Exhibit 4.2


 


 





EXECUTION VERSION


 


CREDIT
SUISSE COMMERCIAL MORTGAGE SECURITIES CORP.,

as Depositor


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Master Servicer


 


RIALTO
CAPITAL ADVISORS, LLC,

as Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION,

as Trustee


 


and


 


PARK
BRIDGE LENDER SERVICES LLC,

as Operating Advisor and Asset Representations Reviewer


 


POOLING
AND SERVICING AGREEMENT


 


Dated
as of


 


November
1, 2016


 


CSAIL
2016-C7 Commercial Mortgage Trust,

Commercial Mortgage Pass-Through Certificates


 


Series
2016-C7


 









     


     


    

 


TABLE
OF CONTENTS


 







			Page
	Article I
    



DEFINITIONS
	Section 1.01          Defined
    Terms	 	5
	Section 1.02          Certain
    Calculations	 	114
	Article II
    



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
	Section 2.01          Conveyance
    of Mortgage Loans	 	115
	Section 2.02          Acceptance
    by Trustee	 	120
	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	 	125
	Section 2.04          Execution
    of Certificates; Issuance of Lower-Tier Regular Interests	 	141
	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	 	141
	Section 3.02          Collection
    of Mortgage Loan Payments	 	149
	Section 3.03          Collection
    of Taxes, Assessments and Similar Items; Servicing Accounts	 	153
	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 and the Gain-on-Sale Reserve Account	 	158
	Section 3.05          Permitted
    Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	 	164
	Section 3.06          Investment
    of Funds in the Collection Account and the REO Account	 	174
	Section 3.07          Maintenance
    of Insurance Policies; Errors and Omissions and Fidelity Coverage	 	176
	Section 3.08          Enforcement
    of Due-on-Sale Clauses; Assumption Agreements	 	181
	Section 3.09          Realization
    Upon Defaulted Loans and Companion Loans	 	186



 






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	Section 3.10          Trustee
    and Custodian to Cooperate; Release of Mortgage Files	 	189
	Section 3.11          Servicing
    Compensation	 	191
	Section 3.12          Inspections;
    Collection of Financial Statements	 	197
	Section 3.13          Access
    to Certain Information	 	201
	Section 3.14          Title
    to REO Property; REO Account	 	215
	Section 3.15          Management
    of REO Property	 	216
	Section 3.16          Sale
    of Defaulted Loans and REO Properties	 	219
	Section 3.17          Additional
    Obligations of Master Servicer and Special Servicer	 	225
	Section 3.18          Modifications,
    Waivers, Amendments and Consents	 	228
	Section 3.19          Transfer
    of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	 	235
	Section 3.20          Sub-Servicing
    Agreements	 	242
	Section 3.21          Interest
    Reserve Account	 	245
	Section 3.22          Directing
    Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer	 	246
	Section 3.23          Controlling
    Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	 	246
	Section 3.24          Intercreditor
    Agreements	 	250
	Section 3.25          Rating
    Agency Confirmation	 	253
	Section 3.26          The
    Operating Advisor	 	255
	Section 3.27          Companion
    Paying Agent	 	262
	Section 3.28          Companion
    Register	 	263
	Section 3.29          Certain
    Matters Relating to the Non-Serviced Mortgage Loans	 	263
	Section 3.30          [Reserved]	 	264
	Section 3.31          [Reserved]	 	264
	Section 3.32          Litigation
    Control	 	264
	Section 3.33          Delivery
    of Excluded Information to the Certificate Administrator	 	268
	Article IV
    



distributions TO CERTIFICATEHOLDERS
	Section 4.01          Distributions	 	269
	Section 4.02          Distribution
    Date Statement; CREFC® Investor Reporting Packages; Grant of Power of Attorney	 	278
	Section 4.03          P&I
    Advances	 	284
	Section 4.04          Allocation
    of Realized Losses	 	286
	Section 4.05          Appraisal
    Reduction Amounts; Collateral Deficiency Amounts	 	287
	Section 4.06          [Reserved]	 	292
	Section 4.07          Investor
    Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	 	292
	Section 4.08          Secure
    Data Room	 	295



 



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	Article V
    



THE CERTIFICATES
	Section 5.01          The
    Certificates	 	296
	Section 5.02          Form
    and Registration	 	297
	Section 5.03          Registration
    of Transfer and Exchange of Certificates	 	299
	Section 5.04          Mutilated,
    Destroyed, Lost or Stolen Certificates	 	306
	Section 5.05          Persons
    Deemed Owners	 	307
	Section 5.06          Access
    to List of Certificateholders’ Names and Addresses; Special Notices	 	307
	Section 5.07          Maintenance
    of Office or Agency	 	308
	Section 5.08          Appointment
    of Certificate Administrator	 	308
	Section 5.09          [Reserved]	 	309
	Section 5.10          Voting
    Procedures	 	309
	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	 	310
	Section 6.02          Liability
    of the Depositor, the Master Servicer, the Operating Advisor and the Special Servicer	 	316
	Section 6.03          Merger,
    Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset
    Representations Reviewer	 	316
	Section 6.04          Limitation
    on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
    Reviewer and Others	 	318
	Section 6.05          Depositor,
    Master Servicer and Special Servicer Not to Resign	 	323
	Section 6.06          Rights
    of the Depositor in Respect of the Master Servicer and the Special Servicer	 	324
	Section 6.07          The
    Master Servicer and the Special Servicer as Certificate Owner	 	324
	Section 6.08          The
    Directing Certificateholder	 	324
	Section 6.09          Knowledge
    of Wells Fargo Bank, National Association	 	330
	Article VII



SERVICER TERMINATION EVENTS
	Section 7.01          Servicer
    Termination Events; Master Servicer and Special Servicer Termination	 	330



 






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	Section 7.02          Trustee
    to Act; Appointment of Successor	 	338
	Section 7.03          Notification
    to Certificateholders	 	340
	Section 7.04          Waiver
    of Servicer Termination Events	 	340
	Section 7.05          Trustee
    as Maker of Advances	 	341
	Article VIII
    



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	Section 8.01          Duties
    of the Trustee and the Certificate Administrator	 	341
	Section 8.02          Certain
    Matters Affecting the Trustee and the Certificate Administrator	 	343
	Section 8.03          Trustee
    and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	 	345
	Section 8.04          Trustee
    or Certificate Administrator May Own Certificates	 	345
	Section 8.05          Fees
    and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	 	346
	Section 8.06          Eligibility
    Requirements for Trustee and Certificate Administrator	 	347
	Section 8.07          Resignation
    and Removal of the Trustee and Certificate Administrator	 	348
	Section 8.08          Successor
    Trustee or Certificate Administrator	 	350
	Section 8.09          Merger
    or Consolidation of Trustee or Certificate Administrator	 	351
	Section 8.10          Appointment
    of Co-Trustee or Separate Trustee	 	351
	Section 8.11          Appointment
    of Custodians	 	352
	Section 8.12          Representations
    and Warranties of the Trustee	 	353
	Section 8.13          Provision
    of Information to Certificate Administrator, Master Servicer and Special Servicer	 	354
	Section 8.14          Representations
    and Warranties of the Certificate Administrator	 	354
	Section 8.15          Compliance
    with the PATRIOT Act	 	355
	Article IX
    



TERMINATION
	Section 9.01          Termination
    upon Repurchase or Liquidation of All Mortgage Loans	 	356
	Section 9.02          Additional
    Termination Requirements	 	359
	Article X
    



ADDITIONAL REMIC PROVISIONS
	Section 10.01        REMIC
    Administration	 	360
	Section 10.02        Use
    of Agents	 	364
	Section 10.03        Depositor,
    Master Servicer and Special Servicer to Cooperate with Certificate Administrator	 	364
	Section 10.04        Appointment
    of REMIC Administrators	 	364



 






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	Article XI
    



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	Section 11.01          Intent
    of the Parties; Reasonableness	 	365
	Section 11.02          Succession;
    Subcontractors	 	366
	Section 11.03          Filing
    Obligations	 	368
	Section 11.04          Form 10-D
    Filings	 	369
	Section 11.05          Form 10-K
    Filings	 	371
	Section 11.06          Sarbanes-Oxley
    Certification	 	374
	Section 11.07          Form 8-K
    Filings	 	375
	Section 11.08          Form 15
    Filing	 	377
	Section 11.09          Annual
    Compliance Statements	 	377
	Section 11.10          Annual
    Reports on Assessment of Compliance with Servicing Criteria	 	378
	Section 11.11          Annual
    Independent Public Accountants’ Attestation Report	 	381
	Section 11.12          Significant
    Obligors	 	382
	Section 11.13          Indemnification	 	383
	Section 11.14          Amendments	 	386
	Section 11.15          Regulation AB
    Notices	 	386
	Section 11.16          Certain
    Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	 	386
	Article XII
    



the asset representations reviewer
	Section 12.01          Asset
    Review	 	391
	Section 12.02          Payment
    of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	 	397
	Section 12.03          Resignation
    of the Asset Representations Reviewer	 	398
	Section 12.04          Restrictions
    of the Asset Representations Reviewer	 	398
	Section 12.05          Termination
    of the Asset Representations Reviewer	 	399
	Article XIII
    



MISCELLANEOUS PROVISIONS
	Section 13.01          Amendment	 	402
	Section 13.02          Recordation
    of Agreement; Counterparts	 	406
	Section 13.03          Limitation
    on Rights of Certificateholders	 	407
	Section 13.04          Governing
    Law; Submission to Jurisdiction; Waiver of Jury Trial	 	407
	Section 13.05          Notices	 	408
	Section 13.06          Severability
    of Provisions	 	413
	Section 13.07          Grant
    of a Security Interest	 	413
	Section 13.08          Successors
    and Assigns; Third Party Beneficiaries	 	414
	Section 13.09          Article
    and Section Headings	 	415



 






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	Section 13.10          Notices
    to the Rating Agencies	 	415





 






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EXHIBITS


 





	Exhibit A-1	Form of Class A-1 Certificate
	Exhibit A-2	Form of Class A-2 Certificate
	Exhibit A-3	Form of Class A-3 Certificate
	Exhibit A-4	Form of Class A-4 Certificate
	Exhibit A-5	Form of Class A-5 Certificate
	Exhibit A-6	Form of Class A-SB Certificate
	Exhibit A-7	Form of Class X-A Certificate
	Exhibit A-8	Form of Class X-B Certificate
	Exhibit A-9	Form of Class X-E Certificate
	Exhibit A-10	Form of Class X-F Certificate
	Exhibit A-11	Form of Class X-NR Certificate
	Exhibit A-12	Form of Class A-S Certificate
	Exhibit A-13	Form of Class B Certificate
	Exhibit A-14	Form of Class C Certificate
	Exhibit A-15	Form of Class D Certificate
	Exhibit A-16	Form of Class E Certificate
	Exhibit A-17	Form of Class F Certificate
	Exhibit A-18	Form of Class NR Certificate
	Exhibit A-19	Form of Class R Certificate
	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
	Exhibit G	Form of Distribution Date Statement
	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



 






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	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
	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


 






     -viii-


    	 



    

 


	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 Loan][Cessation
    of Delinquent Loan][Cessation of Asset Review Trigger]
	 	 
	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
	Schedule 4	Mortgage Loans Subject to Loan Seller Defeasance
    Rights and Obligations







 









     -ix-


    	 



    

 


This
Pooling and Servicing Agreement is dated and effective as of November 1, 2016, among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and
Park Bridge Lender Services 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 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).


 


The
Depositor intends to sell the Certificates to the Underwriter and the Initial Purchaser.


 


LOWER-TIER
REMIC


 


The
Lower-Tier REMIC will hold the Mortgage Loans 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.


 






    


    	 



    

 


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)	 	 	$	40,491,000	 
	Class LA-2	 	(1)	 	 	$	5,938,000	 
	Class LA-3	 	(1)	 	 	$	15,900,000	 
	Class LA-4	 	(1)	 	 	$	163,000,000	 
	Class LA-5	 	(1)	 	 	$	246,354,000	 
	Class LA-SB	 	(1)	 	 	$	65,656,000	 
	Class LA-S	 	(1)	 	 	$	52,774,000	 
	Class LB	 	(1)	 	 	$	29,746,000	 
	Class LC	 	(1)	 	 	$	37,422,000	 
	Class LD	 	(1)	 	 	$	45,098,000	 
	Class LE	 	(1)	 	 	$	23,029,000	 
	Class LF	 	(1)	 	 	$	9,595,000	 
	Class LNR	 	(1)	 	 	$	32,624,581	 
	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-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
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:


 






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	Corresponding Certificates	 	Initial Pass-

Through Rate	 	Original
 Certificate
 Balance or
 Notional Amount
	Class A-1 Certificates	 	1.5786%	 	 	$	40,491,000	 
	Class A-2 Certificates	 	2.8289%	 	 	$	5,938,000	 
	Class A-3 Certificates	 	2.6082%	 	 	$	15,900,000	 
	Class A-4 Certificates	 	3.2100%	 	 	$	163,000,000	 
	Class A-5 Certificates	 	3.5020%	 	 	$	246,354,000	 
	Class A-SB Certificates	 	3.3143%	 	 	$	65,656,000	 
	Class X-A Certificates	 	1.1156%(1)	 	 	$	 590,113,000	(2)
	Class X-B Certificates	 	0.0500%(1)	 	 	$	29,746,000	(2)
	Class X-E Certificates	 	1.2020%(1)	 	 	$	 23,029,000	(2)
	Class X-F Certificates	 	1.2020%(1)	 	 	$	 9,595,000	(2)
	Class X-NR Certificates	 	1.2020%(1)	 	 	$	 32,624,581	(2)
	Class A-S Certificates	 	3.9579%	 	 	$	52,774,000	 
	Class B Certificates	 	4.3440%	 	 	$	29,746,000	 
	Class C Certificates	 	4.3940%	 	 	$	37,422,000	 
	Class D Certificates	 	4.3940%	 	 	$	45,098,000	 
	Class E Certificates	 	3.1920%	 	 	$	23,029,000	 
	Class F Certificates	 	3.1920%	 	 	$	9,595,000	 
	Class NR Certificates	 	3.1920%	 	 	$	32,624,581	 
	Class R 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-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-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)	The
                                         Class R Certificates will not 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 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 $767,627,582.


 


The
Coconut Point Companion Loans, the 9 West 57th Street Companion Loans, the 9 West 57th Street Subordinate Companion Loans, the
Peachtree Mall Companion Loans, the Gurnee Mills Companion Loans, the GLP Industrial Portfolio B Companion Loans and the GLP Industrial
Portfolio B Subordinate Companion Loans (each a “Companion Loan” and






    -3-


     


    

 


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


 


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


 


The
9 West 57th Street Whole Loan consists of the 9 West 57th Street Mortgage Loan, the 9 West 57th Street Companion Loans and the
9 West 57th Street Subordinate Companion Loans. The 9 West 57th Street Mortgage Loan and the 9 West 57th Street Companion Loans
are pari passu with each other. The 9 West 57th Street Subordinate Companion Loans are subordinate to the 9 West 57th Street
Mortgage Loan. The 9 West 57th Street Companion Loans and the 9 West 57th Street Subordinate Companion Loans are not part of the
Trust Fund. The 9 West 57th Street Mortgage Loan, the 9 West 57th Street Companion Loans and the 9 West 57th Street Subordinate
Companion Loans will be serviced and administered in accordance with the JPMCC 2016-NINE Trust and Servicing Agreement and the
9 West 57th Street Co-Lender Agreement.


 


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


 


The
GLP Industrial Portfolio B Whole Loan consists of the GLP Industrial Portfolio B Mortgage Loan, the GLP Industrial Portfolio B
Companion Loans and the GLP Industrial Portfolio B Subordinate Companion Loans. The GLP Industrial Portfolio B Mortgage Loan and
the GLP Industrial Portfolio B Companion Loans are pari passu with each other. The GLP Industrial Portfolio B Subordinate
Companion Loans are subordinate to the GLP Industrial Portfolio B Mortgage Loan. The GLP Industrial Portfolio B Companion Loans
and the GLP 


 






    -4-


     


    

 


Industrial Portfolio B Subordinate Companion Loans are not part of the Trust Fund. The GLP Industrial
Portfolio B Mortgage Loan, the GLP Industrial Portfolio B Companion Loans and the GLP Industrial Portfolio B Subordinate Companion
Loans will be serviced and administered in accordance with the CSMC 2015-GLPB Trust and Servicing Agreement and the GLP Industrial
Portfolio B 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.


 


“9
West 57th Street Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of September 26, 2016, by and between
the holders of the 9 West 57th Street Companion Loans, the holders of the 9 West 57th Street Subordinate Companion Loan and the
holder of the 9 West 57th Street Mortgage Loan, relating to the relative rights of such holders of the 9 West 57th Street Whole
Loan.


 


“9
West 57th Street Mortgage Loan”: With respect to the 9 West 57th Street 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 note A-3-B,
and is pari passu in right of payment with the 9 West 57th Street Companion Loans and senior in right of payment to the
9 West 57th Street Subordinate Companion Loan, to the extent set forth in the 9 West 57th Street Co-Lender Agreement.


 


“9
West 57th Street Mortgaged Property”: Collectively, the Mortgaged Properties that secure the 9 West 57th Street Whole
Loan.


 


“9
West 57th Street Companion Loans”: With respect to the 9 West 57th Street Whole Loan, the Companion Loans evidenced
by the related promissory notes A-1, A-2, A-3-A, A-4, A-5 and B-1 made by the related Mortgagor and secured by the Mortgages on
the 9 West 57th Street Mortgaged Property, which are not included in the Trust and which are each pari passu in right of
payment with the 9 West 57th Street Mortgage Loan to the extent set forth in the 9 West 57th Street Co-Lender Agreement.


 


“9
West 57th Street Subordinate Companion Loan”: With respect to the 9 West 57th Street Whole Loan, the Companion Loans
evidenced by the related promissory note B-1 made by the related Mortgagor and secured by the Mortgages on the 9 West 57th Street
Mortgaged Property, which are not included in the Trust and which are subordinate in right of payment to the 9 West 57th Street
Mortgage Loan to the extent set forth in the 9 West 57th Street Co-Lender Agreement.


 






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“9
West 57th Street Whole Loan”: The 9 West 57th Street Mortgage Loan, together with the 9 West 57th Street Companion Loans
and the 9 West 57th Street Subordinate Companion Loan, each of which is secured by the same Mortgages on the 9 West 57th Street
Mortgaged Property. References herein to the 9 West 57th Street Whole Loan shall be construed to refer to the aggregate indebtedness
under the 9 West 57th Street Mortgage Loan, the 9 West 57th Street Companion Loans and the 9 West 57th Street Subordinate Companion
Loan.


 


“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.


 


“AB
Control Appraisal Period”: With respect to any AB Subordinate Companion Loan relating to a Serviced AB Whole 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
Intercreditor Agreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and
the holder of the related Mortgage Loan, relating to the relative rights of such holders of the related AB Whole Loan, as the
same may be further amended in accordance with the terms thereof. For the avoidance of doubt, the 9 West 57th Street Intercreditor
Agreement and the GLP Industrial Portfolio B Intercreditor Agreement are the only AB Intercreditor Agreements related to the Trust.


 


“AB
Modified Loan”: Any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition
any Non-Serviced Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto) pursuant
to the related Non-Serviced PSA) due to a modification thereto that resulted in the creation of an A/B note structure (or similar
structure) and as to which the new junior note(s) did not previously exist or the principal amount of the new junior note(s) was
previously part of either an A note held by the Trust or the original unmodified Mortgage Loan and (2) as to which an Appraisal
Reduction Amount is not in effect.


 






    -6-


     


    

 


“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 9 West 57th Street Mortgage Loan and the GLP Industrial Portfolio
B Mortgage Loan is an AB Mortgage Loan.


 


“AB
Mortgaged Property”: The Mortgaged Property that 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 9 West
57th Street Subordinate Companion Loans and the GLP Industrial Portfolio B Subordinate Companion Loans is an AB Subordinate Companion
Loan.


 


“AB
Whole Loan”: A Whole Loan that includes such Mortgage Loan and one or more related AB Subordinate Companion Loans. For
the avoidance of doubt, each of the 9 West 57th Street Whole Loan and the GLP Industrial Portfolio B Whole Loan is an AB Whole
Loan.


 


“Accelerated
Mezzanine Loan Lender”: A mezzanine lender under a mezzanine loan that has been accelerated or as to which foreclosure
or enforcement proceedings have been commenced against the equity collateral pledged to secure such mezzanine 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 (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 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


 






    -7-


     


    

 


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 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).


 






    -8-


     


    

 


“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.


 


“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
(prior to the occurrence of a Consultation Termination Event, in consultation with the Directing Certificateholder (only with
respect to any Mortgage Loan or Whole Loan other than an Excluded Loan), 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


 






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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 (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


 






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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) 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


 






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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).


 


“Asset
Representations Reviewer”: Park Bridge Lender Services 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).


 


“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


 






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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.


 


“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 (excluding, for purposes of
any P&I Advances, the portion allocable to any related Companion 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 any P&I Advances, the 


 






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portion allocable to any related Companion Loan) 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 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


 






    -14-


     


    

 


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 Yield Maintenance Charges allocable to the Mortgage Loans;


 


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


 


(vii)       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;


 


(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); and


 


(e)          the Gain-on-Sale Remittance Amount for such Distribution Date.


 


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.


 


“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.


 


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


 


“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,


 






    -15-


     


    

 


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 of 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, an Accelerated Mezzanine Loan Lender, or any Borrower
Party Affiliate.


 


“Borrower
Party Affiliate”: With respect to a borrower, a Mortgagor, a manager of a Mortgaged Property or an Accelerated Mezzanine
Loan Lender, (a) any other Person controlling or controlled by or under common control with such borrower, Mortgagor, manager
or Accelerated Mezzanine Loan 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 Accelerated Mezzanine Loan Lender, as applicable. 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.


 


“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.


 


“BSP”:
Benefit Street Partners CRE Finance LLC, a Delaware limited liability company, and its successors in interest.


 


“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking institutions in North Carolina, New York, California
or any of the jurisdictions in which


 






    -16-


     


    

 


the respective primary servicing offices of the Master Servicer or Special Servicer or 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-C7, 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) and 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 0.00780% 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 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 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.


 






    -17-


     


    




 


“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 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 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


 






    -18-


     


    

 


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 75% of the aggregate Voting Rights (taking into account the application of Realized Losses and, other than with respect
to the termination of the Asset Representations Reviewer, the application of any Appraisal Reduction Amounts to notionally reduce
the Certificate Balance of the Certificates) 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.


 


“Class
A-1 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate
of 1.5786%.


 


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


 


 



    -19-


     


    

 


“Class
A-2 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate
of 2.8289%.


 


“Class
A-3 Certificate”: A Certificate designated as “Class A-3” on the face thereof, in the form of Exhibit A-3
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 2.6082%.


 


“Class
A-4 Certificate”: A Certificate designated as “Class A-4” on the face thereof, in the form of Exhibit A-4
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 3.2100%.


 


“Class
A-5 Certificate”: A Certificate designated as “Class A-5” on the face thereof, in the form of Exhibit A-5
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 3.5020%.


 


“Class
A-S Certificate”: A Certificate designated as “Class A-S” on the face thereof, in the form of Exhibit A-12
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 the lesser of 3.9579%
and the Weighted Average Net Mortgage Rate for such Distribution Date.


 


“Class
A-SB Certificate”: A Certificate designated as “Class A-SB” on the face thereof, in the form of Exhibit A-6
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 3.3143%.


 


“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.


 


“Class B
Certificate”: A Certificate designated as “Class B” on the face thereof, in the form of Exhibit A-13
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 






    -20-


     


    

 


“Class
B 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 0.0500%, but not less than 0.0000%.


 


“Class C
Certificate”: A Certificate designated as “Class C” on the face thereof, in the form of Exhibit A-14
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-15
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.


 


“Class
E Certificate”: A Certificate designated as “Class E” on the face thereof, in the form of Exhibit A-16
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 3.1920% and 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-17
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 3.1920% and 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.


 


“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.


 






    -21-


     


    

 


“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 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 


 






    -22-


     


    

 


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-18
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)
3.1920% 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-19
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-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-7
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-8
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“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 be a per
annum rate equal to a fixed rate of 0.0500%.


 






    -23-


     


    

 


“Class X-E
Certificate”: A Certificate designated as “Class X-E” on the face thereof, in the form of Exhibit A-9
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-10
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.


 


“Class X-NR
Certificate”: A Certificate designated as “Class X-NR” on the face thereof, in the form of Exhibit A-11
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.


 


“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”: November 22, 2016.


 






    -24-


     


    

 


“CMBS”:
Commercial mortgage-backed securities.


 


“Coconut
Point Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of September 7, 2016, by and between the holder
of the Coconut Point Companion Loans and the holder of the Coconut Point Mortgage Loan, relating to the relative rights of such
holders of the Coconut Point Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“Coconut
Point Mortgage Loan”: With respect to the Coconut Point 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-1, and is pari
passu in right of payment with the Coconut Point Companion Loans to the extent set forth in the Coconut Point Co-Lender Agreement.


 


“Coconut
Point Mortgaged Property”: The Mortgaged Properties that secure the Coconut Point Whole Loan.


 


“Coconut
Point Companion Loans”: With respect to the Coconut Point Whole Loan, the Companion Loans evidenced by the related promissory
notes A-2 and A-3 made by the related Mortgagor and secured by the Mortgage on the Coconut Point Mortgaged Property, which are
not included in the Trust and which are each pari passu in right of payment with the Coconut Point Mortgage Loan to the
extent set forth in the Coconut Point Co-Lender Agreement.


 


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


 


“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.


 


“Collateral
Deficiency Amount”: With respect to any AB Modified Loan as of any date of determination, shall be an amount, calculated
by the Special Servicer, equal to the excess of (i) the Stated Principal Balance of such AB Modified Loan (taking into account
the related junior note(s) and any pari passu notes included therein), over (ii) the sum of (in the case of a Whole Loan,
solely to the extent allocable to the subject Mortgage Loan) (x) the most recent Appraised Value for the related Mortgaged Property
or Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account in such Appraised Value (or in the
calculation of any related Appraisal Reduction Amount) and to the extent on deposit with, or otherwise under the control of, the
lender as of the date of such determination, any capital or additional collateral contributed by the related Mortgagor at the
time the Mortgage Loan became (and as part of the modification related to) such AB Modified Loan for the benefit of the related
Mortgaged Property or Mortgaged Properties (provided that in the case of a Non-Serviced Mortgage Loan, the amounts set
forth in this clause (y) will be taken into account solely to the extent relevant information is received by the Special Servicer),
plus (z) any other escrows or reserves (in


 






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addition to any amounts set forth in the immediately preceding clause (y) and solely
to the extent not reflected or taken into account in the calculation of any related Appraisal Reduction Amount) held by the lender
in respect of such AB Modified Loan as of the date of such determination, which such excess, for the avoidance of doubt, will
be determined separately from and exclude any related Appraisal Reduction Amounts. The Master Servicer and the Certificate Administrator
shall be entitled to conclusively rely on the Special Servicer’s calculation or determination of any Collateral Deficiency
Amount.


 


With
respect to any Collateral Deficiency 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 this definition shall be determined on an “as-is” basis. The Master Servicer shall not calculate any Collateral
Deficiency Amount.


 


“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 “Wells Fargo Bank, National
Association, as Master Servicer on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
holders of CSAIL 2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C7”. 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 any Trust REMIC formed hereunder.


 


“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 (or applicable Grace 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.


 






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“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
“Wells Fargo Bank, 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-C7 Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2016-C7, Companion Distribution Account”. The Companion Distribution Account shall not
be an asset of the Trust or any Trust REMIC, 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 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


 






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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 Cumulative 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 Cumulative Appraisal Reduction Amounts to 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 Cumulative 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; provided that if at any time the Certificate
Balances of the Certificates other than the Control Eligible Certificates have been reduced to zero as a result of the allocation
of principal payments on the Mortgage Loans, then the Controlling Class will be the most subordinate class among the


 






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Control Eligible
Certificates that has an aggregate Certificate Balance greater than zero without regard to any Cumulative Appraisal Reduction
Amounts.


 


“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-C7; and (ii) with respect to the Trustee
at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee CSAIL 2016-C7; 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-C7, 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 exists or 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 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.


 






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“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.


 


“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


 






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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.


 


“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) 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®


 






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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.


 


“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 


 






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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® 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 


 






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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.


 


“Crossed
Mortgage Loan Group”: Any two or more individual mortgage loans that are cross-collateralized and cross-defaulted with
each other (it being understood that for the purposes of this Agreement each Crossed Mortgage Loan Group shall be treated as one
Mortgage Loan). For the avoidance of doubt, there is no Crossed Mortgage Loan Group under this Agreement.


 


“Crossed
Underlying Loan”: With respect to any Crossed Mortgage Loan Group, a mortgage loan that is cross-collateralized and
cross-defaulted with one or more other mortgage loans within such Crossed Mortgage Loan Group (it being understood that for the
purposes of this Agreement each Crossed Mortgage Loan Group shall be treated as one Mortgage Loan). For the avoidance of doubt,
there is no Crossed Underlying Loan under this Agreement.


 


“Crossed
Underlying Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not
all) of the Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed
Mortgage Loan Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying
Loans” and the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the
“remaining Crossed Underlying Loans”) (i) the weighted average Debt Service Coverage Ratio for all the remaining
Crossed Underlying Loans for the four most recently reported calendar quarters preceding the repurchase or substitution shall
not be less than the greater of (a) the weighted average Debt Service Coverage Ratio for the entire such Crossed Mortgage
Loan Group, including the affected Crossed Underlying Loan(s), for the four most recently reported calendar quarters preceding
the repurchase or substitution, and (b) 1.25x, (ii) the weighted average LTV Ratio for all the remaining Crossed Underlying
Loans determined at the time of repurchase or substitution based upon an Appraisal obtained by the Special Servicer at the expense
of the related Mortgage Loan Seller shall not be greater than the least of (a) the weighted average LTV Ratio for the entire
such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), determined at the time of repurchase or substitution
based upon an Appraisal obtained by the


 






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 Special Servicer at the expense of the related Mortgage Loan Seller, (b) the weighted
average LTV Ratio for the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), as of the
Cut-off Date and (c) 75%, (iii) the related Mortgage Loan Seller, at its expense, shall have furnished the Trustee and
the Certificate Administrator with an Opinion of Counsel that any modification relating to the repurchase or substitution of a
Crossed Underlying Loan shall not cause an Adverse REMIC Event to occur, (iv) the related Mortgage Loan Seller causes the
affected Crossed Underlying Loan to become not cross-collateralized and cross-defaulted with the remaining related Crossed Underlying
Loans prior to such repurchase or substitution or otherwise forbears from exercising enforcement rights against the Primary Collateral
for any Crossed Underlying Loan(s) remaining in the Trust (while the Trust forbears from exercising enforcement rights against
the Primary Collateral for the Mortgage Loan removed from the Trust) and (v) (other than with respect to any Excluded Loan)
unless a Control Termination Event has occurred and is continuing, the Directing Certificateholder shall have consented to the
repurchase or substitution of the affected Crossed Underlying Loan, which consent shall not be unreasonably withheld, conditioned
or delayed.


 


“CSMC
2015-GLPB Trust and Servicing Agreement”: The trust and servicing agreement, dated as of December 22, 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-GLPB


 


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


 


“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.


 


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


 






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“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).


 


“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


 






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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 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.


 


“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;


 






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(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 or a Mortgage Loan with related mezzanine debt, a copy of the related Intercreditor
Agreement(s).


 


“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 December 2016.


 






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“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 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;


 


(vii)       any Intercreditor Agreement relating to permitted debt of the Mortgagor, including any Intercreditor Agreement relating
to a Serviced Whole Loan or a Mortgage Loan with any related mezzanine debt;


 


(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;


 






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


 


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


 


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


 






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(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, 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 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 RREF III Debt AIV, LP. 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


 






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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 clause (iii), in the event that no one Holder owns the largest aggregate Certificate
Balance of the Controlling Class, (i) then there will be no Directing Certificateholder until appointed in accordance with the
terms of this Agreement and (ii) 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 (as confirmed by the Certificate
Registrar), or the resignation of the then-current Directing Certificateholder. 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 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.


 


“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), 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


 






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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) 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 any
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,”


 






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“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 and the Lower-Tier REMIC 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 December 2016. The initial Distribution
Date shall be December 16, 2016.


 


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


 


“Do
Not Hire List”: The list, as may be updated at any time, provided by the Depositor to the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the 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.


 


“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 “A” by Fitch (to the extent rated by Fitch), if the deposits are to be held
in such account for thirty (30) days or more and the short-term debt obligations have a short-term rating of not less than “F1”
by Fitch (to the extent rated by Fitch), if the deposits are to be held in such account for less than thirty


 






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(30) days; and (C)
the long-term unsecured debt obligations of which are rated at least “A” by DBRS (if then rated by DBRS, or if not
rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Moody’s and/or Fitch) or such
other rating confirmed in a Rating Agency Confirmation), 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 “R-1(middle)” from DBRS
(if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include
Moody’s and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation), 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) and “A” from DBRS (if then rated by DBRS,
or if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Moody’s and/or Fitch)
or such other rating confirmed in a Rating Agency Confirmation) 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), “F2” by Fitch (if the deposits are to be held in the account for thirty (30)
days or less) and “R-1 (middle)” from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or
higher) by at least two (2) NRSROs (which may include Moody’s and/or Fitch) or such other rating confirmed in a Rating Agency
Confirmation); (iii) 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) – (ii) 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; (iv) any other account or accounts not listed in clauses (i)
– (iii) 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; or (v) 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” from Moody’s (if the deposits are to be held in the account for more than thirty
(30) days) or a short-term unsecured debt rating of at least “P-1” from Moody’s (if the deposits are to be held
in the account for thirty (30) days or less) 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). 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






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Moody’s, Fitch, KBRA, DBRS, S&P and Morningstar and that has not been a special
servicer, 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, any originator,
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 DBRS (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 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 Certificate) that does not meet the requirements of Prohibited
Transaction Exemption 89-90 (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
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 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 and, as provided in Section 3.11(c), only after the Special Servicer
has received $25,000 in Workout Fees with respect to such Corrected Loan.


 


“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


 






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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.


 


“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 and/or Excluded Loan, the Directing Certificateholder
or any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling
Class Loan and/or Excluded 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 identify the Excluded Controlling Class
Holder and identifying the related Mortgage Loan, specifying whether it is (A) an Excluded Controlling Class Loan or (B) both
an Excluded Loan and an 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. 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.


 






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“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
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 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 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”.


 






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“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.


 


“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.


 






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“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 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
Entitlement Amount” With respect to each Distribution Date, an amount equal to the aggregate amount of (i) the
sum of (a) the aggregate portion of the Interest Distribution Amount for each Class of Regular Certificates that would remain
unpaid as of the close of business on the related Distribution Date, and (b) the amount by which the Principal Distribution
Amount exceeds the aggregate amount that would actually be distributed on the related Distribution Date in respect of such Principal
Distribution Amount, and (ii) any Realized Losses outstanding immediately after such Distribution Date, to the extent such
amounts would occur on such Distribution Date or would be outstanding immediately after such Distribution Date, as applicable,
without the inclusion of the Gain-on-Sale Remittance Amount as part of the definition of Available Funds.


 


“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
Remittance Amount”: With respect to each Distribution Date, an amount equal to the lesser of (i) the amount on
deposit in the Gain-on-Sale Reserve Account on such Distribution Date, and (ii) the Gain-on-Sale Entitlement Amount.


 


“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 Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of CSAIL 2016-C7 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2016-C7, Gain-on-Sale Reserve Account”. Any such account shall be
an Eligible Account or a subaccount of an Eligible Account.


 


“GLP
Industrial Portfolio B Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of December 22, 2015, by and
between the holders of the GLP Industrial Portfolio B Companion Loans, the holders of the GLP Industrial Portfolio B Subordinate


 






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Companion Loans and the holder of the GLP Industrial Portfolio B Mortgage Loan, relating to the relative rights of such holders
of the GLP Industrial Portfolio B Whole Loan, as amended and restated as of May 26, 2016, and as the same may be further amended
in accordance with the terms thereof.


 


“GLP
Industrial Portfolio B Mortgage Loan”: With respect to the GLP Industrial Portfolio B Whole Loan, the Mortgage Loan
that is included in the Trust (identified as Mortgage Loan No. 16 on the Mortgage Loan Schedule), which is designated as promissory
note A-3-2, and is pari passu in right of payment with the GLP Industrial Portfolio B Companion Loans and senior in right
of payment to the GLP Industrial Portfolio B Subordinate Companion Loans, to the extent set forth in the GLP Industrial Portfolio
B Co-Lender Agreement.


 


“GLP
Industrial Portfolio B Mortgaged Property”: Collectively, the Mortgaged Properties that secure the GLP Industrial Portfolio
B Whole Loan.


 


“GLP
Industrial Portfolio B Companion Loans”: With respect to the GLP Industrial Portfolio B Whole Loan, the Companion Loans
evidenced by the related promissory notes A-1, A-2, A-3-1 and A-4 made by the related Mortgagor and secured by the Mortgages on
the GLP Industrial Portfolio B Mortgaged Property, which are not included in the Trust and which are each pari passu in
right of payment with the GLP Industrial Portfolio B Mortgage Loan to the extent set forth in the GLP Industrial Portfolio B Co-Lender
Agreement.


 


“GLP
Industrial Portfolio B Subordinate Companion Loans”: With respect to the GLP Industrial Portfolio B 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 B Mortgaged Property, which are not included in the Trust and which are subordinate in right of
payment to the GLP Industrial Portfolio B Mortgage Loan to the extent set forth in the GLP Industrial Portfolio B Co-Lender Agreement.


 


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


 


“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.


 


“Gurnee
Mills Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of November 3, 2016, by and between the holder
of the Gurnee Mills Companion Loans and the holder of the Gurnee Mills Mortgage Loan, relating to the relative rights of such
holders of


 






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the Gurnee Mills Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“Gurnee
Mills Mortgage Loan”: With respect to the Gurnee Mills 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 Gurnee Mills Companion Loans to the extent set forth in the Gurnee Mills Co-Lender Agreement.


 


“Gurnee
Mills Mortgaged Property”: The Mortgaged Properties that secure the Gurnee Mills Whole Loan.


 


“Gurnee
Mills Companion Loans”: With respect to the Gurnee Mills Whole Loan, the Companion Loans evidenced by the related promissory
notes A-1-2, A-2-1, A-2-2, A-3 and A-4 made by the related Mortgagor and secured by the Mortgage on the Gurnee Mills Mortgaged
Property, which are not included in the Trust and which are each pari passu in right of payment with the Gurnee Mills Mortgage
Loan to the extent set forth in the Gurnee Mills Co-Lender Agreement.


 


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


 


“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 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 


 






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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.


 


“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.


 






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“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 Coconut Point Co-Lender Agreement, 9 West 57th Street Co-Lender Agreement, Peachtree Mall Co-Lender
Agreement, Gurnee Mills Co-Lender Agreement, GLP Industrial Portfolio B 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.


 


“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 of 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.


 






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


 


“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 Wilmington Trust, National Association, as Trustee, for the registered Holders of CSAIL
2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C7, 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 (and, with respect to a Whole Loan if it is a Defaulted Loan, also 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).


 






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“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 of Exhibit P-1A, Exhibit
P-1B, Exhibit P-1C and Exhibit P-1D to this Agreement or in the form of an electronic certification contained
on the Certificate Administrator’s Website (which may be a click-through confirmation), 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 Distribution Date Statements 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).


 


“JPMCC
2016-NINE Trust and Servicing Agreement”: The pooling and servicing agreement, dated as of September 26, 2016, among
J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as master servicer,
Wells Fargo Bank, National Association, as special servicer, Wells Fargo Bank, National Association, as certificate administrator,
and Wilmington Trust, National Association, as trustee, entered into in connection with the issuance of the Commercial Mortgage
Pass-Through Certificates, Series 2016-NINE.


 


“KBRA”:
Kroll Bond Rating Agency, Inc., and its successors in interest. If neither KBRA nor any successor remains in existence, “KBRA”
shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated
by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, each Master Servicer,
the Directing Certificateholder and each Special


 






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Servicer and specific ratings of KBRA herein referenced shall be deemed to refer
to the equivalent ratings of the party so designated.


 


“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 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


 






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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
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 initial time period provided for such repurchase 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.


 


“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;


 






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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 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
Seller Defeasance Rights and Obligations”: As defined in Section 3.18(i) 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 any Trust REMIC.


 


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


 






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“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)).


 


“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, 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, 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 Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of CSAIL 2016-C7 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2016-C7, 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, Wells Fargo Bank, National Association, and its successors in
interest and assigns, or any successor appointed as allowed herein.


 


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


 






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“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 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.


 






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“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 “Wilmington Trust, National Association, as Trustee, on behalf of the registered Holders of CSAIL 2016-C7 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C7” 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 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 “Wilmington Trust, National Association, as Trustee, on behalf of the registered
holders of CSAIL 2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C7” or in
blank and, in the case of any Serviced Whole Loan, “Wilmington Trust, National Association as Trustee, on behalf of the
registered holders of CSAIL 2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C7 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 “Wilmington
Trust, National Association, as Trustee, on behalf of the registered holders of CSAIL 2016-C7 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2016-C7” or in blank and, in the case of any Serviced Whole Loan, “Wilmington
Trust, National Association, as Trustee, on behalf of the registered holders of CSAIL 2016-C7 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2016-C7 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





 






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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 “Wilmington Trust,
National Association, as Trustee, on behalf of the registered Holders of CSAIL 2016-C7 Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2016-C7” or in blank or, in the case of a Serviced Whole Loan, in favor of “Wilmington
Trust, National Association, as Trustee, on behalf of the registered holders of CSAIL 2016-C7 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2016-C7 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 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 “Wilmington Trust, National Association, as Trustee, on behalf of the registered
Holders of CSAIL 2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C7” and,
in the case of any Serviced Whole Loan, “Wilmington Trust, National Association, as Trustee, on behalf of the registered
holders of CSAIL 2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C7 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;


 






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(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;


 


(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


 






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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 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. The term “Mortgage Loan” shall, as of
any date of determination, include any Qualified Substitute Mortgage Loan that has replaced a Mortgage Loan pursuant to Section 2.03
and exclude any such replaced Mortgage Loan.


 


“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”: With respect to each Mortgage Loan Seller, the agreement between the Depositor and such 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;


 






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(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;


 


(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; and


 


(xxiv)    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) Benefit
Street Partners CRE Finance LLC, a


 






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Delaware limited liability company, or its successor in interest and (iii) Silverpeak Real
Estate Finance 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.


 


“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.


 


“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, minus the related
Administrative Cost Rate; provided, however, that for purposes of calculating Pass-Through Rates, 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


 






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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 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. 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.


 






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“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) 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, and shall
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, the Special Servicer or the Trustee, as applicable, 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


 






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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 because there is insufficient principal available for such reimbursement,
in light of the fact that related proceeds are a source of recovery not only for the Advance under consideration but also a 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


 






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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 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, (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
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 because there is insufficient principal
available for such reimbursement, in light of the fact that related proceeds are a source of recovery not only for the Advance
under consideration but also a potential source of recovery for such delayed or deferred Advance. 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, 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. 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


 






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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, and shall 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 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.


 






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


 


“Non-Serviced
Companion Loan”: Each of the 9 West 57th Street Companion Loans and the GLP Industrial Portfolio B 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.


 


“Non-Serviced
Intercreditor Agreement”: Each of the 9 West 57th Street Co-Lender Agreement and the GLP Industrial Portfolio
B Co-Lender Agreement.


 


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


 


“Non-Serviced
Mortgage Loan”: Each of the 9 West 57th Street Mortgage Loan and the GLP Industrial Portfolio B Mortgage
Loan.


 


“Non-Serviced
Mortgaged Property”: Each of the 9 West 57th Street Mortgaged Property and GLP Industrial Portfolio B 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 JPMCC 2016-NINE Trust and Servicing Agreement and the CSMC 2015-GLPB Trust 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 9 West 57th Street Whole Loan and the GLP Industrial Portfolio B Whole Loan.


 


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


 






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“Non-Specially
Serviced Loan”: Any Mortgage Loan (other than a Non-Serviced Mortgage Loan, except in the case of Section 2.03(f)
and Section 2.03(k) through Section 2.03(o)) 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).


 


“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-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”: Park Bridge Lender Services 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).


 






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“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 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 and REO Mortgage Loan (in each case, excluding any Non-Serviced Mortgage
Loan and 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 (i) 0.00240% with respect to all Mortgage Loans (except the Non-Serviced Mortgage Loans, the Coconut Point Mortgage
Loan, the Gurnee Mills Mortgage Loan and the Peachtree Mall Mortgage Loan), (ii) 0.00340% with respect to the Coconut Point Mortgage
Loan, (iii) 0.00373% with respect to the Gurnee Mills Mortgage Loan and (iv) 0.00644% with respect to the Peachtree Mall Mortgage
Loan. If the Operating Advisor has resigned pursuant to the second paragraph of Section 3.26(n) or has been terminated
pursuant to Section 3.26(o) and no replacement has been appointed, the Operating Advisor Fee Rate shall be 0.0%.


 


“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 for the benefit of 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


 






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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 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


 






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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
any Trust REMIC as a REMIC, (b) compliance with the REMIC Provisions, or (c) 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.


 


“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-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 Coconut Point Companion Loans, the Peachtree
Mall Companion Loans or the Gurnee Mills 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.


 






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“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.


 


“Par
Purchase Price” As defined in Section 3.16(a)(iii).


 


“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 Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B 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.


 


“Peachtree
Mall Co-Lender Agreement”: That certain Amended and Restated Agreement Between Noteholders, dated as of September 15,
2016, by and between the holder of the Peachtree Mall Companion Loans and the holder of the Peachtree Mall Mortgage Loan, relating
to the relative rights of such holders of the Peachtree Mall Whole Loan, as the same may be further amended in accordance with
the terms thereof.


 


“Peachtree
Mall Mortgage Loan”: With respect to the Peachtree Mall Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 7 on the Mortgage Loan Schedule), which is designated as promissory note A-3, and is pari
passu in right of payment with the Peachtree Mall Companion Loans to the extent set forth in the Peachtree Mall Co-Lender
Agreement.


 


“Peachtree
Mall Mortgaged Property”: The Mortgaged Properties that secure the Peachtree Mall Whole Loan.


 


“Peachtree
Mall Companion Loans”: With respect to the Peachtree Mall Whole Loan, the Companion Loans evidenced by the related promissory
notes A-1, A-2 and A-4 made by the related Mortgagor and secured by the Mortgage on the Peachtree Mall Mortgaged Property, which
are not included in the Trust and which are each pari passu in right of payment with the Peachtree Mall Mortgage Loan to
the extent set forth in the Peachtree Mall Co-Lender Agreement.


  






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


 


“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.


 


“Percentage
Interest”: As to any Certificate (other than the Class R 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 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, 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 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.


 


“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 (B) above, such lower rating as
is the subject of a Rating Agency Confirmation by such Rating Agency);


 


(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 and has a long-term unsecured debt
rating of “AAA” or short-term unsecured debt rating of “R-1(high)” from DBRS (if then rated by DBRS and,
if not so rated, an equivalent or higher rating by two other NRSROs);


 


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


 






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Moody’s and the long-term
obligations of which are rated at least “Aa3” by Moody’s and (C) if it has a term of more than six months, the
short-term obligations of which are rated in the highest short-term rating category by Moody’s 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),
if the obligations mature within sixty (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 of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation
not so incorporated, provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are
not subject to any withholding imposed by any non-United States jurisdiction) (1) in the case of such investments with maturities
of thirty (30) days or less, the short term obligations of which corporation are rated at least “P1” by Moody’s
and “F1” by Fitch, or the long-term obligations of which corporation are rated at least “A2” by Moody’s,
(2) in the case of such investments with maturities of three (3) months or less, but more than thirty (30) days, the short-term
obligations of which are rated at least “P1” by Moody’s and “F1+” by Fitch, or the long-term obligations
of which are rated at least “AA-” by Fitch (with a short-term rating of “F1” by Fitch) and “A2”
by Moody’s, (3) in the case of such investments with maturities of six (6) months or less, but more than three (3) months,
the (A) the short-term obligations of which are rated at least “P1” by Moody’s, and the long-term obligations
of which corporation are rated at least “Aa3” by Moody’s, and (B) the short-term obligations of which are rated
at least “F1+” by Fitch, or the long-term obligations of which corporation are rated at least “AA-” by
Fitch (with a short-term rating of “F1” by Fitch), and (4) in the case of such investments with maturities of more
than six (6) months, (A) the short-term obligations of which are rated at least “P1” by Moody’s, and the long-term
obligations of which are rated at least “Aaa” by Moody’s, and (B) the short-term obligations of which are rated
at least “F1+” by Fitch, or the long-term obligations of which are rated at least “AA-” by Fitch (with
a short-term rating of “F1” by Fitch) (or such lower rating as is the subject of a Rating Agency Confirmation by such
Rating Agency relating to the Certificates and any Serviced Companion Loan Securities);


 


(vi)        money
market funds (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep or the Wells Fargo
Advantage Heritage Money Market Fund) so long as any such fund is rated “Aaa-mf” by Moody’s and in the highest
short term unsecured debt ratings category by each of Fitch and DBRS (or, if not rated by DBRS, an equivalent rating (or higher)
by at least two (2) NRSROs (which may include any of the Rating Agencies) or otherwise acceptable to such Rating Agency, in any
such case, as confirmed in a Rating Agency Confirmation) relating to the Certificates and any Serviced Companion Loan Securities; 


 






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(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 deposit, 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, (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, (c) any such investment must not be subject to liquidation
prior to maturity and (d) any such investment must not be purchased at a premium over par; 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 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 any 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 any Trust REMIC. Permitted
Investments may not be interest-only securities. All investments shall mature or be redeemable upon the option of the holder thereof
on or prior to the Business Day preceding the day before the date such amounts are required to be applied hereunder.




 





“Permitted
Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, 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


 






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requesting the transfer) to the effect that the transfer of an Ownership Interest in any Class R Certificate to
such Person will not cause any 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).


 


“Pre-close
Information”: As defined in Section 3.13(c).


 


“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.


 


“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 related Collection Period, 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 the related Servicing Fees), to the extent collected from the related Mortgagor (without regard
to any Yield Maintenance Charge actually collected), that would have 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






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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), to the extent not collected from the related Mortgagor (without regard to any 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) 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 an 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
Collateral”: With respect to any Crossed Underlying Loan, that portion of the Mortgaged Property designated as directly
securing such Crossed Underlying Loan and excluding any Mortgaged Property as to which the related lien may only be foreclosed
upon by exercise of the cross-collateralization provisions of such Crossed Underlying 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.


 


“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


 






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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 (other than with respect to any Excluded 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 that is labeled or otherwise identified as being privileged by the Special Servicer and (iii) information
subject to attorney-client privilege. The Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer shall be entitled to rely on any identification of materials as “attorney-client privileged” without liability
for any such reliance hereunder.


 


“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 (other than with respect to any Excluded Loan), the Operating Advisor, the Asset Representations
Reviewer, 


 






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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 Purchaser, the Underwriter, 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 obtains knowledge that it 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 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


 






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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”: As defined in Section 2.03(l)(i).


 


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


 


“Prospectus”:
The Prospectus, dated November 15, 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), to, but not including, the Due Date immediately
preceding or coinciding with the Determination Date for the Collection Period of purchase; plus


 


(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


 






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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, the Asset Representations
Reviewer 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); plus


 


(vi)        solely in the case of a repurchase or substitution by the related Mortgage Loan Seller, the Asset Representations Reviewer
Asset Review Fee for such Mortgage Loan.


 


Solely
with respect to any Serviced 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 second 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.


 


“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 DBRS or Fitch)),


 






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(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 DBRS) and (c) “A(low)” by DBRS (or, if not rated by DBRS, at least an equivalent
rating by one other nationally recognized insurance rating organization (which may include Moody’s or Fitch), 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 at least one of the following ratings: (a) “A3”
by Moody’s, (b) “A-” by S&P, (c) “A-” by Fitch, (d) “A-:X” by A.M. Best Company,
Inc. or, (e) “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 currently acting as a special servicer in a
CMBS transaction rated by Moody’s on a transaction-level basis (as to which CMBS transaction there are outstanding CMBS
rated by Moody’s), (vii) is not a special servicer that has been publicly cited by Moody’s 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, (viii) currently has a special servicer rating of at least
“CSS3” from Fitch, and (ix) is currently acting as a special servicer in a transaction rated by DBRS and has
not been publicly cited by DBRS 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 ratings downgrade or
withdrawal) of securities in a transaction serviced by the applicable servicer prior to the time of determination.


 


“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






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more than two (2) 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 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 an Adverse REMIC Event
other than the imposition of tax on the Trust or any Trust REMIC 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 the CREFC® Intellectual Property
Royalty License 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).


 






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


 


“Rated
Final Distribution Date”: As to each Class of Certificates, the Distribution Date in November 2049.


 


“Rating
Agency”: Each of Moody’s, Fitch and DBRS 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
DBRS 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-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 11.16(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


 






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officer’s or employee’s
knowledge of and familiarity with the particular subject, and, in the case of any certification required to be signed by a Servicing
Officer, such an officer or employee whose name and specimen signature appears on a list of servicing officers furnished to the
Trustee 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
Distribution Date” means with respect to (a) any Significant Obligor with respect to the Trust, the Distribution Date,
and (b) any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization
holding a Serviced Companion Loan, the “Distribution Date” (or analogous concept) under the related Other Pooling
and Servicing Agreement.


 






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“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.


 


“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.


 


“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 Wilmington Trust, National Association, as Trustee, for the registered
Holders of CSAIL 2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C7 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






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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 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 an 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


 


 



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of doubt, REO Property, to the extent allocable to a Companion Loan, shall not be an asset of the Trust Fund or
any Trust REMIC.


 


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


 


“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 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


 






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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 Purchaser or Underwriter and any other distributor (as such term is defined
in Regulation S) of the Certificates and (b) the Closing Date.


 


“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.


 


“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


 






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applicable, pursuant to Section 4.03 in respect of such Distribution Date,
and (b) all Balloon 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”: For the avoidance of doubt, there is no Serviced AB Whole Loan under this Agreement.


 


“Serviced
Companion Loan”: Each of (a) Coconut Point Companion Loans, (b) the Gurnee Mills Companion Loans and (c) the Peachtree
Mall Companion Loans, 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) Coconut Point Companion Loans, (b) the Gurnee Mills Companion Loans
and (c) the Peachtree Mall Companion Loans, as applicable.


 


“Serviced
Mortgage Loan”: Each of (a) the Coconut Point Mortgage Loan, (b) Gurnee Mills Mortgage Loan and (c) Peachtree Mall Mortgage
Loan, as applicable.


 


“Serviced
Pari Passu Companion Loan”: Each of (a) the Coconut Point Mortgage Loan, (b) Gurnee Mills Mortgage Loan and (c) Peachtree
Mall Mortgage Loan.


 






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“Serviced
Pari Passu Mortgage Loan”: Each of (a) the Coconut Point Mortgage Loan, (b) Gurnee Mills Mortgage Loan and (c) Peachtree
Mall Mortgage Loan.


 


“Serviced
Pari Passu Whole Loan”: Each of (a) the Coconut Point Whole Loan, (b) Gurnee Mills Whole Loan and (c) Peachtree Mall
Whole Loan.


 


“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 Coconut Point Mortgage Loan, (b) Gurnee Mills Mortgage Loan and (c) Peachtree Mall Mortgage
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: (i) the date specified as the applicable
remittance date (or equivalent concept) in the related Intercreditor Agreement or (ii) if no such applicable remittance date
(or equivalent concept) is so specified in the related Intercreditor Agreement, then the earlier of (A) the Remittance Date
and (B) if the Companion Loan has been included in an Other Securitization, one (1) business day after the “determination
date” (or any term substantially similar thereto) as defined in the related Other Pooling and Servicing Agreement, in each
case, as long as the date on which the remittance is required is at least one (1) Business Day after the Due Date.


 


“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


 






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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 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 each
successor 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 each successor 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, Whole Loan or REO Loan in the same manner in which interest
is calculated in respect of such loans. With respect to (a) Coconut Point Companion Loans, (b) the Gurnee Mills Companion Loans
and (c) the Peachtree Mall Companion Loans, the “Servicing Fee Rate” shall be a per annum rate equal to 0.00250%.


 


“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


 






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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 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


 






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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 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


 






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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 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.


 


“Significant
Obligor”: As defined in Section 11.16(g).


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year), the date that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately following
the


 






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date by which the related Mortgagor is required to deliver quarterly financial statements to the lender under the related
Loan Agreement in connection with such calendar quarter (which date is set forth in Section 11.12 for any Significant
Obligor with respect to the Trust). The Depositor, the Master Servicer and the Certificate Administrator acknowledge that in the
event the Mortgaged Property securing the related Serviced Companion Loan is a “significant obligor” (within the meaning
of Item 1101(k) of Regulation AB) with respect to an Other Securitization that includes such Serviced Companion Loan,
the date on which quarterly financial statements are required to be delivered to the related lender under the related Mortgage
Loan documents is, (a) with respect to net operating income information, for the Coconut Point Pari Passu Companion Loans, forty-five
(45) days following the end of each fiscal quarter, subject to the terms of the related loan agreement, (b) with respect to net
operating income information, for the Gurnee Mills Pari Passu Companion Loans, forty-five (45) days following the end of each
fiscal quarter, subject to the terms of the related loan agreement, and (c) with respect to net operating income information,
for the Peachtree Mall Pari Passu Companion Loan, forty-five (45) days following the end of each fiscal quarter, subject to the
terms of the related loan agreement.


 


“Significant
Obligor NOI Yearly Filing Deadline”: With respect to each calendar year, the date that is the 90th day after the end
of such calendar year.


 


“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 and Class 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 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;


 






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(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);


 


(g)          
in circumstances where no lender discretion is permitted other than confirming that the conditions in the related Mortgage
Loan documents have been


 






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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 REO 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 $5,000 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


 






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would result in a Special Servicing Fee equal to $5,000 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).


 


“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:


 


(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


 






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(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 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.


 


“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 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.


 






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“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).


 


“Tax
Returns”: The federal income tax returns on 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, 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-C7 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


 






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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 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 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;
and (xii) 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
Related Litigation”: As defined in Section 3.32(a) of this Agreement.


 


“Trust
REMIC”: as defined in the Preliminary Statement.


 


“Trustee”:
Wilmington Trust, 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 (and, if applicable, the District of Columbia).


 


“UCC
Financing Statement”: A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


 


“Underwriter”:
Credit Suisse Securities (USA) LLC.


 


“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.


 






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“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 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 Wilmington Trust, National Association, as Trustee, for the registered Holders of CSAIL 2016-C7 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C7, 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.


 






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“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 of the Class R Certificates, (ii) 2% in the case of the Class X-A, Class X-B, 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. The Class R Certificates will not
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).


 


“Whole
Loan”: Any of (i) the Coconut Point Whole Loan, (ii) the 9 West 57th Street Whole Loan, (iii) the Peachtree
Mall Whole Loan, (iv) the Gurnee Mills Whole Loan and (v) the GLP Industrial Portfolio B Whole Loan.


 


“Withheld
Amounts”: As defined in Section 3.21(a).


 






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“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) 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, 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 and Class X-B Certificates.


 


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.


 






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(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 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.


 






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[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, 19, 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; and (iii)  with respect to those Mortgage
Loans that were closed in November 2016 but have their first Due Date in December 2016, any interest amounts relating to the
period prior to the Cut-off Date). 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, 19, 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, 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


 



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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 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


 



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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, “Wells Fargo Bank, National
Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of registered
holders of CSAIL 2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C7, 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 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


 



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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 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


 



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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.


 


(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,


 



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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 “Tampa Marriott Westshore”,
“Holiday Inn & Suites Plantation,” “Staybridge Suites – Indianapolis, IN,” “Hotel Indigo
– Columbus IN,” “Holiday Inn Express & Suites Warrenton,” “Candlewood Suites – Fort Myers
FL” and “Country Inn & Suites Conyers” 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 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 in the name of the Trust for the benefit of all present and future Certificateholders,
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


 



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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
(so long as no Consultation Termination Event shall have occurred and be continuing and only with respect to Mortgage Loans other
than any Excluded Loan) 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
(so long as no Consultation Termination Event shall have occurred and be continuing and only with respect to Mortgage Loans other
than any Excluded Loan), the Operating Advisor, the Asset Representations Reviewer 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, (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


 



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(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 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


 



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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 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


 



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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.


 


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


 



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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-C7 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C7 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 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


 



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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;


 


(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 (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


 



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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 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.


 



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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 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


 



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related Mortgagor and (ii) if such Mortgage Loan
is or was a Delinquent Loan subject to an Asset Review, the amount of any fees payable, without duplication, 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 or in providing notice of such 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 (other than the Asset Representations Reviewer), 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
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


 



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counsel to the effect
that such release in lieu of a repurchase would not (A) cause any Trust REMIC to fail to qualify as a REMIC or (B) result in the
imposition of a tax upon any 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” that constitutes a Material 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 (or certified by the applicable recorder’s
office); (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 (or certified by the applicable recorder’s
office), 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 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


 



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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 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


 



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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)          If (i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this
Section 2.03 and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed
Underlying Loan in the related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect
shall be deemed to constitute a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group
for purposes of this paragraph, and the related Mortgage Loan Seller shall repurchase or substitute for such other Crossed Underlying
Loan(s) in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying
Loans satisfy the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such
Crossed Mortgage


 



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Loan Group satisfy the Crossed Underlying Loan Repurchase Criteria, the applicable Mortgage Loan Seller may elect
either to repurchase or substitute for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists
or to repurchase or substitute for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve
or other cash collateral or letters of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed
Underlying Loans in accordance with the related Mortgage Loan documents or otherwise on a pro rata basis based upon their
outstanding Stated Principal Balances. Except as provided in this Section 2.03(h) and Section 2.03(i),
all other terms of the related Mortgage Loans shall remain in full force and effect without any modification thereof.


 


(i)           Notwithstanding the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying
Loans, the Depositor may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be
repurchased pursuant to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided,
however, that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the
related Mortgage, this Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase
Criteria, (ii) in connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at
such Mortgage Loan Seller’s expense) to the effect that the contemplated action will not cause an Adverse REMIC Event and
(iii) in connection with such partial release, the related Mortgage Loan Seller delivers or causes to be delivered to the
Custodian original modifications to the Mortgage prepared and executed in connection with such partial release.


 


(j)           With respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase
or substitute for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or Section 2.03(i)
while the Trustee continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable
Mortgage Loan Seller and the applicable Master Servicer or, with respect to a Specially Serviced Loan, the applicable Special
Servicer, on behalf of the Trustee, as assignee of the Depositor, will, as set forth in the related Mortgage Loan Purchase Agreement,
forbear from enforcing any remedies against the other’s Primary Collateral but each will be permitted to exercise remedies
against the Primary Collateral securing its respective related Mortgage Loans, including with respect to the Trustee, the Primary
Collateral securing the Mortgage Loans still held by the Trustee, so long as such exercise does not materially impair the ability
of the other party to exercise its remedies against its Primary Collateral. If the exercise of the remedies by one party would
materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the
Crossed Underlying Loans held by such party, then both parties have agreed in the related Mortgage Loan Purchase Agreement to
forbear from exercising such remedies until the Mortgage Loan documents evidencing and securing the relevant Mortgage Loan can
be modified in a manner that complies with the related Mortgage Loan Purchase Agreement to remove the threat of material impairment
as a result of the exercise of remedies.


 


(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 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”),


 



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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 applicable Master Servicer (in the case of Non-Specially
Serviced Loans) and the applicable Special Servicer (in the case of Specially Serviced Loans) (the “Enforcing Servicer”)
shall be the Enforcing Party with respect to a Certificateholder 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 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


 



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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 or accept 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
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


 



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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 (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


 



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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.


 


(viii)       For the avoidance of doubt, none of the Depositor, any Mortgage Loan Seller nor any of their respective Affiliates shall
be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder.


 


(ix)         The
Requesting Certificateholder is entitled to elect either mediation or arbitration in its sole discretion; however, the Requesting
Certificateholder shall not be entitled to then utilize the alternative method in the event that the initial method is unsuccessful.


 


(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.


 



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(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 “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.


 



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(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 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


 



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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.


 


(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)       In the event that the method of dispute resolution selected is unsuccessful, the Requesting Certificateholder may not elect
to then utilize the alternative method.


 



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(ix)          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. Concurrently with such assignment and delivery, and in
exchange for the Mortgage Loans 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 Regular Interests and the Class LR
Interest to the Depositor; and (ii) 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, 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 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 in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest).


 


[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


 



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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.
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 , that any notices of default under such Ground Lease and required to be delivered to the leasehold mortgagee
pursuant to the terms of such Ground Lease shall be delivered to the Master Servicer (who shall forward such notice to the Special
Servicer), 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, or payable to the related Companion Holder, 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 outstanding principal balances of the related Serviced Pari Passu Mortgage Loan and Serviced
Pari Passu Companion Loan or (ii) with respect to any Serviced 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 second 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


 



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respect to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related 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 any Serviced 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 (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


 



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and the Companion Loans it is obligated to service hereunder, and shall follow such collection
procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard). 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 expenses
of the Trust;


 


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 Mortgage Loans (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of accrued
and unpaid interest on such Mortgage Loan to the extent of the excess of (i) unpaid interest (exclusive of Default Interest)
accrued 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) after taking into account any allocations pursuant to clause fifth below on earlier
dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this clause third that either
(A) was not advanced because 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 or (B) accrued at the related Net Mortgage Rate on the portion
of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to
time and as to which no P&I Advance was made;


 


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 liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


 



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fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) 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, plus (B) any unpaid interest (exclusive of Default Interest) that accrued at the related Net Mortgage
Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in
effect from time to time and as to which no P&I Advance was made (to the extent collections have not been allocated as recovery
of such 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 (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


 


twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;


 


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 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


 



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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 Mortgage Loans (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of accrued and
unpaid interest on such Mortgage Loan to the extent of the excess of (i) unpaid interest (exclusive of Default Interest)
accrued 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) after taking into account any allocations pursuant to fifth below or clause fifth
of Section 3.02(b)(i) on earlier dates, the aggregate portion of the accrued and unpaid interest described in
subclause (i) of this clause third that either (A) was not advanced because 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 or (B)
accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related
Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


 


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 sum of (A) 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, plus (B) any unpaid interest (exclusive of Default Interest) that accrued at the related Net Mortgage
Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in
effect from time to time and as to which no P&I Advance was made (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);


 



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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;


 


eighth,
as a recovery of any assumption fees, assumption application fees and Modification Fees then due and owing under such Mortgage
Loan; and


 


ninth,
as a recovery of any other amounts then due and owing under such Mortgage Loan (if both consent fees and Operating Advisor Consulting
Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees);


 


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)          [Reserved.]


 


(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


 



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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 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.


 



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(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 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


 



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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 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 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


 



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 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 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


 



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 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 in accordance with the Servicing
Standard 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 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


 



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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 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 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 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);


 



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(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 Wells Fargo Bank, National Association.
The Master Servicer shall give notice to the Trustee, the Special Servicer, the 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
and the Trustee as


 



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Holder of the Lower-Tier Regular Interests and (ii) the Upper-Tier REMIC Distribution Account for the
benefit of the Certificateholders and the Trustee as Holder of the Lower-Tier Regular Interests. The Master Servicer shall deliver
to the Certificate Administrator each month on or before the P&I Advance Date therein, for deposit 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. For the
avoidance of doubt, so long as Wells Fargo Bank, National Association is the Certificate Administrator, all funds held in the
Distribution Account and the Interest Reserve 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, within two (2) Business Days following the Companion Paying
Agent’s receipt of properly identified and available funds, 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), 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 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


 



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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) 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, 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 any and 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 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


 



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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 Wilmington Trust, National Association, as
Trustee for the Holders of the CSAIL 2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2016-C7 as their interests may appear”, or in the name of any successor trustee, as Trustee for the Holders of the CSAIL
2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C7 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 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 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 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 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)          [Reserved.]


 



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(d)          [Reserved.]


 


(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.


 


(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 any Trust REMIC. 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


 



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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 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); (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; and (C) to remit to the Certificate
Administrator for deposit into the Interest Reserve Account any Withheld Amounts collected on the Actual/360 Mortgage Loan for
the due dates in January (except during a leap year) and February of any calendar year;


 


(ii)          (A)  to pay itself (or, with respect to any Transferable Servicing Interest, to pay Wells Fargo Bank, National
Association if Wells Fargo Bank, 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 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 outstanding 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),


 



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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 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 outstanding 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


 



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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, 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 outstanding 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


 



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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, 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


 



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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 outstanding 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;


 


(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 outstanding 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


 



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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 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 outstanding 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 outstanding 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


 



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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 any 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 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


 



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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.


 


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


 



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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;


 


(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)          [Reserved]


 


(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


 



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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 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


 



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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 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
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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 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


 



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Special Servicer, as applicable,
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)  To the extent permitted by the
related Mortgage Loan documents and required by the Servicing Standard, the Master Servicer (with respect to the Mortgage
Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use 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 all
insurance coverage as is 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, and such insurance coverage is to be obtained from an insurer meeting the requirements under, the
related Mortgage Loan documents, 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, in accordance with the Servicing Standard (and (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 an REO Property, the Special Servicer, 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 if any Mortgage Loan documents permit 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 a REO Property, the Special


 



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Servicer will impose or maintain such insurance requirements as are consistent with
the Servicing Standard taking into account the insurance in place at the origination of the Mortgage Loan; provided,
further, 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 or the Special Servicer, as applicable,
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 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


 



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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 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 (provided that the Master Servicer will be entitled to conclusively rely upon the
certificates of insurance in determining whether such policies 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


 



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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 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. Consistent with
subsection (a) above, 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
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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, “A-” by Fitch and “A(low)” by DBRS (if rated by DBRS), the Master Servicer (or its public
parent) or the Special Servicer (or its public parent), as applicable, shall be allowed to provide self-insurance 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


 



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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.


 


(f)           Each of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep
in full force and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified
Insurer covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


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 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


 



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 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 requested 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 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


 



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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
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 or the Master Servicer, as applicable, 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


 



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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. 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.


 






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(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
(or consent to the Master Servicer taking any such action) 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).


 


(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


 






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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 any 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
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


 






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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 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


 






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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 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


 






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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 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


 






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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.


 


(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.


 






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(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 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


 






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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 and other similar fees received on any Mortgage Loans solely to the extent the Master Servicer is processing
the underlying transaction (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 similar fees (other than assumption application fees and defeasance
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 that the consent, processing or approval of the Special Servicer is not required to
take such actions, (iv) 50% of all assumption, waiver, consent and earnout fees, and other similar 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, (v) 100% of charges by the Master Servicer collected for
checks returned for insufficient funds and (vi) 100% of charges for beneficiary statements or demands actually paid by the related
borrowers under such Mortgage Loans (and any related Serviced Pari Passu Companion Loan) that are not Specially Serviced Loans.
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 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


 






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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 and Special Servicer shall each be entitled to charge and retain reasonable
review fees in connection with any Mortgagor request to the extent such fees are not prohibited under the related Mortgage Loan
documents and are actually paid by or on behalf of the related Mortgagor.


 


Notwithstanding
anything herein to the contrary, Wells Fargo Bank, National Association 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 Wells
Fargo Bank, National Association 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.


 


(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 other similar
items received with respect to Mortgage Loans for which the Special Servicer is processing the underlying


 






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assumption related transaction,
(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 all assumption, 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). In addition, the Special
Servicer shall be entitled to retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage
Loan) reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under
the related Mortgage Loan documents, and only to the extent actually paid by the related Mortgagor. 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


 






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Workout Fees payable on Specially Serviced Loans for which the resigning
or 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 Master Servicer 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 and
(ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar year
2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); 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, to the extent not paid by
the related Mortgagor, reimbursed first from Default Interest and late charges constituting additional compensation of
the Special Servicer on the related Mortgage Loan (but with respect to the Serviced Whole Loan, only from amounts available
for such purpose under the related Intercreditor Agreement) and then from the Collection Account, as an expense of the
Trust, 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 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 (A) detailing the condition of and any damage to the Mortgaged Property to the extent evident
from the inspection, (B) 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 and


 






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(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 (C) including photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall each
deliver a copy (in electronic format) of each such report prepared by it to the other party, 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),
to the Certificate Administrator (for posting to the Certificate Administrator’s Website for review by Privileged Persons)
and to the Trustee within seven (7) Business Days after the later of (i) the completion of such report or (ii) the Special Servicer’s
or the Master Servicer’s, as applicable, receipt 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. 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, 2018. 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).


 


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


 






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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 following the receipt
of such quarterly operating statement for the quarter ending March 31, 2017, 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 or make available copies (in electronic format) of 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
following the receipt of such annual operating statement for the calendar year ending December 31, 2017, 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 or make available
copies (in electronic format) of 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 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


 






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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) solely with respect to REO Properties (other than a Non-Serviced
Mortgaged Property), 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 December 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 initial 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 December 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 December 2016, the Master Servicer shall deliver or cause to be delivered to the Certificate
Administrator via electronic format the CREFC® Loan Periodic Update File and the CREFC® Appraisal
Reduction Amount Template. 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 or make available
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


 






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the Certificate 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 state


 






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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 to the Master Servicer or the Special
Servicer, as applicable, the Master Servicer (with respect to Non-Specially Serviced


 






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Loans) or the Special Servicer (with respect
to Specially Serviced 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, as applicable, 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, as applicable,
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 on
account of it constituting Excluded Information) 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.


 


(b)          
The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution
Date Statements, 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:


 






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(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 (with respect to the initial Distribution Date) 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 Distribution Date Statements 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;


 


(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


 






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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);


 


(C)          
any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19; and


 


(D)          
the CREFC® Appraisal Reduction Template or a detailed worksheet showing the calculation of each Appraisal
Reduction Amount, Collateral Deficiency Amount, and Cumulative Appraisal Reduction Amount on a current and cumulative basis;


 


(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 Article XII;


 


(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;


 


(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);


 


provided that with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence
of an Excluded Loan, the Certificate Administrator will only be required to make available such notice of the occurrence and continuance
of a Control Termination Event or the notice of the occurrence and continuance of a Consultation


 






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Termination Event to the extent
the Certificate Administrator has been notified of such Excluded Loan.


 


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 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 Distribution Date Statements, 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


 






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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) and/or Excluded 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 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) and/or Excluded 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) and/or Excluded 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.


 


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


 






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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 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-C7” 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;


 






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(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;


 


(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;


 






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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


 


(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-C7” in the subject line).


 


Upon
delivery by the Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information
from the Depositor’s 17g-5 Website (the “Pre-close Information”), the 17g-5 Information Provider shall
make such information available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant
to this Section 3.13(c). Such information shall be provided to the 17g-5 Information Provider via electronic media
and delivered to the 17g-5 Information Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information
Provider to provide access to the Pre-close Information or any other information on the 17g-5 Information Provider’s Website
to any designee or third party.


 






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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-C7”
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.


 


(d)          
Certain information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements 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., CMBS.com, 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 Underwriter 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


 






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(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 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).


 






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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 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 or the Special Servicer, as applicable,
that it does not intend to use such information in undertaking credit rating surveillance for any Class of Certificates; 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).


 






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(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 the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC
Provisions) and such qualifying 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 and the Certificate Administrator an Opinion
of Counsel, addressed to the Trustee and 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.


 






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(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 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


 






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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


 


(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;


 






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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. The Special Servicer shall
cause any Mortgaged Property acquired as an REO Property to be operated and managed in a manner that would, in its good faith
and reasonable judgment and to the extent commercially feasible, maximize the Trust’s net after-tax proceeds from such property.


 


(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;


 


(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).


 






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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 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 and Section 3.16(d))
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 Certificateholders or, if applicable, the Certificateholders
and the Serviced Companion Noteholder(s) (as a collective whole as if the Trust and the Serviced Companion Loan Noteholder(s)
constituted a single lender), 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


 






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Certificateholder
not less than ten (10) days’ prior written notice of its intention to sell any Specially Serviced Loan, in which case,
subject to Section 3.16(a)(iv), 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 outstanding principal balance plus all accrued and unpaid
interest and outstanding costs and expenses and certain other amounts pursuant to this Agreement (the “Par Purchase
Price”) or, at its option, if it has received no offer at least equal to the Par Purchase Price therefor, purchase
such Specially Serviced Loan at such Par 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 Par 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. In determining whether any offer from a Person other than an Interested Person constitutes
a fair price for any Defaulted Loan or REO Property, the Special Servicer shall take into account (in addition to the results
of any Appraisal, updated Appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within the prior
6 months), among other factors, the period and amount of the occupancy level and physical condition of the related Mortgaged Property
and the state of the local economy. 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 Par Purchase
Price and (ii) the offer is the highest offer received; provided, however, that no offer from an Interested Person
will constitute a fair price unless (A) it is the highest offer received and (B) if the offer is less than the applicable Par
Purchase Price, 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 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 conducted in accordance
with this Agreement within the preceding 6-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 and the offer is less than the Par Purchase Price, the Trustee may, at its option,
(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 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


 






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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 (provided that the Trustee shall not engage a third party expert whose fees exceed a commercially reasonable amount
as determined by the Trustee) 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 and, in the case of a sale of a Serviced Whole Loan, the related
Companion Holder(s) (as a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder(s)
constituted a single lender). 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 and, in the case of a sale of a Serviced Whole Loan, the related
Companion Holder(s) (as a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted
a single lender (and with respect to any AB Whole Loan, taking into account the subordinate nature of the related Subordinate
Companion Loan)) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the
terms offered by the prospective buyer making the lower offer are more favorable); 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 Defaulted 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.


 


(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.


 






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(b)          
(i)  (A)  The Special Servicer may purchase any REO Property at the Par 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 Par Purchase Price and its intention to (i) purchase any REO Property at the Par 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 Par 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 and (ii) the offer is the highest offer received; provided, however, that no offer from an Interested Person
will constitute a fair price unless (A) it is the highest offer received and (B) if the offer is less than the applicable Par
Purchase Price, 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 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


 






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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)
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).


 






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(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 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


 






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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. 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.


 






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(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. 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
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).


 






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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.


 


(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


 






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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 agree to any modification, waiver or amendment to 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 be considered satisfied with respect to the 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


 






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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 Mortgagor provides an Opinion of Counsel that if such amount is not paid the
related Mortgage Loan will not fail to be a “qualified mortgage” 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).


 


(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 other
than any Excluded 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 rights of the related mezzanine lender,


 






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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; 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
any 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 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


 






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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 Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
(after the occurrence and during the continuance of a Control Termination Event), the Directing


 






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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 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 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


 






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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), (iv) and (v) in the preceding sentence would be inconsistent with the related Mortgage
Loan


 






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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 any 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). Notwithstanding the foregoing, with respect to certain Mortgage Loans, identified on Schedule 4 hereto, originated or acquired by BSP, Silverpeak or Column, as applicable, that are subject to defeasance, (i) the related
Mortgage Loan Seller has retained on behalf of itself or its affiliate the right, if any, to establish or designate the successor
borrower and (ii) the related Mortgage Loan Seller has retained on behalf of itself or its affiliate the right, if any, to purchase
or cause to be purchased the related defeasance collateral (collectively, the “Loan Seller Defeasance Rights and Obligations”).
In the event the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan that provides for Loan
Seller Defeasance Rights and Obligations in the related Mortgage Loan Documents, the Master Servicer shall provide, within five
(5) business days of receipt of such notice, written notice of such defeasance request to the related Mortgage Loan Seller. Until
such time as the related Mortgage Loan Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan
with Loan Seller Defeasance Rights and Obligations shall be delivered to the related Mortgage Loan Seller, as applicable, pursuant
to the notice provisions hereof. If the successor borrower is not designated or formed by BSP, Silverpeak or Column, as the case
may be, or any Affiliate or successor thereto, the successor borrower shall be reasonably acceptable to the Master Servicer in
accordance with the Servicing Standard.


 






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(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 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 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,


 






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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 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


 






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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 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;



 






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		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 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.


 


A
summary of each Asset Status Report shall be provided to the Certificate Administrator and the Trustee.


 


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


 






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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 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


 






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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, (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 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


 






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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 any Trust REMIC to
fail to qualify as a REMIC 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 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


 






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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 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


 






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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 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.


 






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(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 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


 






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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.


 


(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 (all
amounts so deposited pursuant to this sentence in any particular January and/or February, “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, and deposit such amount into the Lower-Tier REMIC Distribution
Account.


 






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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.


 


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


 






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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.


 


(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 (or each Certificate Owner of the Controlling Class, if applicable), 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, RREF III
Debt AIV, LP 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.


 






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(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 one or more Classes of
Certificates, including, without limitation, 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 as set forth in (i) – (iv) above, 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


 


(h)          
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 or provide
the name, contact information and address of the then-current Directing Certificateholder 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)


 






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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 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 Cumulative 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.”


 






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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 Cumulative 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 Cumulative 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.”


 


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


 






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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 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, (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


 






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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 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


 






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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 Serviced 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 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.”
Once the RAC Requesting Party has sent a request for a Rating Agency Confirmation to the 17g-5 Information Provider, such RAC
Requesting Party, may, but shall not be obligated to send such request directly to the Rating Agencies in accordance with the
procedures set forth in Section 13.10(d).


 


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


 






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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) 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 a special servicer), if Fitch is the non-responding Rating
Agency, (ii) 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 a 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 commercial mortgage-backed securitization 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, or (iii) DBRS has not publicly cited
servicing concerns of the applicable replacement master servicer or special servicer 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 ratings downgrade or
withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable master
servicer or special servicer prior to the time of determination, if DBRS 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


 






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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.


 


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


 






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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 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) 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. Notwithstanding the foregoing, no Operating
Advisor Annual Report shall be required from the Operating Advisor with respect to any calendar year as to which no Asset Status
Report was prepared by the Special Servicer in connection with a Specially Serviced Loan or REO Property.


 


(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 and the Operating Advisor shall not be subject to any liability
arising from such limitations or prohibitions. 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


 






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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 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 the Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or
the application of the non-discretionary portions of the 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


 






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the 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 the
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
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 and REO Loan (in each case, excluding any Non-Serviced Mortgage
Loans and excluding any Companion Loans). 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 Mortgage Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan or
REO Mortgage 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 Mortgage Loan is


 






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computed.
The Operating Advisor Fee shall be payable from funds on deposit in the Collection Account as provided in Section 3.05(a)(ii) of this Agreement.


 


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 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), and (ii) payment by such requesting Holders to the Certificate Administrator of
all reasonable fees and expenses to be incurred by the Certificate


 






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Administrator in connection with administering such vote. 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; provided, further, that no such termination shall terminate the rights of the Operating
Advisor that accrued prior to such termination, including accrued and unpaid compensation and indemnification rights. The Trustee
may rely on a 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
(for any Mortgage Loan other than an Excluded Loan and 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.


 






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(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. 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.


 


In
addition, the Operating Advisor may resign without cost or expense on or after any date on which 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. The Operating Advisor shall provide all of the parties hereto
and the Directing Certificateholder 30 days prior written notice of any such resignation. If the Operating Advisor resigns under
such circumstance, then no replacement operating advisor shall be appointed. The resigning operating advisor shall be entitled
to, and subject to, any rights and obligations that accrued under the PSA prior to the date of any such resignation (including
accrued and unpaid compensation) and any indemnification rights arising out of events occurring prior to its resignation.


 


(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 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 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


 






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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.


 


(t)           
The Operating Advisor 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 3.26(t); provided that no
agent or subcontractor may (i) be affiliated with a Mortgagor, 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 Operating
Advisor shall remain obligated and primarily liable for its obligations 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 Operating Advisor alone were performing its obligations under this Agreement. The Operating Advisor shall
be entitled to enter into an agreement with any agent or subcontractor providing for indemnification of the Operating Advisor
by such agent or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


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


 






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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 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.


 






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(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 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 Consultation Termination Event, or the Special Servicer, following the occurrence and during the continuance of a Consultation
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 each Non-Serviced Mortgage Loan and Serviced Whole 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 Serviced Mortgage Loan, any Serviced Pari Passu 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, or other obligor on the related Note or any
Affiliates thereof (each a “Borrower Related Party”) against the Trust, the Master Servicer 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 and


 






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obligations of the Trust, or of the Mortgagor
or other Borrower Related Party under the related Mortgage Loan documents, or with respect to the related Mortgaged Property or
other collateral securing such Mortgage Loan (or Serviced Whole Loan), or otherwise with respect to the enforcement of the obligations
of a Borrower Related Party under the related Mortgage Loan documents (“Trust Related Litigation”). In the event that
the Master Servicer is named in any Trust Related Litigation but the Special Servicer is not named in such Trust Related Litigation
(regardless of whether the Trust is named in such Trust Related Litigation), the Master Servicer shall notify the Special Servicer
of such litigation as soon as practicable but in any event no later than within ten (10) Business Days of the Master Servicer
receiving service of such Trust Related Litigation.


 


(b)          
 To the extent the Master Servicer is named in the Trust 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 subsection,
the Master Servicer shall use reasonable efforts to (i) provide monthly status reports to the Special Servicer regarding such
Trust Related Litigation; (ii) seek 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 decisions and resolutions related to the interests of the Trust in such Trust Related Litigation, including but
not limited to the selection of counsel; provided that the Master Servicer shall have the right to engage separate counsel
relating to claims or counter-claims against or on behalf of the Master Servicer to the extent set forth in Section 3.32(e);
and provided, further, that if there are claims or counter-claims against or on behalf of the Master Servicer and
the Master Servicer has not determined that separate counsel is required for such claims or counter-claims, such counsel shall
be reasonably acceptable to the Master Servicer.


 


(c)          
The Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of any
Trust Related Litigation or (ii) initiate any material Trust Related Litigation unless and until (A) it has notified in writing
the Directing Certificateholder (only if the related Mortgage Loan is not an Excluded Loan and prior to the occurrence and continuance
of a Consultation Termination Event) (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 Serviced Companion Loan (if such matter affects such related
Serviced Companion Loan) (to the extent the identity of the holder of such Serviced Companion Loan is actually known to the Special
Servicer), and (B) the Directing Certificateholder (only if the related Mortgage Loan is not an Excluded Loan and prior to the
occurrence and continuation of a Control Termination Event) 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 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 Companion Holders, the Special Servicer may take such action without waiting for the Directing
Certificateholder’s response.


 






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(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 (or any other party to this Agreement)
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 to represent the interests of the Trust in Trust Related Litigation,
and subject to the rights of the Special Servicer to direct the Master Servicer’s actions in this Section 3.32, the
Master Servicer shall retain the right to make determinations relating to claims or counter-claims against or on behalf of the
Master Servicer, including but not limited to the right to engage separate counsel and to appear in any proceeding on its own
behalf in the Master Servicer’s reasonable discretion, the cost of which 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 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)         
 Notwithstanding the Master Servicer’s right to make determinations relating to claims or counter-claims against
or on behalf of the Master Servicer, the Special Servicer shall have the right at any time in accordance with the Servicing Standard
to (i) direct the Master Servicer to settle any claims or counter-claims asserted against or on behalf of the Master Servicer
(whether or not the Trust or the Special Servicer is named in any such claims or Trust Related Litigation) (and with respect to
any material settlements with respect to any Mortgage Loan other than an Excluded Loan, with the consent or consultation of the
Directing Certificateholder prior to a Control Termination Event or Consultation Termination Event, respectively) and (ii) otherwise
reasonably direct the actions of the Master Servicer relating to claims or counterclaims against or on behalf of the Master Servicer
(whether or not the Trust or the Special Servicer is named in any such claims or counter-claims or Trust Related Litigation),
provided in either case that (A) such settlement or other direction does not require any admission of liability or wrongdoing
on the part of the Master Servicer, (B) the cost of such settlement or any resulting judgment is paid by the Trust and payment
of such cost or judgment is provided for in this Agreement, (C) the Master Servicer is indemnified as and to the extent provided
in this Agreement for all costs and expenses of the Master Servicer incurred in defending and settling the Trust Related Litigation
and for any judgment, (D) 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 (E) the Special Servicer provides the Master


 






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Servicer
with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C).


 


(h)          
In the event both the Master Servicer and the Special Servicer or the Trust are named in Trust Related Litigation, the
Master Servicer and the Special Servicer shall 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 Trust 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 Trust Related Litigation, with the consent or consultation of the Directing Certificateholder
prior to the occurrence and continuance of a Control


 






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Termination Event or Consultation Termination Event, respectively) from initiating
any action, suit, litigation or proceeding in its name as representative of the Trust.


 


Notwithstanding
the foregoing or anything to the contrary in this Section 3.32, this Section 3.32 shall not apply
to any Trust Related Litigation and shall have no force and effect with respect thereto, in the event that either (i) at the time
such Trust Related Litigation is commenced or at any time during the continuance of such Trust 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 Trust 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 Trust 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
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 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 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


 






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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).


 


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


 






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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-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), up to an amount equal to 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;


 






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(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;


 


(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 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;


 


(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;


 






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(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 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


 






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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 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 LE Uncertificated Interest, the Class X-E Certificates, (iv) in
the case of the Class LF Uncertificated Interest, the Class X-F Certificates and (v) in the case of the Class LNR
Uncertificated Interest, 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).


 






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Amounts distributable pursuant to this paragraph are referred to herein collectively as the “Lower-Tier Distribution
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 and the last sentence of Section 4.04(a).


 


(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 in the case of amounts distributable to YM Group A, to the Class X-A Certificates
and in the case of amounts distributable to YM Group B, to the Class X-B 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, the aggregate amount of such Yield


 






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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 or Class R 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 the Gain-on-Sale Remittance Amount, in respect of such amounts previously deemed allocated
to the related Classes of Certificates 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 written wiring instructions no less than five (5) 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 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.


 






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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 Underwriter 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 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).


 






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(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)            
[Reserved.]


 


(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;


 


(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


 






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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 Master Servicer 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
Master Servicer Remittance Date.


 


Section 4.02           Distribution
Date Statement; 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 “Distribution Date Statement”) 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;


 


(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


 






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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 to
Yield Maintenance Charges;


 


(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 Certificates) immediately following such
Distribution Date;


 


(xvi)        the amount of any Appraisal Reduction Amounts, Collateral Deficiency Amounts and Cumulative 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, Collateral Deficiency
Amount and Cumulative Appraisal Reduction Amount effected in connection with such Distribution Date;


 


(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;


 






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(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 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


 






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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; and


 


(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.


 


In
the case of information furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii)
and (xxiv) 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 (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]


 



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(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 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
Distribution Date Statement 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


 



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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 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 on account
of it constituting Excluded Information) 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


 



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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, (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 or (iii)
make P&I Advances in the form of any combination of (i) and (ii) 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 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.


 


(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


 



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(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 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,


 



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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 Yield Maintenance
Charges, Default Interest, late payment charges, 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.


 


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


 



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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; Collateral Deficiency 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 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).


 


As
of the first Determination Date following a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becoming an AB Modified Loan,
the Special Servicer shall calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking


 



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into account the most recent Appraisal obtained by the Special Servicer with respect to such Mortgage Loan, and all other information
relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by the Special Servicer
that a Non-Serviced Mortgage Loan has become an AB Modified Loan, the Special Servicer shall (i) promptly request from the related
Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee the most recent appraisal with respect to
such AB Modified Loan, in addition to all other information reasonably required by the Master Servicer to calculate whether a
Collateral Deficiency Amount exists with respect to such AB Modified Loan, and (ii) as of the first Determination Date following
receipt by the Special Servicer of the appraisal and any other information set forth in the immediately preceding clause (i) that
the Special Servicer reasonably expects to receive, calculate whether a Collateral Deficiency Amount exists with respect to such
AB Modified Loan, taking into account the most recent appraisal obtained by the Non-Serviced Special Servicer with respect to
such Non-Serviced Mortgage Loan, and all other information relevant to a Collateral Deficiency Amount determination. Upon obtaining
knowledge or receipt of notice by any other party to this Agreement that a Non-Serviced Mortgage Loan has become an AB Modified
Loan, such party shall promptly notify the Master Servicer thereof. The Master Servicer, upon reasonable prior written request,
shall provide the Special Servicer with information in its possession that is reasonably required to calculate or recalculate
any Collateral Deficiency Amount. The Master Servicer shall use reasonable efforts to assist the Special Servicer in obtaining
information reasonably required to calculate or recalculate any Collateral Deficiency Amount with respect to a Non-Serviced Mortgage
Loan in the event that the Special Servicer is unsuccessful in obtaining such information from the related Non-Serviced Master
Servicer, Non-Serviced Special Servicer or Non-Serviced Trustee. None of the Master Servicer, the Trustee or the Certificate Administrator
shall calculate or verify any Collateral Deficiency Amount.


 


For
purposes of determining the Controlling Class and whether a Control Termination Event has occurred and is continuing, Collateral
Deficiency Amounts allocated to an AB Modified Loan will be allocated to each Class of Control Eligible Certificates in reverse
sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class of Control
Eligible Certificates is reduced to zero (i.e., first, to the Class NR Certificates, second, to the Class F Certificates,
and third, to the Class E Certificates). For the avoidance of doubt, for purposes of determining the Controlling Class or the
occurrence of a Control Termination Event, any Class of Control Eligible Certificates shall be allocated both applicable Appraisal
Reduction Amounts and applicable Collateral Deficiency Amounts (the sum of which shall constitute the applicable Cumulative Appraisal
Reduction Amount), in accordance with this Section 4.05(a).


 


With
respect to (i) any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or
determining the Voting Rights of the related Classes for purposes of removal of the Special Servicer or Operating Advisor and
(ii) any Appraisal Reduction Amount or Collateral Deficiency Amount calculated for purposes of determining the Controlling
Class or the occurrence of a Control Termination Event, the appraised value of the related Mortgaged Property shall be determined
on an “as is” basis.


 


The
Master Servicer shall promptly notify the Certificate Administrator of the amount of any Appraisal Reduction Amount (which notification
shall be made by delivery of the


 



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CREFC® Loan Periodic Update File in accordance with Section 3.12(d)),
any Collateral Deficiency Amount and any resulting Cumulative Appraisal Reduction Amount allocated to each Mortgage Loan, AB Modified
Loan or Serviced Whole Loan (which notification may be satisfied through delivery of such information included in the CREFC®
Appraisal Reduction Amount Template included in the CREFC® Investor Reporting Package in accordance with
Section 3.12(d)) and the Certificate Administrator shall promptly post notice of such Appraisal Reduction Amount,
Collateral Deficiency Amount and/or Cumulative Appraisal Reduction Amount, as applicable, to the Certificate Administrator’s
Website. Based on information in its possession, the Certificate Administrator shall determine from time to time which Class of
Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator
shall notify the Master Servicer, the Special Servicer and the Operating Advisor of such event, including the identity and contact
information of the new Controlling Class Certificateholder and the identity of the Controlling Class as set forth in Section 3.23(m)
(the cost of obtaining such information from the Depository being an expense of the Trust).


 


(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 or Collateral Deficiency Amount (as applicable) 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 or as to which there exists a Collateral Deficiency
Amount (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 or Collateral Deficiency Amount (as applicable) is warranted, and if so warranted, the Special
Servicer shall recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, 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 or Collateral Deficiency Amount, if applicable. 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 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 or


 



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Collateral Deficiency Amount (as applicable) is warranted or (B) the Special Servicer
recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) 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 the 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 promptly 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 or Collateral Deficiency 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 and, to the extent required by the related Intercreditor Agreement, the Other Trustee 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 or Collateral Deficiency Amount, such redetermined Appraisal Reduction Amount or
Collateral Deficiency Amount shall replace the prior Appraisal Reduction Amount or Collateral Deficiency


 



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Amount, as applicable,
with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the 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 or Collateral
Deficiency 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 six-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 or Collateral Deficiency 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.


 


The
Master Servicer shall deliver by electronic mail to the Special Servicer any information in its possession 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 that 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 Mortgage Loan. Any Appraisal
Reduction Amount in respect of any Serviced Pari Passu Whole


 



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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(s), based upon their respective outstanding
principal balances.


 


Section 4.06          [Reserved].


 


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 Distribution Date Statement, (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 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, (vi) answering any Inquiry
would or is reasonably expected to result in a waiver of an attorney-client


 



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privilege or the disclosure
of attorney work product or (vii) answering any Inquiry is otherwise, for any reason, not advisable, it shall not
be required to answer such Inquiry and, in the case of the 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, (vi) answering any
Inquiry would or is reasonable expected to result in a waiver of an attorney-client privilege or the disclosure of attorney
work product or (vii) 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 Underwriter or any of their respective
Affiliates. None of the Underwriter, 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. 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


 



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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 Distribution Date Statements, 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 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


 



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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 Underwriter, 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, 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


 



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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 Certificates (other than the Class X-E, Class X-F, Class X-NR and Class
R 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 Certificates shall be issued, maintained and
transferred in minimum


 



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percentage interests of 10% of such Class R Certificates and in integral multiples of 1% in excess thereof.


 


(b)          One authorized signatory shall sign the Certificates for the Certificate 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 Purchaser to RREF III Debt AIV, LP) 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 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.


 



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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 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,


 



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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 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


 



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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 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


 



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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 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


 



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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 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


 



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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.


 


(m)         With respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial
transfer to the Initial Purchaser) 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 and will
not become (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


 



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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 Purchaser, the Underwriter, 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 Purchaser, the Underwriter,
the Operating Advisor or the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be deemed to represent that
it is not and will not become 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 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 R Certificate. Each prospective transferee of a Class R 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.


 



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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 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.


 



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(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 (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


 



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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 as of the most recent Record
Date as they appear in the Certificate Register. 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 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


 



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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.


 


(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.


 



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(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 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.


 






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(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 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;


 



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(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
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


 



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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 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,


 



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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 New York, 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;


 


(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;


 



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(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 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.


 



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(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 New York, 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 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


 



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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.


 


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 


 



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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 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


 



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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 third 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, 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


 



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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 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


 



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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 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


 



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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 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


 



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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.


 


(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


 



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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,
the Operating Advisor or the Asset Representations Reviewer.


 


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 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


 



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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 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


 



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 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 (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) if the applicable Mortgage Loan Seller makes such Loss of Value Payment within
the 90-day initial cure period or, if applicable, within the subsequent 90-day extended cure period;


 



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(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 rights
with respect thereto, in each case, in a manner that materially and adversely affects the holders of the Control Eligible Certificates;


 



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(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 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


 



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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 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


 



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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 one or more Classes of Certificates including 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
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.


 



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(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 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.


 


Section 6.09          
Knowledge of Wells Fargo Bank, National Association.  Except as otherwise expressly set forth in this Agreement,
Wells Fargo Bank, National Association acting in any particular capacity hereunder will not be deemed to be imputed with knowledge
of (a) Wells Fargo Bank, National Association, acting in a capacity that is unrelated to the transactions contemplated by this
Agreement, or (b) Wells Fargo Bank, National Association, acting in any other capacity hereunder, except, in the case of either
clause (a) or clause (b), where some or all of the obligations performed in such capacities are performed by one
or more employees within the same group or division of Wells Fargo Bank, National Association, or where the groups or divisions
responsible for performing the obligations in such capacities have one or more of the same Responsible Officers or Servicing Officers,
as applicable; provided that the knowledge of employees performing special servicing functions shall not be imputed to
employees performing master servicing functions and vice versa.


 


[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 a required deposit to the Collection Account or remit to the Companion
Paying Agent for deposit into the related Companion Distribution Account on the day and by the time such deposit or remittance
was 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


 



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(ii)          any failure by the Special Servicer to deposit into the REO Account, within two (2) Business Days after the day such deposit
is required to be made or to remit to the Master Servicer for deposit in the Collection Account or any other required account
hereunder, any amount required to be so deposited or remittance required to be made by the Special Servicer pursuant to, and at
the time specified by, this Agreement; or


 


(iii)         any failure by 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 thirty (30) days (or (A) fifteen (15)
days in the case of the Master Servicer’s failure to make a Servicing Advance or (B) twenty (20) days in the case
of a failure to pay the premium for any property 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 written notice of the failure has 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 that Class
Percentage Interests aggregating not less than 25% or, with respect to a Serviced Whole Loan, by the related Serviced Companion
Noteholder; provided, however, that if that failure is capable of being cured and the Master Servicer or Special
Servicer, as applicable, is diligently pursuing such cure, that 30-day period will be extended an additional sixty (60) days;
provided 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; provided,
further, however, that such extended period will not apply to the obligations set forth in Article XII; or


 


(iv)         any breach on the part of the Master Servicer or the Special Servicer of any representation or warranty in Section 6.01(a) and Section 6.01(b), as applicable, that materially and adversely affects the interests of any Class of Certificateholders
or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and that continues unremedied for a period of thirty
(30) days after the date on which notice of that 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
of any Class, evidencing as to that class, Percentage Interests aggregating not less than 25% or, with respect to a Serviced Whole
Loan, by the related Serviced Companion Noteholder; provided, however, that if that breach is capable of being cured
and the Master Servicer or the Special Servicer, as the case may be, is diligently pursuing that cure, that 30-day period will
be extended an additional sixty (60) days; provided 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


 



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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


 


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


 


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


 


(viii)       either of Moody’s or DBRS 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


 


(ix)          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


 


(x)           the Master Servicer or the Special Servicer, as applicable, or any primary servicer or sub-servicer appointed by the Master
Servicer or the Special Servicer, 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 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).


 



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(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 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 25% 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).


 



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(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)(viii) or (ix), the Master Servicer shall have a forty-five (45) day period after
such notice in which to find a successor 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


 



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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 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 Distribution Date Statement 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 (or similarly defined term) 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


 



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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.


 


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).


 



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(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 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.


 



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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
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 Section 6.04 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


 



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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 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


 



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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 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


 



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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 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


 



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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.


 


(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


 



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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).


 


(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;


 



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(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 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;


 



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(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 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


 



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the
Depositor, the Master Servicer, the Special Servicer or the Underwriter in banking 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,
and the securitization trust formed under the Non-Serviced PSA 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


 



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with any of the provisions hereof, which are not “unanticipated expenses of the REMIC” within the meaning of Treasury
Regulations 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, “A-” by Fitch and “A” by DBRS; provided that
the trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it maintains
a long-term unsecured debt rating of no less than “Baa2” by Moody’s, “A-” by Fitch and “A(low)”
by DBRS, (b) its short-term debt obligations have a short-term rating of not less than “P-2” from Moody’s, “F1”
by Fitch and “R-1(low)” by DBRS and (c) the master servicer maintains a rating of at least “A2” by Moody’s,
“A+” by Fitch and “A” by DBRS; provided, further, that if any such institution is not rated
by DBRS, such institution maintains an equivalent (or higher) rating by any two other NRSROs, 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.


 



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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 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


 



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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 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.


 



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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 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-C7 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C7 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-C7 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C7 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


 



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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 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


 






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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 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


 



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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 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;


 



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(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
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;


 



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(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;


 


(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


 



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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 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 Certificates and the Class X-A,
Class X-B, Class B, Class C and Class D Certificates have been reduced to zero, the voluntary exchange by the Sole Certificateholder
of all the outstanding Certificates (other than


 



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the 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 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 and Class 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 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 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 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
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 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.


 






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The
obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator and the 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


 






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Certificates. For purposes of this Section 9.01, the Directing Certificateholder with the consent 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, and (ii) 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 any 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. By their
acceptance thereof, the Holders of the largest Percentage Interest in the Class R Certificates shall be designated as the “tax
matters person”, in the manner provided under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section
301.6231(a)(7)-1, and the “partnership representative”, within the meaning of Section 6223 of the Code (to the extent
such provision is applicable to the Trust REMICs) of each Trust REMIC. By their acceptance thereof, the Holders of the largest
Percentage Interest in the Class R Certificates hereby agree to irrevocably appoint the Certificate Administrator as their agent
to perform all of the duties of the “tax matters person” and “partnership representative” 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 any Trust REMIC to fail to qualify
as a REMIC or (ii) result in the imposition of a tax upon any 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 property”)
(either such event, an “Adverse REMIC Event”) unless the Certificate Administrator


 






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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, any 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 any 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 any 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 any 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 Holders of the Class R Certificates in respect of the Class LR Interest in the manner specified
in Section 4.01(c) and


 






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(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 any 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 any 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 any Trust
REMIC will receive a fee or other compensation for services nor permit the Trust or any 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 any 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 any 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 any 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, forms 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 REMIC Administrator,


 






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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 extent such interpretations require compliance and are not “grandfathered”). In
connection with


 






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the CSAIL 2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C7,
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 (subject to Section
3.26(t)) and the Certificate Administrator (each of the Master Servicer, the Special Servicer, the Trustee, the Operating
Advisor 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 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


 






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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 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


 






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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, 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


 






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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 Distribution Date Statement attached thereto. Any
disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D
(“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be 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, 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


 






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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 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 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


 






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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, 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


 






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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 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


 






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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 shall notify the Certificate Administrator in writing, no later than
March 1st 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, 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


 






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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 (in the case of the Asset Representations Reviewer, solely with respect to
reporting periods in which the Asset Representations Reviewer is required to deliver an Asset Review Report Summary) 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 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


 






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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 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


 






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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.


 


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


 






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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 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 a reporting period consisting of 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


 






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sub-servicing
agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such reporting
period, 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 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


 






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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 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, the Operating Advisor 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.


 






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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 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.


 






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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 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 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


 






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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           Significant
Obligors. It is hereby acknowledged that the Coconut Point Mortgaged Property is a Significant Obligor with
respect to the Trust, and, accordingly, Item 6 of Form 10-D and Item 1112(b)(1) of Form 10-K provide for the inclusion of
updated net operating income for such Mortgaged Property, as required by Item 1112(b)(1) of Regulation AB, on (i) each
Form 10-D to be filed with respect to the Trust (on a quarterly basis) on or before the related Significant Obligor NOI
Quarterly Filing Deadline or (ii) on each Form 10-K filed with respect to the Trust, as applicable. The parties hereto
acknowledge that the respective dates on which financial statements are required to be delivered to the related lender under
the related Mortgage Loan documents are forty-five (45) days following the end of each fiscal quarter of the related
Mortgagor or seventy-five (75) days following the end of each fiscal year of the related Mortgagor, as applicable, as set
forth in Section 5.11(d) of the related Loan Agreement.


 


With
respect to any Significant Obligor with respect to the Trust, to the extent that the Master Servicer is in receipt of the updated
financial statements of such Significant Obligor for any calendar quarter (other than the fourth calendar quarter of any calendar
year) from the related Mortgagor or the Special Servicer, as applicable, beginning for the calendar quarter ending March 31, 2017,
or the updated financial statements of such Significant Obligor for any calendar year, beginning for the calendar year ending
December 31, 2016, as applicable, the Master Servicer shall deliver to the Certificate Administrator, on or prior to the day that
occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seven (7) Business Days
prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs
twelve (12) or more Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17) or
more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements
of such Significant Obligor, together with the net operating income of such Significant Obligor for the applicable period as calculated
by the Master Servicer in accordance with CREFC® guidelines and (B) if such financial statement receipt occurs
less than twelve (12) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or less than seventeen
(17) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements
of such Significant Obligor, together with the net operating income of such Significant Obligor for the applicable period as reported
by the related Borrower in such financial statements.


 


If
the Master Servicer does not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1)
of Form 10-K, as the case may be, of any


 






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Significant Obligor with respect to the Trust within ten (10) Business Days after the
date on which such financial information is required to be delivered under the related Loan Documents, the Master Servicer notify
the Depositor (and the Master Servicer shall cause each applicable Sub-Servicing Agreement to require any related Sub-Servicer
to notify the 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 the Depositor under the Exchange Act) to obtain the periodic
financial statements of the related Borrower under the related Mortgage Loan Documents. The Master Servicer shall (and shall cause
each applicable Sub-Servicing Agreement to require any related Sub-Servicer to) retain written evidence of each instance in which
it (or a Sub-Servicer) attempts to contact the Borrower related to the Coconut Point Mortgage Loan to obtain the required financial
information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable,
is required to be filed with respect to the Trust, shall forward an Officer’s Certificate evidencing its attempts to obtain
this information to the Certificate Administrator and the Depositor.


 


If
the Certificate Administrator has not received financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1)
of Form 10-K, as the case may be, it shall include the following statement with respect to Item 6 on the related Form 10-D with
respect to the Trust or Item 1112(b)(1) on the related Form 10-K with respect to the Trust: “The information required for
this [Item 6] [Item 1112(b)(1)] rests with a person or entity which is not affiliated with the registrant. Oral and written requests
have been made on behalf of the registrant, to the extent required under the related pooling and servicing agreement, to obtain
the information required for this [Item 6] [Item 1112(b)(1)], and the registrant has been unable to obtain such information to
include on this [Form 10-D] [Form 10-K] by the related filing deadline. The information is therefore being omitted herefrom in
reliance on Rule 12b-21 under the Securities Exchange Act of 1934, as amended” or such other statement as directed by the
Depositor. Upon receipt of any financial information that has been previously omitted from any Form 10-D or Form 10-K with respect
to the Trust because such information was received by the Certificate Administrator after the related filing deadline, the Certificate
Administrator shall include such previously omitted financial information in the (i) next Form 10-D to be filed with respect to
the Trust if such information is received by the Certificate Administrator at least two (2) Business Days prior to the filing
deadline of such Form 10-D or (ii) the second succeeding Form 10-D to be filed with respect to the Trust if the Certificate Administrator
does not receive such information prior to the date set forth in clause (i) above.


 


Section 11.13           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.


 






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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 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(b),
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 11.13. 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


 






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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 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.


 






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Section 11.14           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 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 11.15           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 Asset Representations Reviewer, 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 11.16           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


 






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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
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 11.16(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


 






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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 and attestation requirements imposed on such
party in Article XI of this Agreement (other than this Section 11.16) with respect to the comparable timing, reporting
and attestation requirements contemplated in this Section 11.16(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 11.16(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 11.16) with respect to the comparable timing, reporting and attestation requirements contemplated
in this Section 11.16(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 11.16(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),


 






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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 11.16) with respect to the comparable timing, reporting and attestation requirements contemplated
in this Section 11.16(d) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed
to be in compliance with the provisions of this Section 11.16(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 11.16) with respect to the comparable timing, reporting and attestation
requirements contemplated in this Section 11.16(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 11.16(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 11.16(b), (c), (d) or (e) above.


 






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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 11.16, 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 11.16.


 


(g)          
With respect to any Mortgaged Property that secures a Serviced Companion Loan that the applicable Other Depositor has notified
the Master Servicer and Special Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k)
of Regulation AB) (together with notification of the Relevant Distribution Date) with respect to an Other Securitization that
includes such Serviced Companion Loan, to the extent that the Master Servicer is in receipt of the updated financial statements
of such “significant obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year)
from the Mortgagor or Special Servicer, beginning with the first calendar quarter following receipt of such notice from the Other
Depositor, or the updated financial statements of such “significant obligor” for any calendar year, beginning for
the calendar year following such notice from the Other Depositor, as applicable, the Master Servicer shall deliver to the Other
Depositor, on or prior to the day that occurs two (2) Business Days prior to the related “significant obligor” NOI
Quarterly Filing Deadline or seven (7) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable,
(A) if such financial statement receipt occurs twelve (12) or more Business Days prior to the related Significant Obligor
NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related Significant Obligor NOI Yearly Filing
Deadline, as applicable, such financial statements of the “significant obligor”, together with the net operating income
of such “significant obligor” for the applicable period as calculated by the Master Servicer in accordance with CREFC®
guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Day prior to the related
Significant Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the related Significant Obligor
NOI Yearly Filing Deadline, as applicable, such financial statements of the “significant obligor”, together with the
net operating income of such “significant obligor” for the applicable period as reported by the related Mortgagor
in such financial statements.


 


If
the Master Servicer does not receive such financial information of any such “significant obligor” (identified to it
as such by the Other Depositor in accordance with the preceding paragraph) within ten (10) 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


 






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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.


 


[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 the Asset Representations Reviewer and 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


 






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the Certificate
Administrator shall promptly provide written notice thereof to the Asset Representations Reviewer and 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 Underwriter, 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 by providing to the Certificate Administrator a certification in the form attached hereto
as Exhibit RR. Upon receipt of such certification, the Certificate Administrator shall promptly (and in any case within
two (2) Business Days after such receipt) grant the Asset Representations Reviewer access to the Secure Data Room. 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 Underwriter, 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 clause (6) 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 (6)) 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) and copies of all Asset Status Reports and Final Asset Status Reports related to each Delinquent Loan, 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;


 






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(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;


 


(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; and


 


(6)          
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 the event that, as part of an Asset Review of any Mortgage Loan, the Asset Representations Reviewer determines that
it is missing any documents or agreements that are required to be a part of the Review Materials for such Mortgage Loan or that
were entered into or delivered in connection with the origination or a modification of such Mortgage Loan and, in each case that
are necessary in connection with its completion of any such Asset Review, 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


 






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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 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


 






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Materials are not required to complete
a Test shall be promptly delivered by the related Mortgage Loan Seller to the Asset Representations Reviewer. For avoidance of
doubt, the Asset Representations Reviewer shall not be required to prepare a preliminary report in the event the Asset Representations
Reviewer determines that there is no Test failure with respect to the related Mortgage Loan.


 


(viii)       
The Asset Representations Reviewer shall, within the later of (x) 60 days after the date on which access to the Diligence
Files in the Secure Data Room is made available to the Asset Representations Reviewer by the Certificate Administrator or (y)
10 days after the expiration of the Cure/Contest Period, 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 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 Enforcing Servicer.


 


(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).


 






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(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 Article XII; 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 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.


 


(e)          
The Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale
or transfer of all or substantially all of its Asset Representations Reviewer portfolio, provided that: (i) the purchaser
or transferee accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer, organized and doing
business under the laws of the United States of America, any state of the United States of America or the District of Columbia,
authorized under such laws to perform the duties of the asset representations reviewer resulting from a merger, consolidation
or succession that is permitted under this Agreement, (B) executes and delivers to the Trustee and the Certificate Administrator
an agreement that contains an assumption by such person of the due and punctual performance and observance of each covenant and
condition to be performed or observed by the asset representations reviewer under this Agreement from and after the date of such
agreement and (C) is not a Prohibited Party under this Agreement; (ii) the Asset Representations Reviewer shall not be released
from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation; (iii) the
rate at which the Asset Representations Reviewer Asset Review Fee (or any component thereof) is calculated shall not exceed the
rate then in effect and (iv) the resigning Asset Representations Reviewer shall be responsible for the


 






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reasonable costs and expenses
of each other party to this Agreement and the Rating Agencies in connection with such transfer. Upon acceptance of such assignment
and delegation, the purchaser or transferee shall provide notice to each party to this Agreement and then will be the successor
asset representations reviewer hereunder.


 


(f)          
With respect to any Delinquent Loan that is an Non-Serviced Mortgage Loan, to the extent any documents required by the
Asset Representations Reviewer to complete a Test are missing or have not been received from the related Mortgage Loan Seller,
the Asset Representations Reviewer shall request such document(s) from the related Non-Serviced Master Servicer (if such Non-Serviced
Mortgage Loan is being serviced by a Non-Serviced Master Servicer) or the related Non-Serviced Special Servicer (if such Non-Serviced
Serviced Mortgage Loan is being serviced by a Non-Serviced Special Servicer), the related Non-Serviced Trustee and the related
Non-Serviced Certificate Administrator (and, in each case, such other party as contemplated under the related Non-Serviced PSA
or related Intercreditor Agreement).


 


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 0.00065% 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)          
As compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and the
Mortgage Loans that are Delinquent Loans and are subject to an Asset Review (for purposes of this Section 12.02(b), “Subject
Loans”), upon the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations
Reviewer shall be paid a fee equal to the sum of: (i) $15,000 multiplied by the number of Subject Loans, plus (ii) $1,500 per
Mortgaged Property relating to the Subject Loans in excess of one Mortgaged Property per Subject Loan, plus (iii) $2,000 per Mortgaged
Property relating to a Subject Loan subject to a ground lease, plus (iv) $1,000 per Mortgaged Property relating to a Subject Loan
subject to a franchise agreement, hotel management agreement or hotel license agreement, subject, in the case of each of clauses
(i) through (iv), to adjustments on the basis of the year-end Consumer Price Index for All Urban Consumers, or other similar index
if the Consumer Price Index for All Urban Consumers is no longer calculated, for the year of the Closing Date and for the year
of the occurrence of the Asset Review (the “Asset Representations Reviewer Asset Review Fee”). The Asset Representations
Reviewer Asset Review Fee with respect to each Delinquent Loan shall be paid by the related Mortgage Loan Seller within forty-five
(45) days of receipt by the related Mortgage Loan Seller of an invoice from the Asset Representations Reviewer; provided,
however, that if the related Mortgage Loan Seller (x) is insolvent or (y) fails to pay such amount upon completion of any
Asset Review and within 90 days of receiving an invoice from 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


 






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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; provided, further, that notwithstanding any payment
of such fee by the Trust to the Asset Representations 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. (a)           
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 reasonable 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.


 






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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:


 


(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; provided that
if such failure is capable of being cured and the Asset Representations Reviewer certifies to the other parties to this Agreement
that it is diligently pursuing such cure, such 30-day period shall be extended by an additional 30 days;


 


(ii)          
any failure by the Asset Representations Reviewer to perform in accordance with the Asset Review Standard, in any material
respect, any of its obligations hereunder 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


 






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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 (which shall be simultaneously delivered by the Certificate Administrator to the Asset
Representations Reviewer) 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 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 due to an Asset Representations Reviewer Termination Event. 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


 






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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 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]


 






    -401-


     


    

 


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;


 


(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 any Trust REMIC as a REMIC 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, any Trust REMIC; 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, any 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


 






    -402-


     


    

 


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 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
any Trust REMIC as a REMIC 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


 






    -403-


     


    

 


(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 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.


 






    -404-


     


    

 


(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 any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC 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).


 


(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
Underwriter 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


 






    -405-


     


    

 


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 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


 






    -406-


     


    

 


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 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


 






    -407-


     


    

 


GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF
LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW
SHALL APPLY TO THIS AGREEMENT.


 


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


 


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


 






    -408-


     


    

 


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:



Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 S. Tryon Street, 8th Floor

MAC D1050-084

Charlotte, NC 28202

Attention: CSAIL 2016-C7 Asset Manager

Telecopy Number: (704) 715-0036


E-mail:
commercial.servicing@wellsfargo.com


 


with
a copy to:



Wells Fargo Bank, National Association Legal Department

301 S. College St., TW-30

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Reference: CSAIL 2016-C7


 


with
a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Facsimile Number: (704) 353-3190


 


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


 






    -409-


     


    

 


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


 


In
the case of the Directing Certificateholder:



RREF III Debt AIV, LP

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:



RREF III Debt AIV, LP

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky

Fax number: (212) 751-4646


 






    -410-


     


    

 


In
the case of the Trustee:



Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee CSAIL 2016-C7


 


with
a copy to:


 


Telecopy
number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com


 


In
the case of the Certificate Administrator and Custodian:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

CSAIL 2016-C7 Commercial Mortgage Trust


 


with
a copy to:


 


Telecopy
Number: (410) 715-2380

E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com, except as otherwise set forth herein


 


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


 


with
a copy to:



Column Financial, Inc.

11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: Sarah Nelson, Esq.


 






    -411-


     


    

 


and



Benefit Street Partners CRE Finance LLC

9 West 57th Street, Suite 4920

New York, New York 10019

Attention: Micah Goodman and Tiffany Putman


 


with
a copy to:



Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Frank Polverino


 


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


 


In
the case of the Asset Representations Reviewer and the Operating Advisor:



Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CSAIL 2016-C7-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.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 within the time prescribed
in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.


 






    -412-


     


    

 


(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


 


DBRS,
Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492

Email: cmbs.surveillance@dbrs.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.


 


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


 






    -413-


     


    

 


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. The Depositor shall file or cause to be filed, as a precautionary
filing, a UCC Financing Statement in all appropriate locations and in the State of Delaware promptly following the initial issuance
of the Certificates, and the Certificate Administrator shall, at the expense of the Depositor (to the extent reasonable), prepare
and file continuation statements with respect thereto, in each case in the six-month period prior to every fifth anniversary of
the date of the initial UCC Financing Statement. The Depositor shall cooperate in a reasonable manner with the Certificate Administrator
in the preparation and filing of such continuation statements. This Section 13.07 shall constitute notice to the Certificate
Administrator and 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.


 






    -414-


     


    

 


(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).


 


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;


 






    -415-


     


    

 


(vi)         
any material damage to any Mortgaged Property;


 


(vii)        
any modifications to an Intercreditor Agreement;


 


(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 the Special
Servicer, as the case may be, may, but shall not be obligated to send such information, report, notice or document to the applicable
Rating Agency so long as such information, report, notice or document (i) was previously provided to the 17g-5 Information Provider
or (ii) is simultaneously provided, by 2:00 p.m. (New York City time) on any Business Day, to the 17g-5 Information Provider.


 


[End
of Article XIII]


 


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]


 






    -416-


     


    

 


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
	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,
	 	 	Master Servicer
	 	 	 
	 	By:	/s/ MaryKate Walker
	 	 	Name: Mary Kate Walker
	 	 	Title: 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/ Stacey Gross
	 	 	Name: Stacey Gross
	 	 	Title: Vice President



 


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	 	WILMINGTON
    TRUST, NATIONAL ASSOCIATION,
	 	 	Trustee
	 	 	 
	 	By:	/s/ Dorri Costello
	 	 	Name: Dorri Costello
	 	 	Title: Vice President
	 	 	 
	 	PARK
    BRIDGE LENDER SERVICES LLC,
	 	 	Operating Advisor and Asset Representations
    Reviewer
	 	 	 
	 	By:	Park Bridge Advisors LLC
	 	 	Its Sole Member
	 	 	 
	 	By:	Park Bridge Financial LLC
	 	 	Its Sole Member
	 	 	 
	 	By:	/s/ Robert J. Spinna Jr.
	 	 	Name: Robert J. Spinna Jr.
	 	 	Title: Managing Member


 


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	STATE OF NEW YORK	)
	 	)     ss.:
	COUNTY OF NEW YORK	)


 


On
the 14th day of November, 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
	My commission expires:	No. 02TL6313133
	 	Qualified in New
    York County
	 	My Commission Expires
    October 14, 2018


 


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	STATE OF NORTH CAROLINA	)
	 	): ss.
	COUNTY OF MECKLENBURG	)


 


On
this 14th day of November, 2016, personally appeared before me MaryKate Walker, to me known (or proved to me on the
basis of satisfactory evidence) to be a Vice President of Wells Fargo Bank, National Association, a national banking association,
that executed the within and foregoing instrument, and acknowledged that said instrument to be the free and voluntary act and
deed of said entity, for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument,
and that by her signature on the instrument the entity upon behalf of which she acted, executed the instrument.


 


	 	 	 
	 	/s/ Erica L. Smith	 
	 	Notary
	 	Name:
	 	 
	My Commission expires:	ERICA L. SMITH
	 	NOTARY PUBLIC
	 	Gaston County
	 	North Carolina
	 	My Commission Expires
    7/15/2017


 


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	STATE OF FLORIDA	)
	 	)     ss.:
	COUNTY OF MIAMI-DADE	)


 


On
the 18th day of November, 2016, before me, a notary public in and for said State, personally appeared * Cheryl Baizan
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 such limited liability company, and acknowledged to me that
such limited liability company 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.





		*	Cheryl
Baizan






		**	Chief
                                         Financial Officer






	 	 
	 	/s/ Lori Buckler
	 	Notary Public
	 	 
	[SEAL]	LORI BUCKLER
	 	NOTARY PUBLIC, STATE
    OF FLORIDA
	My commission expires:	Notary Public Underwriters
	 	#FF 059264
	 	Bonded thru
	 	MY COMMISSION EXPIRES
    February 2, 2018


 


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	STATE OF DELAWARE	)
	 	)     ss.:
	COUNTY OF NEW CASTLE	)


 


On
the 8th day of November, 2016, before me, a notary public in and for said State, personally appeared Dorri Costello
known to me to be a Vice President of Wilmington Trust, National Association, that executed the within instrument, 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.


	 	 
	CHRISTINA BADER	/s/ Christina Bader
	NOTARY PUBLIC	Notary Public
	STATE OF DELAWARE	 
	MY COMMISSION EXPIRES
    MARCH 22, 2020	 
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 
	 	 
	 	 


 


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	STATE OF MARYLAND	)
	 	)     ss.:
	COUNTY OF HOWARD	)


 


On
the 9th day of November, 2016, before me, a notary public in and for said State, personally appeared Stacey Gross known
to me to be a VP of Wells Fargo Bank, National Association, that executed the within instrument, 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.


	 	 
	COLIN A CASTRO	/s/ Colin A Castro
	NOTARY PUBLIC	Notary Public
	FREDERICK COUNTY,
    MD	 
	MY COMMISSION
    EXPIRES MARCH 24, 2019	 
	 	 
	[SEAL]	 
	 	 
	My commission expires: 3-24-2019	 


 


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	STATE OF NEW YORK	)
	 	)     ss.:
	COUNTY OF NEW YORK	)


 


On
this 14th day of November 2016, before me, the undersigned, a Notary Public in and for the State of New York, duly
commissioned and sworn, personally appeared Robert J. Spinna, Jr., to me known who, by me duly sworn, did depose and
acknowledge before me that he is a Managing Member of Park Bridge Financial LLC, which is the sole member of Park Bridge
Advisors LLC, which in turn is the sole member of Park Bridge Lender Services LLC, the entity described in and that executed
the foregoing instrument; and that he signed his name thereto under authority of said entity and on behalf of such
entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


	 	 
	 	/s/ Cathy Pampinella
	 	Notary Public
	 	 
	[SEAL]	CATHY PAMPINELLA
	 	Notary Public State
    of New York
	My commission expires:	Registration #01PA6303022
	 	Qualified in Suffolk
    County
	 	Commission Expires
    May 12, 2018




 


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EXHIBIT A-1


 


CSAIL 2016-C7 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, 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 UNDERWRITER 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-C7 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, CLASS A-1


 


	Pass-Through Rate:  1.5786%	 
	 	 
	First Distribution Date: December 16, 2016	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2016, the date that would have been its Due Date in November 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class A-1 Certificates:  $40,491,000 	 
	 	 





	
        CUSIP:12637U AS8


        	Initial Certificate Balance of this Certificate: $[   ]
	 	 
	ISIN:     US12637UAS87	 
		 
	Common Code: 152545037	 
	 	 
	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-SB, Class X-A, Class X-B, Class X-E, Class X-F, Class X-NR, Class A-S, Class B,
Class C,


 



     A-1-3


     


    

 


Class D, Class E, Class F, Class NR, Class R (together with the Class A-1 Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, 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 December 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 written wiring instructions


 



     A-1-4


     


    

 


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 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);


 



     A-1-5


     


    

 


(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 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; and (xii) 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 Operating Advisor, the Asset Representations Reviewer, 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 



 






     A-1-6


     


    

 


			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 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; 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, any 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 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-1-8


     


    

 


			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-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 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 and Class C 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,


 



     A-1-10


     


    

 


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-C7 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, 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 UNDERWRITER 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-C7 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, CLASS A-2


 


	Pass-Through Rate:  2.8289%	 
	 	 
	First Distribution Date: December 16, 2016	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2016, the date that would have been its Due Date in November 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class A-2 Certificates:  $5,938,000	 
	 	 





	
        CUSIP:  12637U AT6
	Initial Certificate Balance of this Certificate: $[   ]
	 	 
	
        ISIN: US12637UAT60
	 
	 	 
	Common Code: 152545053	 
	 	 
	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 X-A, Class X-B, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class
D, Class


 



     A-2-3


     


    

 


E, Class F, Class NR, Class R (together with the Class A-2 Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, 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 December 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 written wiring instructions no less than five Business
Days prior to the related Record Date (which wiring instructions may


 



     A-2-4


     


    

 


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 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 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; and (xii) 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 Operating Advisor, the Asset Representations Reviewer, 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 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; 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, any 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-2-7


     


    

 


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 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 



 






     A-2-8


     


    

 


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



 






     A-2-9


     


    

 


			 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 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 and Class C 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 



     A-2-10


     


    

 


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-C7 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, 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 UNDERWRITER 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-C7 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, CLASS A-3


 


	Pass-Through Rate: 2.6082%	 
	 	 
	First Distribution Date: December 16, 2016	Cut-Off
Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of
any Mortgage Loan that has its first Due Date in December 2016, the date that would have been its Due Date in November 2016 under
the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class A-3 Certificates:  $15,900,000	 
	 	 





	
        CUSIP:  12637U AU3
	Initial Certificate Balance of this Certificate: $[   ]
	 	 
	ISIN:      US12637UAU34	
	 	 
	Common Code: 152545045	 
	 	 
	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-E, Class X-F, Class X-NR, Class A-S, Class B,
Class C, Class D, Class E, Class F, Class NR, and Class R Certificates (together with the Class A-3 Certificates,


 



     A-3-3


     


    

 


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 November 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, 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 December 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 written wiring instructions no less than five Business
Days prior to the related Record Date (which wiring instructions may


 



     A-3-4


     


    

 


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 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-3-5


     


    

 


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 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; and (xii) 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 Operating Advisor, the Asset Representations Reviewer, 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-3-6


     


    

 


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 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; 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, any 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 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 



 






     A-3-8


     


    

 


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



 






     A-3-9


     


    

 


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 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 and Class C 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


 



     A-3-10


     


    

 


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-C7
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, 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 UNDERWRITER 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-C7
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, CLASS A-4


 


	Pass-Through Rate:  3.2100%	 	 
	 	 	 
	First Distribution Date: December 16, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2016, the date that would have been its Due Date in November 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-4 Certificates:  $163,000,000	 	 
	 	 	 


	
        CUSIP:  12637U AV1

         
	 	Initial Certificate Balance of this Certificate: $[   ]
	ISIN:      US12637UAV17	 	 
	 	 	 
	Common Code: 152545070	 	 
	 	 	 
	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-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class E, Class F, Class
NR, And Class R Certificates (together with the Class A-4 Certificates,


 






     A-4-3


    	 



    

 


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 November 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, 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 December 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 written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may


 






     A-4-4


    	 



    

 


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 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-4-5


    	 



    

 


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 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; and (xii) 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 Operating Advisor, the Asset Representations Reviewer, 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-4-6


    	 



    

 





			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 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; 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, any 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-4-7


    	 



    

 





			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 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



 






     A-4-8


    	 



    




 





			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



 






     A-4-9


    	 



    

 





			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 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 and Class
C 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


 






     A-4-10


    	 



    

 


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-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-C7 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, 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 UNDERWRITER 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-C7 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, CLASS A-5


 


	Pass-Through Rate:  3.5020%	 	 
	 	 	 
	First Distribution Date: December 16, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2016, the date that would have been its Due Date in November 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-5 Certificates:  $246,354,000	 	 
	 	 	 


	
        CUSIP:  12637U AW9

         
	 	Initial Certificate Balance of this Certificate: $[   ]
	
        ISIN:      US12637UAW99 
	 	 
	 	 	 
	Common Code: 152545088	 	 
	 	 	 
	No.:  A-5-1	 	 


 


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, Class X-A,
Class X-B, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D,


 






     A-5-3


    	 



    

 


Class E, Class F, Class
NR, and Class R Certificates (together with the Class A-5 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 November 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, 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 December 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 written wiring instructions


 






     A-5-4


    	 



    

 


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 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); 


 






     A-5-5


    	 



    

 


(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 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; and (xii) 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 Operating Advisor, the Asset Representations Reviewer, 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 



 






     A-5-6


    	 



    

 





			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 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; 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, any 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 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-5-8


    	 



    

 





			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-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 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 and Class
C 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,


 






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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 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


 












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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-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






 






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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




 






     A-5-14


    	 



    



 


EXHIBIT
A-6


 


CSAIL 2016-C7
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, 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 UNDERWRITER 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.





 






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CSAIL 2016-C7
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, CLASS A-SB


 


	Pass-Through Rate:  3.3143%	 	 
	 	 	 
	First Distribution Date: December 16, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2016, the date that would have been its Due Date in November 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-SB Certificates:  $65,656,000	 	 
	 	 	 


	
        CUSIP:  12637U AX7

         
	 	Initial Certificate Balance of this Certificate: $[   ]
	
        ISIN:      US12637UAX72
	 	 
	 	 	 
	Common Code: 152545096	 	 
	 	 	 
	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, Class X-A,
Class X-B, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D,


 






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Class E, Class F, Class
NR, and Class R Certificates (together with the Class A-SB 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 November 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, 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 December 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 written wiring instructions


 






     A-6-4


    	 



    

 


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 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);


 






     A-6-5


    	 



    

 


(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 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; and (xii) 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 Operating Advisor, the Asset Representations Reviewer, 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 



 






     A-6-6


    	 



    

 





			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 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; 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, any 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 



 






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			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 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-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 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 and Class
C 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,


 






     A-6-10


    	 



    

 


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 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




 







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EXHIBIT
A-7


 


CSAIL 2016-C7
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, 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 UNDERWRITER 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-C7
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, CLASS X-A


 


	Pass-Through Rate:  Variable IO1	 	 
	 	 	 
	First Distribution Date: December 16, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2016, the date that would have been its Due Date in November 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:  $590,113,000	 	 
	 	 	 


	
        CUSIP: 12637U AY5
	 	
        Initial Notional Amount of this
Certificate: 

        $[500,000,000][94,787,000]

	ISIN:    US12637UAY55	 	 
	 	 	 
	
        Common Code: 152545100
	 	 
	 	 	 
	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-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D,


 





 






 


1
The initial approximate Pass-Through Rate as of the Closing Date is 1.1156%.


 






     A-7-3


    	 



    

 


Class E, Class F, Class NR, and Class R Certificates
(together with the Class X-A Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, 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 December 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 written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may


 






     A-7-4


    	 



    

 


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 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-7-5


    	 



    

 


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 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; and (xii) 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 Operating Advisor, the Asset Representations Reviewer, 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-7-6


    	 



    

 





			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 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; 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, any 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 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 



 






     A-7-8


    	 



    

 





			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



 






     A-7-9


    	 



    

 





			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 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 and Class
C 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 


 






     A-7-10


    	 



    

 


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-C7
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, 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 UNDERWRITER 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-C7
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, CLASS X-B


 


	Pass-Through Rate:  0.0500%	 	 
	 	 	 
	First Distribution Date: December 16, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2016, the date that would have been its Due Date in November 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:  $29,746,000	 	 
	 	 	 


	
        CUSIP:  12637U AZ2

         
	 	
        Initial Notional Amount of this
Certificate: 

        $29,746,000

	ISIN:     US12637UAZ21	 	 
	 	 	 
	Common Code: 152545118	 	 
	 	 	 
	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-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, and Class R Certificates
(together with the Class X-B Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”).


 






     A-8-3


    	 



    

 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, 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 December 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 written 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


 






     A-8-4


    	 



    

 


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 REMIC Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve Account


 






     A-8-5


    	 



    

 


(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; and (xii) 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 Operating Advisor, the Asset Representations Reviewer, 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-8-6


    	 



    

 


		(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 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; 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, any 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-8-7


    	 



    

 


		(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 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-8-8


    	 



    

 


		(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-8-9


    	 



    

 





			 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 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 and Class
C 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-8-10


    	 



    

 


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-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-C7 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, 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-9-1


     


    

 


INITIAL PURCHASER 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-9-2


     


    

 


CSAIL 2016-C7 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, CLASS X-E


 


	Pass-Through Rate:  Variable IO1	 	 
	 	 	 
	First Distribution Date: December 16, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2016, the date that would have been its Due Date in November 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:  $23,029,000	 	 
	 	 	 


	
        CUSIP:    12637U AA7 2

        U2289T AA93

        12637U AB54

         
	 	
        Initial Notional Amount of this
Certificate: $[   ]

         

	
        ISIN:      US12637UAA795

        USU2289TAA986

        US12637UAB527

        
	 	 
	 	 	 
	Common Code: 1524604578  1524606869	 	 



 


 



 


1 The initial
approximate Pass-Through Rate as of the Closing Date is 1.2020%.


 


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-9-3


     


    
 


	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-F, Class X-NR, Class A-S, Class B, Class C, Class
D, Class E, Class F, Class NR, and Class R 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 November 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services LLC,
as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, 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 December 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.


 



    A-9-4


     


    

 


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 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 written 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-9-5


     


    

 


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 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; and (xii) 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 Operating Advisor, the Asset Representations Reviewer, 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 


 



    A-9-6


     


    

 


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 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; 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, any 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 



 



    A-9-7


     


    

 


	 	 	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 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



 



    A-9-8


     


    

 


	 	 	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 which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the 



 



    A-9-9


     


    

 


	 	 	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 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


 



    A-9-10


     


    

 


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 and Class C 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-9-11


     


    

 


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-9-12


     


    

 





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-9-13


     


    

  





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-9-14


     


    

 


EXHIBIT A-10


 


CSAIL 2016-C7 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, 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-10-1


     


    

 


INITIAL PURCHASER 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-10-2


     


    

 


CSAIL 2016-C7 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, CLASS X-F


 


	Pass-Through Rate:  Variable IO1	 
	 	 
	First Distribution Date: December 16, 2016	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2016, the date that would have been its Due Date in November 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:  $9,595,000	 
	 	 


	
        CUSIP:    12637U AC32

        U2289T AB7 3

        12637U AD1 4

         
	
        Initial Notional Amount of this
Certificate: $[   ]

         

	
        ISIN:      US12637UAC365

        USU2289TAB716

        US12637UAD197

        
	 
	 	 
	
        Common Code: 1524604738

        

        1524607089

        
	 



 


 



 


1 The initial
approximate Pass-Through Rate as of the Closing Date is 1.2020%.


 


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-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-E, Class X-NR, Class A-S, Class B, Class C, Class
D, Class E, Class F, Class NR, and Class R 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 November 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services LLC,
as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, 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 December 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.


 



    A-10-4


     


    

 


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 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 written 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-10-5


     


    

 


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 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; and (xii) 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 Operating Advisor, the Asset Representations Reviewer, 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


 



    A-10-6


     


    

 


 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 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; 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, any 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 



 



    A-10-7


     


    

 


	 	 	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 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



 



    A-10-8


     


    

 


	 	 	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 which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the 



 



    A-10-9


     


    

 


	 	 	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 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


 



    A-10-10


     


    

 


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 and Class C 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-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-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-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-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-C7 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, 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-11-1


     


    

 


INITIAL PURCHASER 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-11-2


     


    

 


CSAIL 2016-C7 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, CLASS X-NR


 


	Pass-Through Rate:  Variable IO1	 	 
	 	 	 
	First Distribution Date: December 16, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2016, the date that would have been its Due Date in November 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:  $32,624,581	 	 
	 	 	 


	
        CUSIP:    12637U AE9 2

        U2289T AC5 3

        12637U AF6 4

         
	 	
        Initial Notional Amount of this
Certificate: $[   ]

         

	
        ISIN:       US12637UAE915

        USU2289TAC546

        US12637UAF667

        
	 	 
	 	 	 
	
        Common Code: 1524605118

        

        1524607249

        
	 	 



 


 







 


1 The initial
approximate Pass-Through Rate as of the Closing Date is 1.2020%.


 


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-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-E, Class X-F, Class A-S, Class B, Class C, Class
D, Class E, Class F, Class NR, and Class R 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 November 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services LLC,
as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, 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 December 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.


 



    A-11-4


     


    

 


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 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 written 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-11-5


     


    

 


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 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; and (xii) 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 Operating Advisor, the Asset Representations Reviewer, 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


 



    A-11-6


     


    

 


 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 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; 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, any 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 



 



    A-11-7


     


    

 


	 	 	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 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



 



    A-11-8


     


    

 


	 	 	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 which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the 



 



    A-11-9


     


    

 


	 	 	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 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


 



    A-11-10


     


    

 


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 and Class C 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-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-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-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-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-C7 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, 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 UNDERWRITER 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-12-1


     


    

 


RESPECTIVELY, IN SECTIONS 860G(a)(1) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-12-2


     


    

 


CSAIL 2016-C7 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, CLASS A-S


 


	Pass-Through Rate: The lesser of 3.9579% per annum and the WAC Rate	 	 
	 	 	 
	First Distribution Date: December 16, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2016, the date that would have been its Due Date in November 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-S Certificates:  $52,774,000	 	 
	 	 	 


	
        CUSIP: 12637U BA6

         
	 	Initial Certificate Balance of this Certificate: $[   ]
	
        ISIN:     US12637UBA60

        
	 	 
	 	 	 
	Common Code: 152545134	 	 
	 	 	 
	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-E, Class X-F, Class X-NR, Class B,
Class C, Class D, Class E, Class F, Class NR, and Class R Certificates (together with the Class A-S Certificates,


 



    A-12-3


     


    

 


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 November 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services LLC,
as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, 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 December 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 written wiring instructions no less than five Business
Days prior to the related Record Date (which wiring instructions may


 



    A-12-4


     


    

 


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 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-12-5


     


    

 


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 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; and (xii) 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 Operating Advisor, the Asset Representations Reviewer, 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-12-6


     


    

 


	 	 	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 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; 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, any 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-12-7


     


    

 


	 	 	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 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 



 



    A-12-8


     


    

 


	 	 	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



 



    A-12-9


     


    

 


	 	 	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 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 and Class C 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


 



    A-12-10


     


    

 


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 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


 






    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 A-S Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-S Certificate of the entire Percentage Interest represented by the within Class
A-S Certificates to the above-named Assignee(s) and to deliver such Class A-S Certificate to the following address:


 


Date:
_______________







	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-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-C7
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, 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 UNDERWRITER 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-13-1 


     


    

 


RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-13-2 


     


    

 


CSAIL 2016-C7
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, CLASS B


 


	Pass-Through Rate:  WAC Rate minus 0.0500%1	 	 
	 	 	 
	First Distribution Date: December 16, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2016, the date that would have been its Due Date in November 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class B Certificates:  $29,746,000	 	 
	 	 	 
	
        CUSIP:  12637U BB4

         
	 	Initial Certificate Balance of this Certificate: $[   ]
	
        ISIN:      US12637UBB44
	 	 
	 	 	 
	Common Code: 152545126	 	 
	 	 	 
	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-E, Class X-F, Class X-NR, Class A-S, Class C, Class D, Class E, Class F,
Class NR, and


 





 



 


1  The
initial approximate Pass-Through Rate as of the Closing Date is 4.3440%


 



    A-13-3 


     


    

 


Class
R Certificates (together with the Class B Certificates, the “Certificates”; the Holders of Certificates are
collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, 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 December 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 written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may


 






    A-13-4 


     


    

 


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 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-13-5 


     


    

 


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 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; and (xii) 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 Operating Advisor, the Asset Representations Reviewer, 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-13-6 


     


    

 


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 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; 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, any 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-13-7 


     


    

 


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 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 



 






    A-13-8 


     


    

 


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



 






    A-13-9 


     


    

 


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 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 and Class
C 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


 






    A-13-10 


     


    

 


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-13-11 


     


    

 


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-13-12 


     


    

 






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-13-13 


     


    

  





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-13-14 


     


    



 


EXHIBIT
A-14


 


CSAIL 2016-C7
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, 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 UNDERWRITER 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-C7
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, CLASS C


 


	Pass-Through Rate:  WAC Rate1	 	 
	 	 	 
	First Distribution Date: December 16, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2016, the date that would have been its Due Date in November 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class C Certificates:  $37,422,000	 	 
	 	 	 
	CUSIP: 12637U BC2	 	Initial Certificate Balance of this Certificate: $[   ]
	 	 	 
	
        ISIN:     US12637UBC27 
	 	 
	 	 	 
	Common Code: 152545142	 	 
	 	 	 
	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-E, Class X-F, Class X-NR, Class A-S, Class B, Class D, Class E, Class F,
Class NR, and


 





 



 


1 
The initial approximate Pass-Through Rate as of the Closing Date is 4.3940%


 






    A-14-3 


     


    

 


Class
R Certificates (together with the Class C Certificates, the “Certificates”; the Holders of Certificates are
collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, 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 December 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 written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may


 






    A-14-4 


     


    

 


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 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-14-5 


     


    

 


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 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; and (xii) 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 Operating Advisor, the Asset Representations Reviewer, 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-14-6 


     


    

 


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 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; 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, any 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 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 



 






    A-14-8 


     


    

 


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



 






    A-14-9 


     


    

 


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 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 and Class
C 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


 






    A-14-10 


     


    

 


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 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-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 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-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-C7
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, 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 PURCHASER 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-15-1 


     


    

 


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-15-2 


     


    

 


CSAIL 2016-C7
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, CLASS D


 


	Pass-Through Rate:  WAC Rate1	 	 
	 	 	 
	First Distribution Date: December 16, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2016, the date that would have been its Due Date in November 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class D Certificates:  $45,098,000	 	 
	 	 	 
	
        CUSIP:    12637U AG42

        U2289T AD3 3

        12637U AH2 4

         
	 	Initial Certificate Balance of this Certificate: $[   ]
	
        ISIN:     US12637UAG405

        USU2289TAD386

        US12637UAH237

         
	 	 
	 	 	 
	Common Code: 1524606198  	 	 
	1524607329	 	 
	No.:  D-1	 	 


 





 



 


1
The initial approximate Pass-Through Rate as of the Closing Date is 4.3940%


 


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-15-3 


     


    

 


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 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 E, Class F, Class NR, and Class
R Certificates (together with the Class D Certificates, the “Certificates”; the Holders of Certificates are
collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, 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 December 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.


 


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-15-4 


     


    

 


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 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 written 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-15-5 


     


    

 


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 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; and (xii) 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 Operating Advisor, the Asset Representations Reviewer, 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-15-6 


     


    

 


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 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; 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, any 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



 






    A-15-7 


     


    

 


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 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 



 






    A-15-8 


     


    

 


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 such Companion Holders, as applicable; or



 






    A-15-9 


     


    

 


		(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 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-15-10 


     


    

 


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 and Class
C 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-15-11 


     


    

 







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-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 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-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-C7
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, 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-16-1 


     


    

 


INITIAL PURCHASER 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-16-2 


     


    

 


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-16-3 


     


    

 


CSAIL 2016-C7
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, CLASS E


 


	Pass-Through Rate:  The lesser of 3.1920% per annum and the WAC Rate	 	 
	 	 	 
	First Distribution Date: December 16, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2016, the date that would have been its Due Date in November 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class E Certificates:  $23,029,000	 	 
	 	 	 


	
        CUSIP:    12637U AJ81

        U2289T AE1 2

        12637U AK5 3

         
	 	Initial Certificate Balance of this Certificate: $[   ]
	
        ISIN:     US12637UAJ884

        USU2289TAE115

        US12637UAK516

         
	 	 
	 	 	 
	Common Code: 1524606517  	 	 
	1524607678	 	 
	No.:  [E-1][E-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-16-4 


     


    

 



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-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class F,
Class NR, and Class R Certificates (together with the Class 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 November 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, 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 December 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 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


 






    A-16-5 


     


    

 


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 written 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 in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein)


 






    A-16-6 


     


    

 


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 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; and (xii) 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 Operating Advisor, the Asset Representations Reviewer, 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 





 






    A-16-7 


     


    

 


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 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; 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, any 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



 






    A-16-8 


     


    

 


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 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-16-9 


     


    

 


		(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-16-10 


     


    

 


		(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 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 and Class
C 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


 






    A-16-11 


     


    

 


(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-16-12 


     


    






 


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-16-13 


     


    

 






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-16-14 


     


    

  





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-16-15 


     


    



 


EXHIBIT
A-17


 


CSAIL 2016-C7
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, 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-17-1 


     


    

 


INITIAL PURCHASER 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.


 




    A-17-3 


     


    


 


CSAIL 2016-C7
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, CLASS F


 


	Pass-Through Rate: The lesser of 3.1920% per annum and the WAC Rate	 	 
	 	 	 
	First Distribution Date: December 16, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2016, the date that would have been its Due Date in November 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class F Certificates:  $9,595,000	 	 
	 	 	 


	
        CUSIP:  12637U
AL31

                    U2289T AF8 2
             12637U AM1 3

         
	 	Initial Certificate Balance of this Certificate: $[   ]
	
        ISIN:     US12637UAL354

USU2289TAF855

US12637UAM166
	 	 
	 	 	 
	
        Common Code: 1524606607

        1524607758
	 	 


 


 



 





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.:  [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-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class E,
Class NR, and Class R Certificates (together with the Class 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 November 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, 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 December 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.


 


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-17-5 


     


    

 


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 written 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-17-6 


     


    

 


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 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; and (xii) 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 Operating Advisor, the Asset Representations Reviewer, 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-17-7 


     


    

 


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 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; 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, any 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



 






    A-17-8 


     


    

 


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 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 



 






    A-17-9 


     


    

 


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 such Companion Holders, as applicable; or



 






    A-17-10 


     


    

 


		(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 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 and Class
C 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 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-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  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-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-C7
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, 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-18-1 


     


    

 


INITIAL PURCHASER 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-C7
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, CLASS NR


 


	Pass-Through Rate: The lesser of 3.1920% per annum and the WAC Rate	 	 
	 	 	 
	First Distribution Date: December 16, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2016, the date that would have been its Due Date in November 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class NR Certificates:  $32,624,581	 	 
	 	 	 


	
        CUSIP:   12637U AN91

        U2289T AG6 2

        12637U AP4 3

         
	 	Initial Certificate Balance of this Certificate: $[   ]
	
        ISIN:     US12637UAN904

USU2289TAG685

US12637UAP496
	 	 
	 	 	 
	Common Code: 1524606787  

    1524607838	 	 
	No.:  [NR-1][NR-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-18-4 


     


    

 


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-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class E,
Class F, and Class R Certificates (together with the Class 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 November 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, 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 December 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.


 


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-18-5 


     


    

 


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 written 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-18-6 


     


    

 


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 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; and (xii) 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 Operating Advisor, the Asset Representations Reviewer, 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-18-7 


     


    

 


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 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; 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, any 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



 






    A-18-8 


     


    

 


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 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 



 






    A-18-9 


     


    

 


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 such Companion Holders, as applicable; or



 






    A-18-10 


     


    

 


		(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 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-18-11 


     


    

 


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 and Class
C 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 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-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 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-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-C7
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, 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 PURCHASER 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-19-1 


     


    

 


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-C7
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C7, CLASS R


 


	Percentage Interest:  [     ]%	 	 
	 	 	 
	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2016, the date that would have been its Due Date in November 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).	 	 
	 	 	 


	
        CUSIP:   12637U AQ2104

        U2289T AH4 105

        12637U AR0 106

        

        

         
	 	 
	
        ISIN:       US12637UAQ22107

        USU2289TAH42108

        US12637UAR05109 
	 	 
	 	 	 
	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


 


 



 





104 For Rule 144A Certificates


 


105 For Regulation
S Certificates


 


106 For IAI Certificates


 


107 For Rule 144A Certificates


 


108 For Regulation
S Certificates


 


109 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-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 November 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, 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 December 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 written 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


 






    A-20-4 


     


    

 


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 REMIC Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve Account


 






    A-20-5 


     


    

 


(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; and (xii) 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 Operating Advisor, the Asset Representations Reviewer, 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-20-6 


     


    

 


		(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 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; 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, any 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



 






    A-20-7 


     


    

 


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 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 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 and Class
C 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.


 






    A-20-10 


     


    

 


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 Numbe





 




    A-20-14 


     


    


 


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.	Coconut
    Point Town Center, LLC	23106
    Fashion Drive	Estero	FL	33928	Lee	Coconut
    Point	836,531	Square
    Feet	3.9530000%	3.9356500%	3.9530000%	3.9356500%
	2	Column
    Financial, Inc.	Mall
    At Gurnee Mills, LLC	6170
    West Grand Avenue	Gurnee	IL	60031	Lake	Gurnee
    Mills	1,683,915	Square
    Feet	3.9900000%	3.9723200%	3.9900000%	3.9723200%
	3	BSP	Solow
    Building Company II, L.L.C., Solovieff Realty Co. II, L.L.C.	9
    West 57th Street	New
    York	NY	10019	New
    York	9
    West 57th Street	1,680,218	Square
    Feet	2.8595000%	2.8468000%	2.8595000%	2.8468000%
	4	Column
    Financial, Inc.	Columbia
    Properties Westshore, LLC	1001
    North Westshore Boulevard	Tampa	FL	33607	Hillsborough	Tampa
    Marriott Westshore	310	Rooms	4.6850000%	4.6686500%	NAP	NAP
	5	BSP	CPN
    West LLC	6700
    & 6750 North Andrews Avenue	Fort
    Lauderdale	FL	33309	Broward	Cypress
    Park West	225,757	Square
    Feet	4.5600000%	4.5436500%	NAP	NAP
	6	BSP	Mart/Hotel
    Limited Partnership	105
    Mall Boulevard	Monroeville	PA	15146	Allegheny	CVS
    Office Centre Building	226,501	Square
    Feet	4.3900000%	4.3536500%	NAP	NAP
	7	Silverpeak	Peachtree
    Mall L.L.C.	3131
    Manchester Expressway	Columbus	GA	31909	Muscogee	Peachtree
    Mall	536,202	Square
    Feet	3.9440000%	3.9236100%	3.9440000%	3.9236100%
	8	BSP	Eastern
    Shore Plaza, LLC	10200
    Eastern Shore Boulevard	Spanish
    Fort	AL	36527	Baldwin	Eastern
    Shore Plaza	270,105	Square
    Feet	4.7800000%	4.7636500%	NAP	NAP
	9	BSP	Robert
    Pitt Professional Plaza, LLC; Robert Pitt Professional Plaza II DE LLC	19-29
    Robert Pitt Drive	Monsey	NY	10952	Rockland	Robert
    Pitt Professional Plaza	143,194	Square
    Feet	4.7200000%	4.7036500%	NAP	NAP
	10	Column
    Financial, Inc.	Preserve
    at Autumn Ridge II LLC	14630
    Autumn Ridge Lane	Watertown	NY	13601	Jefferson	Preserve
    at Autumn Ridge II	152	Units	4.5400000%	4.5236500%	NAP	NAP
	11	Column
    Financial, Inc.	TGC
    Kendall, LLC	16200
    Southwest 88th Street	Miami	FL	33196	Miami-Dade	BJ’s
    Wholesale Club - Miami	113,000	Square
    Feet	4.4000000%	4.3836500%	NAP	NAP
	12	BSP	1615
    Holcomb Member, LLC; 1625 Holcomb Member, LLC	1000
    Holcomb Woods Parkway	Roswell	GA	30076	Fulton	Holcomb
    Woods	239,139	Square
    Feet	4.3000000%	4.2836500%	NAP	NAP
	13	Column
    Financial, Inc.	University
    Heights II San Marcos Apartments, DST	1101
    East River Ridge Parkway	San
    Marcos	TX	78666	Hays	The
    Heights II	672	Beds	4.8520000%	4.8356500%	NAP	NAP
	14	BSP	Beltway
    Marketplace Owner, LLC	9210-9230
    South Eastern Avenue	Las
    Vegas	NV	89123	Clark	Beltway
    Marketplace	80,479	Square
    Feet	4.3300000%	4.3136500%	NAP	NAP
	15	BSP	Embarcadero
    Club Atlanta Apartments LP	2210
    Sullivan Road	College
    Park	GA	30337	Fulton	Embarcadero
    Club Apartments	404	Units	4.7200000%	4.7036500%	NAP	NAP
	16	Column
    Financial, Inc.	Western
    B West AZ, LLC, Western B Northwest CA, LLC, Western B West CA, LLC, Western B Southeast FL, LLC, Western Marina West Industrial,
    LLC, Western Miramar DC, LLC, Western B Southeast GA, LLC, Western B South MS, LLC, Western B Northwest OR, LLC, Western Carlisle
    - Ritner DC, LLC, Western Carlisle DC, LLC, Western Iron Run DC, LLC, Western Lehigh Valley DC II, LLC, Western Lehigh Valley
    DC, LLC, Western Steamboat DC, LLC, Western Valley Crossings DC, LLC, Western Valley Forge Business Center, LLC, Western York
    DC II, LLC, Western York DC III, LLC, Western York - Willow Springs DC, LLC, Western B South TN, LLC, Western B South TX,
    LLC, Western B Northwest UT, LLC, Western B Northwest WA, LLC	Various	Various	Various	Various	Various	GLP
    Industrial Portfolio B	26,238,861	Square
    Feet	3.8164107%	3.8037107%	3.8164107%	3.8037107%
	16.001	Column
    Financial, Inc.	 	800
    North 75th Avenue	Phoenix	AZ	85043	Maricopa	Agave
    DC	1,267,110	Square
    Feet	 	 	 	 
	16.002	Column
    Financial, Inc.	 	861
    Nestle Way	Allentown	PA	18031	Lehigh	Lehigh
    Valley 13	822,500	Square
    Feet	 	 	 	 
	16.003	Column
    Financial, Inc.	 	3507
    Pasadena Freeway	Pasadena	TX	77503	Harris	Frontier
    Logistics BTS	600,004	Square
    Feet	 	 	 	 
	16.004	Column
    Financial, Inc.	 	1111
    Gillingham Lane	Sugarland	TX	77478	Fort
    Bend	Sugarland
    Interchange DC	486,263	Square
    Feet	 	 	 	 
	16.005	Column
    Financial, Inc.	 	105
    Willow Springs Lane	York	PA	17406	York	York
    - Willow Springs	624,000	Square
    Feet	 	 	 	 
	16.006	Column
    Financial, Inc.	 	127
    Liberty Industrial Parkway	McDonough	GA	30253	Henry	Atlanta
    - Liberty DC	851,349	Square
    Feet	 	 	 	 
	16.007	Column
    Financial, Inc.	 	588
    Crenshaw Boulevard	Torrance	CA	90503	Los
    Angeles	South
    Bay DC	265,440	Square
    Feet	 	 	 	 
	16.008	Column
    Financial, Inc.	 	9306
    Sorensen Avenue	Santa
    Fe Springs	CA	90670	Los
    Angeles	Sorensen
    Industrial	305,422	Square
    Feet	 	 	 	 
	16.009	Column
    Financial, Inc.	 	11500
    Miramar Parkway	Miramar	FL	33025	Broward	Miramar
    DC	289,300	Square
    Feet	 	 	 	 
	16.010	Column
    Financial, Inc.	 	3300
    Espresso Way	York	PA	17406	York	York
    DC II	603,000	Square
    Feet	 	 	 	 
	16.011	Column
    Financial, Inc.	 	5
    True Temper Drive	Carlisle	PA	17015	Cumberland	Carlisle
    DC Bldg 1	511,760	Square
    Feet	 	 	 	 
	16.012	Column
    Financial, Inc.	 	1401
    St. Paul Avenue	Tacoma	WA	98421	Pierce	Portside
    Distribution Center	416,050	Square
    Feet	 	 	 	 
	16.013	Column
    Financial, Inc.	 	13900
    North West 2nd Street	Sunrise	FL	33325	Broward	Marina
    West A	276,175	Square
    Feet	 	 	 	 
	16.014	Column
    Financial, Inc.	 	48350
    Fremont Boulevard	Fremont	CA	94538	Alameda	Fremont
    East Bay DC	246,450	Square
    Feet	 	 	 	 
	16.015	Column
    Financial, Inc.	 	1580
    Francisco Street	Torrance	CA	90501	Los
    Angeles	Harbor
    Gateway DC	184,815	Square
    Feet	 	 	 	 
	16.016	Column
    Financial, Inc.	 	19802
    Imperial Valley Drive	Houston	TX	77073	Harris	Imperial
    DC 1	328,020	Square
    Feet	 	 	 	 
	16.017	Column
    Financial, Inc.	 	6195
    West South 300 Street	Salt
    Lake City	UT	84104	Salt
    Lake	Westport
    DC Bldg B	409,374	Square
    Feet	 	 	 	 
	16.018	Column
    Financial, Inc.	 	6075
    West 300 South	Salt
    Lake City	UT	84104	Salt
    Lake	Westport
    DC Bldg A	350,892	Square
    Feet	 	 	 	 
	16.019	Column
    Financial, Inc.	 	521
    8th Street South West	Auburn	WA	98001	King	Auburn
    DC	283,450	Square
    Feet	 	 	 	 
	16.020	Column
    Financial, Inc.	 	8474
    Market Place	Southaven	MS	38671	Desoto	Southaven
    DC Bldg 2	602,500	Square
    Feet	 	 	 	 
	16.021	Column
    Financial, Inc.	 	900
    International Parkway	Sunrise	FL	33325	Broward	Marina
    West DC II Bldg 1	200,000	Square
    Feet	 	 	 	 
	16.022	Column
    Financial, Inc.	 	6825
    West Buckeye Road	Phoenix	AZ	85043	Maricopa	Buckeye
    DC Bldg 1	380,569	Square
    Feet	 	 	 	 
	16.023	Column
    Financial, Inc.	 	275
    Cross Farm Lane	York	PA	17406	York	York
    DC III	342,160	Square
    Feet	 	 	 	 
	16.024	Column
    Financial, Inc.	 	200
    Boysenberry Lane	Placentia	CA	92870	Orange	Orange
    County DC	198,275	Square
    Feet	 	 	 	 
	16.025	Column
    Financial, Inc.	 	6111
    South 228th Street	Kent	WA	98032	King	Kent
    Valley DC II	228,907	Square
    Feet	 	 	 	 
	16.026	Column
    Financial, Inc.	 	5625
    Challenge Drive	Memphis	TN	38115	Shelby	Memphis
    IC III	582,098	Square
    Feet	 	 	 	 
	16.027	Column
    Financial, Inc.	 	2900
    Atlas Road	Richmond	CA	94806	Contra
    Costa	Pinole
    Point Building #1	200,000	Square
    Feet	 	 	 	 
	16.028	Column
    Financial, Inc.	 	4747
    West Buckeye Road	Phoenix	AZ	85043	Maricopa	Cactus
    DC II	376,760	Square
    Feet	 	 	 	 
	16.029	Column
    Financial, Inc.	 	7300
    Oakley Industrial Boulevard	Atlanta	GA	30213	Fulton	Fairburn
    DC	346,224	Square
    Feet	 	 	 	 
	16.030	Column
    Financial, Inc.	 	6323-6377
    Windfern Road	Houston	TX	77040	Harris	Windfern
    Distribution Center II	245,700	Square
    Feet	 	 	 	 
	16.031	Column
    Financial, Inc.	 	10733-10763
    North West 123rd Street	Medley	FL	33178	Miami-Dade	Miami
    DC	185,520	Square
    Feet	 	 	 	 
	16.032	Column
    Financial, Inc.	 	4000
    South Corporate Parkway	Forest
    Park	GA	30297	Clayton	Southpoint
    F	358,360	Square
    Feet	 	 	 	 
	16.033	Column
    Financial, Inc.	 	3710
    Atlanta Industrial Parkway North West	Atlanta	GA	30331	Fulton	Industrial
    Parkway DC	443,800	Square
    Feet	 	 	 	 
	16.034	Column
    Financial, Inc.	 	6380
    Holmes Road	Memphis	TN	38141	Shelby	Chickasaw
    DC	437,940	Square
    Feet	 	 	 	 
	16.035	Column
    Financial, Inc.	 	2834
    Schoeneck Road	Lower
    Macungie	PA	18062	Lehigh	Valley
    Crossings	270,000	Square
    Feet	 	 	 	 
	16.036	Column
    Financial, Inc.	 	6913
    West Buckeye Road	Phoenix	AZ	85043	Maricopa	Buckeye
    DC Bldg 2	303,495	Square
    Feet	 	 	 	 
	16.037	Column
    Financial, Inc.	 	2500
    Southpoint Drive	Forest
    Park	GA	30297	Clayton	Southpoint
    B	297,000	Square
    Feet	 	 	 	 
	16.038	Column
    Financial, Inc.	 	675
    Hartman Road	Austell	GA	30168	Cobb	Hartman
    Business Center I	353,983	Square
    Feet	 	 	 	 
	16.039	Column
    Financial, Inc.	 	1200
    W Artesia Boulevard	Compton	CA	90220	Los
    Angeles	Artesia
    DC	151,800	Square
    Feet	 	 	 	 
	16.040	Column
    Financial, Inc.	 	8457
    South Eastern Avenue	Bell
    Gardens	CA	90201	Los
    Angeles	Bell
    Gardens Distribution Center #3	166,261	Square
    Feet	 	 	 	 
	16.041	Column
    Financial, Inc.	 	13800
    North West 2nd Street	Sunrise	FL	33325	Broward	Marina
    West B	115,680	Square
    Feet	 	 	 	 
	16.042	Column
    Financial, Inc.	 	1905
    Raymond Avenue South West	Renton	WA	98057	King	Renton
    DC	126,660	Square
    Feet	 	 	 	 
	16.043	Column
    Financial, Inc.	 	1500
    Southpoint Drive	Forest
    Park	GA	30297	Clayton	Southpoint
    A	218,875	Square
    Feet	 	 	 	 
	16.044	Column
    Financial, Inc.	 	750
    Maxham Road	Lithia
    Springs	GA	30122	Douglas	Westfork
    A5	315,095	Square
    Feet	 	 	 	 
	16.045	Column
    Financial, Inc.	 	14599
    North West 8th Street	Sunrise	FL	33325	Broward	Marina
    West DC II Bldg 2	143,000	Square
    Feet	 	 	 	 
	16.046	Column
    Financial, Inc.	 	2500
    Atlas Road	Richmond	CA	94806	Contra
    Costa	Pinole
    Point Building #2	143,250	Square
    Feet	 	 	 	 
	16.047	Column
    Financial, Inc.	 	1770
    South 5500 West	Salt
    Lake City	UT	84104	Salt
    Lake	Salt
    Lake DC II	190,000	Square
    Feet	 	 	 	 
	16.048	Column
    Financial, Inc.	 	6350
    West Sam Houston Parkway North	Houston	TX	77041	Harris	Northwest
    8 Industrial Center II	99,175	Square
    Feet	 	 	 	 
	16.049	Column
    Financial, Inc.	 	1730
    South 5500 West	Salt
    Lake City	UT	84104	Salt
    Lake	Salt
    Lake DC I	190,000	Square
    Feet	 	 	 	 
	16.050	Column
    Financial, Inc.	 	4131-4293
    North East 189th Avenue	Gresham	OR	97230	Multnomah	Southshore
    Commerce Center C	179,457	Square
    Feet	 	 	 	 
	16.051	Column
    Financial, Inc.	 	2100
    Atlas Road	Richmond	CA	94806	Contra
    Costa	Pinole
    Point Building #3	131,504	Square
    Feet	 	 	 	 
	16.052	Column
    Financial, Inc.	 	75
    Steamboat Boulevard	York	PA	17345	York	Steamboat
    DC	193,160	Square
    Feet	 	 	 	 
	16.053	Column
    Financial, Inc.	 	9704
    West Roosevelt	Tolleson	AZ	85353	Maricopa	Palo
    Verde DC	302,640	Square
    Feet	 	 	 	 
	16.054	Column
    Financial, Inc.	 	1200-1220
    San Mateo Avenue	San
    Bruno	CA	94080	San
    Mateo	South
    San Francisco DC II	86,918	Square
    Feet	 	 	 	 
	16.055	Column
    Financial, Inc.	 	850
    Maxham Road	Lithia
    Springs	GA	30122	Douglas	Westfork
    C4	292,281	Square
    Feet	 	 	 	 
	16.056	Column
    Financial, Inc.	 	155
    South Hill Drive	Brisbane	CA	94005	San
    Mateo	South
    San Francisco DC	87,000	Square
    Feet	 	 	 	 
	16.057	Column
    Financial, Inc.	 	18550-18870
    North East Riverside Parkway	Gresham	OR	97230	Multnomah	Southshore
    Commerce Center A	165,000	Square
    Feet	 	 	 	 
	16.058	Column
    Financial, Inc.	 	6305
    South 231st Street	Kent	WA	98032	King	Kent
    Valley DC IV	115,189	Square
    Feet	 	 	 	 
	16.059	Column
    Financial, Inc.	 	700
    Allen Road	Carlisle	PA	17015	Cumberland	Carlisle
    DC Bldg 2	181,990	Square
    Feet	 	 	 	 
	16.060	Column
    Financial, Inc.	 	1880
    McFarland Road	Alpharetta	GA	30004	Fulton	Bluegrass
    DC Bldg 4	136,238	Square
    Feet	 	 	 	 
	16.061	Column
    Financial, Inc.	 	825
    Maxham Road	Lithia
    Springs	GA	30122	Douglas	Westfork
    A4	228,576	Square
    Feet	 	 	 	 
	16.062	Column
    Financial, Inc.	 	13323
    South Gessner Road	Missouri
    City	TX	77489	Harris	Beltway
    Crossing DC Bldg 2	166,400	Square
    Feet	 	 	 	 
	16.063	Column
    Financial, Inc.	 	1627
    Ritner Highway	Carlisle	PA	17013	Cumberland	Ritner
    DC	202,000	Square
    Feet	 	 	 	 
	16.064	Column
    Financial, Inc.	 	555
    Hartman Road	Austell	GA	30168	Cobb	Hartman
    Business Center II	261,799	Square
    Feet	 	 	 	 
	16.065	Column
    Financial, Inc.	 	3528
    Arden Road	Hayward	CA	94545	Alameda	Hayward
    DC	101,805	Square
    Feet	 	 	 	 
	16.066	Column
    Financial, Inc.	 	9830-9856
    East Freeway	Houston	TX	77029	Harris	Houston
    DC Bldg 1	219,243	Square
    Feet	 	 	 	 
	16.067	Column
    Financial, Inc.	 	7050
    South 216th Street	Kent	WA	98032	King	Kent
    Valley DC	125,000	Square
    Feet	 	 	 	 
	16.068	Column
    Financial, Inc.	 	7520
    Morris Court	Allentown	PA	18106	Lehigh	Lehigh
    Valley 9	154,156	Square
    Feet	 	 	 	 
	16.069	Column
    Financial, Inc.	 	13443
    South Gessner Road	Missouri
    City	TX	77489	Harris	Beltway
    Crossing DC Bldg 3	116,480	Square
    Feet	 	 	 	 
	16.070	Column
    Financial, Inc.	 	481
    Airport Industrial Drive	Southaven	MS	38671	Desoto	Southaven
    DC Bldg 1	246,564	Square
    Feet	 	 	 	 
	16.071	Column
    Financial, Inc.	 	1665
    Bluegrass Lakes Parkway	Alpharetta	GA	30004	Fulton	Bluegrass
    DC Bldg 1	112,000	Square
    Feet	 	 	 	 
	16.072	Column
    Financial, Inc.	 	300
    Brogdon Road	Atlanta	GA	30024	Fulton	Suwanee
    Point Building 200	105,972	Square
    Feet	 	 	 	 
	16.073	Column
    Financial, Inc.	 	6701
    Nob Hill Road	Tamarac	FL	33321	Broward	Tamarac
    Business Center I	90,000	Square
    Feet	 	 	 	 
	16.074	Column
    Financial, Inc.	 	7575
    Ponce De Leon Circle	Doraville	GA	30340	DeKalb	Gwinnett
    DC Bldg 1	201,440	Square
    Feet	 	 	 	 
	16.075	Column
    Financial, Inc.	 	552-598
    Garden Oaks Boulevard	Houston	TX	77018	Harris	Houston
    DC Bldg 3	192,430	Square
    Feet	 	 	 	 
	16.076	Column
    Financial, Inc.	 	2260
    West Broadway Road	Mesa	AZ	85202	Maricopa	Broadway
    101 CC Bldg 9	97,554	Square
    Feet	 	 	 	 
	16.077	Column
    Financial, Inc.	 	6755
    Snowdrift Road	Allentown	PA	18106	Lehigh	Iron
    Run DC	125,000	Square
    Feet	 	 	 	 
	16.078	Column
    Financial, Inc.	 	6381-6399
    Windfern Road	Houston	TX	77040	Harris	Windfern
    Distribution Center I	128,460	Square
    Feet	 	 	 	 
	16.079	Column
    Financial, Inc.	 	2750
    North West 84th Avenue	Miami	FL	33122	Miami-Dade	Miami
    DC II	70,000	Square
    Feet	 	 	 	 
	16.080	Column
    Financial, Inc.	 	4122-4286
    North East 185th Drive	Gresham	OR	97230	Multnomah	Southshore
    Commerce Center B	103,500	Square
    Feet	 	 	 	 
	16.081	Column
    Financial, Inc.	 	4103
    Tench Road	Atlanta	GA	30024	Fulton	Suwanee
    Point Building 100	125,725	Square
    Feet	 	 	 	 
	16.082	Column
    Financial, Inc.	 	13423
    South Gessner Road	Missouri
    City	TX	77489	Harris	Beltway
    Crossing DC Bldg 1	116,480	Square
    Feet	 	 	 	 
	16.083	Column
    Financial, Inc.	 	18792
    Northeast Portal Way	Gresham	OR	97230	Multnomah	Southshore
    Commerce Center D	96,608	Square
    Feet	 	 	 	 
	16.084	Column
    Financial, Inc.	 	2160
    West Broadway Road	Mesa	AZ	85202	Maricopa	Broadway
    101 CC Bldg 11	106,106	Square
    Feet	 	 	 	 
	16.085	Column
    Financial, Inc.	 	7130
    Ambassador Drive	Allentown	PA	18106	Lehigh	Lehigh
    Valley DC II	114,049	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 (%)
	16.086	Column
    Financial, Inc.	 	4001
    Hickory Hills Road	Memphis	TN	38115	Shelby	Memphis
    IC I	200,000	Square
    Feet	 	 	 	 
	16.087	Column
    Financial, Inc.	 	2350
    West Broadway Road	Mesa	AZ	85202	Maricopa	Broadway
    101 CC Bldg 6	96,120	Square
    Feet	 	 	 	 
	16.088	Column
    Financial, Inc.	 	7566
    Morris Court	Allentown	PA	18106	Lehigh	Lehigh
    Valley 10	111,300	Square
    Feet	 	 	 	 
	16.089	Column
    Financial, Inc.	 	13513
    South Gessner Road	Missouri
    City	TX	77489	Harris	Beltway
    Crossing DC Bldg 4	91,520	Square
    Feet	 	 	 	 
	16.090	Column
    Financial, Inc.	 	6360
    West Sam Houston Parkway North	Houston	TX	77041	Harris	Northwest
    8 Industrial Center I	42,143	Square
    Feet	 	 	 	 
	16.091	Column
    Financial, Inc.	 	1490
    Bluegrass Lakes Parkway	Alpharetta	GA	30004	Fulton	Bluegrass
    DC Bldg 3	72,000	Square
    Feet	 	 	 	 
	16.092	Column
    Financial, Inc.	 	581
    Strander Boulevard	Tukwila	WA	98188	King	Andover
    DC Bldg A	81,225	Square
    Feet	 	 	 	 
	16.093	Column
    Financial, Inc.	 	1492
    Bluegrass Lakes Parkway	Alpharetta	GA	30004	Fulton	Bluegrass
    DC Bldg 2	69,000	Square
    Feet	 	 	 	 
	16.094	Column
    Financial, Inc.	 	551
    Strander Boulevard	Tukwila	WA	98188	King	Andover
    DC Bldg B	81,660	Square
    Feet	 	 	 	 
	16.095	Column
    Financial, Inc.	 	2360
    West Broadway Road	Mesa	AZ	85202	Maricopa	Broadway
    101 CC Bldg 5	85,533	Square
    Feet	 	 	 	 
	16.096	Column
    Financial, Inc.	 	2150
    West Broadway Road	Mesa	AZ	85202	Maricopa	Broadway
    101 CC Bldg 8	68,175	Square
    Feet	 	 	 	 
	16.097	Column
    Financial, Inc.	 	2166
    West Broadway Road	Mesa	AZ	85202	Maricopa	Broadway
    101 CC Bldg 10	85,533	Square
    Feet	 	 	 	 
	16.098	Column
    Financial, Inc.	 	2250
    West Broadway Road	Mesa	AZ	85202	Maricopa	Broadway
    101 CC Bldg 4	65,310	Square
    Feet	 	 	 	 
	16.099	Column
    Financial, Inc.	 	6829
    Ruppsville Road	Allentown	PA	18106	Lehigh	Lehigh
    Valley 11	100,000	Square
    Feet	 	 	 	 
	16.100	Column
    Financial, Inc.	 	6501
    Nob Hill Road	Tamarac	FL	33321	Broward	Tamarac
    Commerce Center	49,100	Square
    Feet	 	 	 	 
	16.101	Column
    Financial, Inc.	 	6323
    Brookhill Drive	Houston	TX	77087	Harris	Houston
    DC Bldg 2	123,536	Square
    Feet	 	 	 	 
	16.102	Column
    Financial, Inc.	 	13801
    North West 4th Street	Sunrise	FL	33325	Broward	Marina
    West DC II Bldg 3	58,650	Square
    Feet	 	 	 	 
	16.103	Column
    Financial, Inc.	 	2340
    West Broadway Road	Mesa	AZ	85202	Maricopa	Broadway
    101 CC Bldg 3	65,310	Square
    Feet	 	 	 	 
	16.104	Column
    Financial, Inc.	 	9303-9349
    Kirby Drive	Houston	TX	77054	Harris	Commerce
    Park Medical Center	51,914	Square
    Feet	 	 	 	 
	16.105	Column
    Financial, Inc.	 	4601
    South Pinemont	Houston	TX	77041	Harris	Houston
    IC	67,180	Square
    Feet	 	 	 	 
	16.106	Column
    Financial, Inc.	 	7585
    Ponce De Leon Circle	Doraville	GA	30340	DeKalb	Gwinnett
    DC Bldg 2	115,228	Square
    Feet	 	 	 	 
	16.107	Column
    Financial, Inc.	 	3260
    Meridian Parkway	Weston	FL	33331	Broward	Weston
    Business Center	35,447	Square
    Feet	 	 	 	 
	16.108	Column
    Financial, Inc.	 	22640
    West Valley Highway	Kent	WA	98032	King	Kent
    Valley DC III	50,450	Square
    Feet	 	 	 	 
	16.109	Column
    Financial, Inc.	 	13003
    Southwest Freeway	Stafford	TX	77477	Harris	Commerce
    Park SW 2	49,900	Square
    Feet	 	 	 	 
	16.110	Column
    Financial, Inc.	 	3662-3698
    Westchase Drive	Houston	TX	77042	Harris	Commerce
    Park Westchase 3	61,580	Square
    Feet	 	 	 	 
	16.111	Column
    Financial, Inc.	 	6831
    Ruppsville Road	Allentown	PA	18106	Lehigh	Lehigh
    Valley 12	80,000	Square
    Feet	 	 	 	 
	16.112	Column
    Financial, Inc.	 	3800-3898
    West 11th Street	Houston	TX	77055	Harris	Houston
    DC Bldg 4	106,725	Square
    Feet	 	 	 	 
	16.113	Column
    Financial, Inc.	 	2495
    Boulevard of the Generals	Valley
    Forge	PA	19403	Montgomery	Valley
    Forge 1	65,723	Square
    Feet	 	 	 	 
	16.114	Column
    Financial, Inc.	 	2562
    Boulevard of the Generals	Valley
    Forge	PA	19403	Montgomery	Valley
    Forge 2	62,800	Square
    Feet	 	 	 	 
	16.115	Column
    Financial, Inc.	 	8429-8433
    South Eastern Avenue	Bell
    Gardens	CA	90201	Los
    Angeles	Bell
    Gardens Distribution Center #1	48,541	Square
    Feet	 	 	 	 
	16.116	Column
    Financial, Inc.	 	4910
    Wright Road	Stafford	TX	77477	Harris	Commerce
    Park SW 4	42,742	Square
    Feet	 	 	 	 
	16.117	Column
    Financial, Inc.	 	2330
    West Broadway Road	Mesa	AZ	85202	Maricopa	Broadway
    101 CC Bldg 1	46,879	Square
    Feet	 	 	 	 
	16.118	Column
    Financial, Inc.	 	8435
    South Eastern Avenue	Bell
    Gardens	CA	90201	Los
    Angeles	Bell
    Gardens Distribution Center #2	48,600	Square
    Feet	 	 	 	 
	16.119	Column
    Financial, Inc.	 	12919
    Southwest Freeway	Stafford	TX	77477	Harris	Commerce
    Park SW 1	40,813	Square
    Feet	 	 	 	 
	16.120	Column
    Financial, Inc.	 	10101
    North West 67th Street	Tamarac	FL	33321	Broward	Tamarac
    Business Center II	35,000	Square
    Feet	 	 	 	 
	16.121	Column
    Financial, Inc.	 	2240
    West Broadway Road	Mesa	AZ	85202	Maricopa	Broadway
    101 CC Bldg 2	44,854	Square
    Feet	 	 	 	 
	16.122	Column
    Financial, Inc.	 	3630-3660
    Westchase Drive	Houston	TX	77042	Harris	Commerce
    Park Westchase 2	48,197	Square
    Feet	 	 	 	 
	16.123	Column
    Financial, Inc.	 	4105
    Hickory Hills Road	Memphis	TN	38115	Shelby	Memphis
    IC II	106,844	Square
    Feet	 	 	 	 
	16.124	Column
    Financial, Inc.	 	8801
    Jameel Street	Houston	TX	77040	Harris	Commerce
    Park NW 3	47,450	Square
    Feet	 	 	 	 
	16.125	Column
    Financial, Inc.	 	8901
    Jameel Street	Houston	TX	77040	Harris	Commerce
    Park NW 4	47,510	Square
    Feet	 	 	 	 
	16.126	Column
    Financial, Inc.	 	4850
    Wright Road	Stafford	TX	77477	Harris	Commerce
    Park SW 3	42,695	Square
    Feet	 	 	 	 
	16.127	Column
    Financial, Inc.	 	3602-3628
    Westchase Drive	Houston	TX	77042	Harris	Commerce
    Park Westchase 1	48,148	Square
    Feet	 	 	 	 
	16.128	Column
    Financial, Inc.	 	8601
    Jameel Street	Houston	TX	77040	Harris	Commerce
    Park NW 2	45,000	Square
    Feet	 	 	 	 
	16.129	Column
    Financial, Inc.	 	2140
    West Broadway Road	Mesa	AZ	85202	Maricopa	Broadway
    101 CC Bldg 7	47,045	Square
    Feet	 	 	 	 
	16.130	Column
    Financial, Inc.	 	6001
    Stonington	Houston	TX	77040	Harris	Commerce
    Park NW 1	45,000	Square
    Feet	 	 	 	 
	16.131	Column
    Financial, Inc.	 	2201
    Stirling Road	Dania
    Beach	FL	33312	Broward	Lakeview
    BC Bldg 1	40,000	Square
    Feet	 	 	 	 
	16.132	Column
    Financial, Inc.	 	3585
    North West 54th Street	Fort
    Lauderdale	FL	33309	Broward	Ft.
    Lauderdale Industrial II	24,490	Square
    Feet	 	 	 	 
	16.133	Column
    Financial, Inc.	 	2564
    Boulevard of the Generals	Valley
    Forge	PA	19403	Montgomery	Valley
    Forge 3	40,000	Square
    Feet	 	 	 	 
	16.134	Column
    Financial, Inc.	 	2381-2385
    Stirling Road	Dania
    Beach	FL	33312	Broward	Lakeview
    BC Bldg 7	31,497	Square
    Feet	 	 	 	 
	16.135	Column
    Financial, Inc.	 	2317-2321
    Stirling Road	Dania
    Beach	FL	33312	Broward	Lakeview
    BC Bldg 4	31,153	Square
    Feet	 	 	 	 
	16.136	Column
    Financial, Inc.	 	2333-2345
    Stirling Road	Dania
    Beach	FL	33312	Broward	Lakeview
    BC Bldg 5	31,326	Square
    Feet	 	 	 	 
	16.137	Column
    Financial, Inc.	 	5010
    Wright Road	Stafford	TX	77477	Harris	Commerce
    Park SW 5	30,620	Square
    Feet	 	 	 	 
	16.138	Column
    Financial, Inc.	 	2349-2363
    Stirling Road	Dania
    Beach	FL	33312	Broward	Lakeview
    BC Bldg 6	30,888	Square
    Feet	 	 	 	 
	16.139	Column
    Financial, Inc.	 	603
    General Washington Ave	Valley
    Forge	PA	19403	Montgomery	Valley
    Forge 4	31,836	Square
    Feet	 	 	 	 
	16.140	Column
    Financial, Inc.	 	2301
    - 2315 Stirling Road	Dania
    Beach	FL	33312	Broward	Lakeview
    BC Bldg 3	27,086	Square
    Feet	 	 	 	 
	16.141	Column
    Financial, Inc.	 	2217
    Stirling Road	Dania
    Beach	FL	33312	Broward	Lakeview
    BC Bldg 2	18,400	Square
    Feet	 	 	 	 
	16.142	Column
    Financial, Inc.	 	5330
    North West 35th Avenue	Fort
    Lauderdale	FL	33309	Broward	Ft.
    Lauderdale Industrial I	10,000	Square
    Feet	 	 	 	 
	17	BSP	Waramaug
    Plantation LLC	1701
    North University Drive	Plantation	FL	33322	Broward	Holiday
    Inn & Suites Plantation	156	Rooms	5.2500000%	5.2336500%	NAP	NAP
	18	BSP	Polos
    Wrigley, LLC	141,
    251, 261, 271, 281, 291 East Willow Street	 Long
    Beach	CA	90806	Los
    Angeles	Wrigley
    Plaza	47,785	Square
    Feet	5.2500000%	5.2336500%	NAP	NAP
	19	Silverpeak	Huntington
    Ridge 2016 LLC	2400
    Windsor Woods Lane	Norcross	GA	30071	Gwinnett	Huntington
    Ridge Apartments	210	Units	5.3470000%	5.3306500%	NAP	NAP
	20	Column
    Financial, Inc.	Sweet
    Candy Company Building, LLC	224
    South 200 West	Salt
    Lake City	UT	84101	Salt
    Lake	Sweet
    Candy Building	96,569	Square
    Feet	4.2000000%	4.1836500%	NAP	NAP
	21	BSP	Pinehurst
    Centre Property, LLC	477
    Viking Drive	Virginia
    Beach	VA	23452	Virginia
    Beach	Pinehurst
    Centre	98,855	Square
    Feet	5.4300000%	5.3661500%	NAP	NAP
	22	Column
    Financial, Inc.	Neredu
    Paya Limited Partnership	5801
    Hollister Road	Houston	TX	77040	Harris	Cherry
    Creek Apartments	274	Units	4.8010000%	4.7846500%	NAP	NAP
	23	Column
    Financial, Inc.	210
    South, LLC; Broadway Office Investors, LLC	Various	Lakeland	FL	33801	Polk	Maxwell
    Office Portfolio	84,410	Square
    Feet	5.1900000%	5.1736500%	NAP	NAP
	23.01	Column
    Financial, Inc.	 	210
    South Florida Avenue	Lakeland	FL	33801	Polk	SunTrust
    Building	60,023	Square
    Feet	 	 	 	 
	23.02	Column
    Financial, Inc.	 	100
    South Kentucky Avenue	Lakeland	FL	33801	Polk	McKay
    Building	24,387	Square
    Feet	 	 	 	 
	24	Silverpeak	Creative
    Choice Homes XX, LTD.	5502
    East Torino Parkway	Port
    St. Lucie	FL	34986	St.
    Lucie	Peacock
    Run Apartments	264	Units	5.2330000%	5.2166500%	NAP	NAP
	25	BSP	Sky
    Allendale, LP	620,
    640 & 660 Allendale Road	King
    Of Prussia	PA	19406	Montgomery	Allendale
    Business Center	156,669	Square
    Feet	4.6100000%	4.5936500%	NAP	NAP
	26	Column
    Financial, Inc.	10th
    Street Palmdale, LLC	40033-40155
    10th Street West	Palmdale	CA	93551	Los
    Angeles	10
    West Plaza	55,988	Square
    Feet	4.7990000%	4.7826500%	NAP	NAP
	27	Column
    Financial, Inc.	Texcan
    Ventures I, Ltd.	6055
    Ridgecrest Road & 8538-8550 Park Lane	Dallas	TX	75231	Dallas	Sunchase
    Park and Ramblewood Apartments	290	Units	4.6000000%	4.5836500%	NAP	NAP
	28	BSP	T
    Douglasville GA Retail, LLC	6875
    Douglas Boulevard	Douglasville	GA	30135	Douglas	Douglasville
    Marketplace	86,158	Square
    Feet	4.4500000%	4.4336500%	NAP	NAP
	29	Column
    Financial, Inc.	Missouri
    Hotel Partners, LLC	535
    South West Street	Indianapolis	IN	46225	Marion	Staybridge
    Suites - Indianapolis, IN	113	Rooms	5.1000000%	5.0836500%	NAP	NAP
	30	Column
    Financial, Inc.	CMH
    Asset A, LLC	1515
    Campbell Road	Houston	TX	77055	Harris	Campbell
    Grove	186	Units	4.6200000%	4.6036500%	NAP	NAP
	31	Column
    Financial, Inc.	Vision
    Hotel Partners, LLC	400
    Brown Street	Columbus	IN	47201	Bartholomew	Hotel
    Indigo - Columbus IN	85	Rooms	4.5600000%	4.5436500%	NAP	NAP
	32	BSP	Forstone
    350, LLC 	350-360
    Fairfield Avenue	Bridgeport	CT	06604	Fairfield	350-360
    Fairfield Avenue	128,499	Square
    Feet	4.8100000%	4.7936500%	NAP	NAP
	33	Column
    Financial, Inc.	1992
    Partners LLC; Walkers and Friends DE LLC	6111
    Winsome Lane	Houston	TX	77057	Harris	The
    Registry Apartments	103	Units	4.9950000%	4.9786500%	NAP	NAP
	34	BSP	Trinity
    Nueces Park LP	6111
    Nueces Park Road	Humble	TX	77396	Harris	Trinity
    Nueces MHC	218	Pads	4.8600000%	4.8436500%	NAP	NAP
	35	Column
    Financial, Inc.	Southwood
    SPE LLC	3800
    Esplanade Way	Tallahassee	FL	32311	Leon	Southwood
    One	89,059	Square
    Feet	5.2950000%	5.2786500%	NAP	NAP
	36	BSP	Liberty
    Commercial Shopping Centers LLC	Various	Various	GA	Various	Various	Georgia
    Anchored Retail Portfolio	127,767	Square
    Feet	4.7000000%	4.6836500%	NAP	NAP
	36.01	BSP	 	103
    General Screven Way	Hinesville	GA	31313	Liberty	Shoppes
    of Hinesville 	79,623	Square
    Feet	 	 	 	 
	36.02	BSP	 	1017
    Highway 80 East	Pooler	GA	31322	Chatham	Pooler
    Square 	48,144	Square
    Feet	 	 	 	 
	37	BSP	Hackberry
    Creek, L.L.C.	410
    Holiday Court	Warrenton	VA	20186	Fauquier	Holiday
    Inn Express & Suites Warrenton	85	Rooms	5.2700000%	5.2536500%	NAP	NAP
	38	Column
    Financial, Inc.	3528
    Precision - FC, LLC	3528
    Precision Drive	Fort
    Collins	CO	80528	Larimer	Kaufman
    - Ft. Collins Office Building	29,553	Square
    Feet	4.9500000%	4.8936500%	NAP	NAP
	39	BSP	Hinesville
    Group, LLC	229
    West General Screven Way	Hinesville	GA	31313	Liberty	Hinesville
    Square	144,468	Square
    Feet	5.0000000%	4.9836500%	NAP	NAP
	40	BSP	Royale
    Apartments-2008, LLP	3593
    Buford Highway	Brookhaven	GA	31106	DeKalb	Royale
    Apartments	82	Units	4.7200000%	4.7036500%	NAP	NAP
	41	BSP	Weatherbee
    Investment, L.L.C.	699
    West Weatherbee Road	Fort
    Pierce	FL	34982	Saint
    Lucie	Weatherbee
    Townhomes	77	Units	4.9500000%	4.9336500%	NAP	NAP
	42	Column
    Financial, Inc.	Siena
    RE, LLC; South Shore Siena, LLC; Sargent Siena, LLC	13503
    Northborough Drive	Houston	TX	77067	Harris	Siena
    Courtyard Apartments	184	Units	5.0400000%	5.0236500%	NAP	NAP
	43	Column
    Financial, Inc.	Vishnu
    Properties LLC	7101
    Bellerive Drive	Houston	TX	77074	Harris	Eden
    Garden Apartments	143	Units	4.9400000%	4.9236500%	NAP	NAP
	44	BSP	Highland
    Knoll 2010, LLC	3683
    Buford Highway	Brookhaven	GA	31106	DeKalb	Highland
    Knolls Apartments	70	Units	4.7200000%	4.7036500%	NAP	NAP
	45	Column
    Financial, Inc.	Cherry
    Tree Crossing II, LLC, Cherry Tree Crossing III, LLC	9630
    & 9808 East Washington Street	Indianapolis	IN	46229	Marion	Cherry
    Tree Crossing II & III	17,621	Square
    Feet	4.9871000%	4.9707500%	NAP	NAP
	46	Silverpeak	Mar-Mic
    Developers LLC	1459
    Northwest Wayne Place and 1394 South Marion Avenue	Lake
    City	FL	32025	Columbia	MarMic
    Apartments	116	Units	5.4500000%	5.4336500%	NAP	NAP
	47	Column
    Financial, Inc.	Yogi
    Hotel LLC	3626
    Colonial Court	Fort
    Myers	FL	33913	Lee	Candlewood
    Suites - Fort Myers FL	80	Rooms	5.4200000%	5.4036500%	NAP	NAP
	48	Silverpeak	Genesis
    2006 Properties II, LLC	400-430
    Goldrock Road	Rocky
    Mount	NC	27804	Nash	Beaver
    Pond Center	43,450	Square
    Feet	4.4310000%	4.4146500%	NAP	NAP
	49	BSP	Buford
    Heights, LLC	3610
    Buford Highway	Brookhaven	GA	30319	DeKalb	Buford
    Heights Apartments	59	Units	4.7200000%	4.7036500%	NAP	NAP
	50	Silverpeak	Krishna
    Nitin Investment LLC	1312
    Old Covington Highway Southeast	Conyers	GA	30012	Rockdale	Country
    Inn & Suites Conyers	66	Rooms	5.3220000%	5.3056500%	NAP	NAP
	51	Column
    Financial, Inc.	S
    & L Retail, LP	Various	Various	TX	Various	Hardin	Silsbee
    & Lumberton Retail	29,091	Square
    Feet	5.0300000%	5.0136500%	NAP	NAP
	51.01	Column
    Financial, Inc.	 	86
    Forest Road	Lumberton	TX	77657	Hardin	Lumberton
    Plaza	14,750	Square
    Feet	 	 	 	 
	51.02	Column
    Financial, Inc.	 	1005
    Highway 96	Silsbee	TX	77656	Hardin	Silsbee
    Plaza	14,341	Square
    Feet	 	 	 	 
	52	Column
    Financial, Inc.	Lubbock
    Three MHP, LLC	Various	Various	TX	Various	Lubbock	Lubbock
    MHC Portfolio	281	Pads	5.1600000%	5.1436500%	NAP	NAP
	52.01	Column
    Financial, Inc.	 	7331
    4th Street	Lubbock	TX	79416	Lubbock	Town
    & Country MHC	123	Pads	 	 	 	 
	52.02	Column
    Financial, Inc.	 	605
    North 20th Street	Slaton	TX	79364	Lubbock	Slaton
    MHC	100	Pads	 	 	 	 
	52.03	Column
    Financial, Inc.	 	7745
    West 19th Street	Lubbock	TX	79416	Lubbock	Texas
    West MHC	58	Pads	 	 	 	 
	53	Column
    Financial, Inc.	Cactus
    Mobile Ranch Home Community, LLC	202
    Cactus Drive	Prescott	AZ	86301	Yavapai	Cactus
    Mobile Ranch	57	Pads	5.1850000%	5.1686500%	NAP	NAP


 


     


     


    
 

	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	Companion
    Loan Remaining Amortization Term for Balloon Loans
	1	Column
    Financial, Inc.	Coconut
    Point Town Center, LLC	$100,000,000	$100,000,000	120	119	10/1/2026	360	360	$90,000,000	120	119	10/1/2026	360	360
	2	Column
    Financial, Inc.	Mall
    At Gurnee Mills, LLC	$75,000,000	$74,900,058	120	119	10/1/2026	360	359	$199,733,489	120	119	10/1/2026	360	359
	3	BSP	Solow
    Building Company II, L.L.C., Solovieff Realty Co. II, L.L.C.	$50,000,000	$50,000,000	120	118	9/1/2026	0	0	$963,724,000	120	118	9/1/2026	0	0
	4	Column
    Financial, Inc.	Columbia
    Properties Westshore, LLC	$30,000,000	$29,799,361	120	116	7/1/2026	300	296	NAP	NAP	NAP	NAP	NAP	NAP
	5	BSP	CPN
    West LLC	$29,250,000	$29,250,000	120	119	10/6/2026	360	360	NAP	NAP	NAP	NAP	NAP	NAP
	6	BSP	Mart/Hotel
    Limited Partnership	$28,500,000	$28,500,000	120	120	11/6/2026	336	336	NAP	NAP	NAP	NAP	NAP	NAP
	7	Silverpeak	Peachtree
    Mall L.L.C.	$25,000,000	$24,761,505	114	109	12/6/2025	300	295	$54,777,956	114	109	12/6/2025	300	295
	8	BSP	Eastern
    Shore Plaza, LLC	$24,000,000	$24,000,000	120	120	11/6/2026	360	360	NAP	NAP	NAP	NAP	NAP	NAP
	9	BSP	Robert
    Pitt Professional Plaza, LLC; Robert Pitt Professional Plaza II DE LLC	$23,000,000	$22,892,017	120	116	7/6/2026	360	356	NAP	NAP	NAP	NAP	NAP	NAP
	10	Column
    Financial, Inc.	Preserve
    at Autumn Ridge II LLC	$21,280,000	$20,846,669	120	104	7/6/2025	360	344	NAP	NAP	NAP	NAP	NAP	NAP
	11	Column
    Financial, Inc.	TGC
    Kendall, LLC	$20,200,000	$20,200,000	120	118	9/6/2026	360	360	NAP	NAP	NAP	NAP	NAP	NAP
	12	BSP	1615
    Holcomb Member, LLC; 1625 Holcomb Member, LLC	$18,500,000	$18,500,000	120	120	11/6/2026	360	360	NAP	NAP	NAP	NAP	NAP	NAP
	13	Column
    Financial, Inc.	University
    Heights II San Marcos Apartments, DST	$17,350,000	$17,350,000	120	112	3/6/2026	360	360	NAP	NAP	NAP	NAP	NAP	NAP
	14	BSP	Beltway
    Marketplace Owner, LLC	$16,700,000	$16,679,330	120	119	10/6/2026	360	359	NAP	NAP	NAP	NAP	NAP	NAP
	15	BSP	Embarcadero
    Club Atlanta Apartments LP	$16,000,000	$15,981,857	120	119	10/6/2026	360	359	NAP	NAP	NAP	NAP	NAP	NAP
	16	Column
    Financial, Inc.	Western
    B West AZ, LLC, Western B Northwest CA, LLC, Western B West CA, LLC, Western B Southeast FL, LLC, Western Marina West Industrial,
    LLC, Western Miramar DC, LLC, Western B Southeast GA, LLC, Western B South MS, LLC, Western B Northwest OR, LLC, Western Carlisle
    - Ritner DC, LLC, Western Carlisle DC, LLC, Western Iron Run DC, LLC, Western Lehigh Valley DC II, LLC, Western Lehigh Valley
    DC, LLC, Western Steamboat DC, LLC, Western Valley Crossings DC, LLC, Western Valley Forge Business Center, LLC, Western York
    DC II, LLC, Western York DC III, LLC, Western York - Willow Springs DC, LLC, Western B South TN, LLC, Western B South TX,
    LLC, Western B Northwest UT, LLC, Western B Northwest WA, LLC	$15,900,000	$15,900,000	84	72	11/6/2022	0	0	$612,800,000	84	72	11/6/2022	0	0
	16.001	Column
    Financial, Inc.	 	$796,560	$796,560	 	 	 	 	 	 	 	 	 	 	 
	16.002	Column
    Financial, Inc.	 	$427,871	$427,871	 	 	 	 	 	 	 	 	 	 	 
	16.003	Column
    Financial, Inc.	 	$403,878	$403,878	 	 	 	 	 	 	 	 	 	 	 
	16.004	Column
    Financial, Inc.	 	$366,289	$366,289	 	 	 	 	 	 	 	 	 	 	 
	16.005	Column
    Financial, Inc.	 	$354,293	$354,293	 	 	 	 	 	 	 	 	 	 	 
	16.006	Column
    Financial, Inc.	 	$332,700	$332,700	 	 	 	 	 	 	 	 	 	 	 
	16.007	Column
    Financial, Inc.	 	$319,903	$319,903	 	 	 	 	 	 	 	 	 	 	 
	16.008	Column
    Financial, Inc.	 	$313,505	$313,505	 	 	 	 	 	 	 	 	 	 	 
	16.009	Column
    Financial, Inc.	 	$308,707	$308,707	 	 	 	 	 	 	 	 	 	 	 
	16.010	Column
    Financial, Inc.	 	$287,913	$287,913	 	 	 	 	 	 	 	 	 	 	 
	16.011	Column
    Financial, Inc.	 	$283,914	$283,914	 	 	 	 	 	 	 	 	 	 	 
	16.012	Column
    Financial, Inc.	 	$267,919	$267,919	 	 	 	 	 	 	 	 	 	 	 
	16.013	Column
    Financial, Inc.	 	$263,121	$263,121	 	 	 	 	 	 	 	 	 	 	 
	16.014	Column
    Financial, Inc.	 	$235,129	$235,129	 	 	 	 	 	 	 	 	 	 	 
	16.015	Column
    Financial, Inc.	 	$235,129	$235,129	 	 	 	 	 	 	 	 	 	 	 
	16.016	Column
    Financial, Inc.	 	$233,530	$233,530	 	 	 	 	 	 	 	 	 	 	 
	16.017	Column
    Financial, Inc.	 	$228,731	$228,731	 	 	 	 	 	 	 	 	 	 	 
	16.018	Column
    Financial, Inc.	 	$221,533	$221,533	 	 	 	 	 	 	 	 	 	 	 
	16.019	Column
    Financial, Inc.	 	$204,738	$204,738	 	 	 	 	 	 	 	 	 	 	 
	16.020	Column
    Financial, Inc.	 	$196,741	$196,741	 	 	 	 	 	 	 	 	 	 	 
	16.021	Column
    Financial, Inc.	 	$193,542	$193,542	 	 	 	 	 	 	 	 	 	 	 
	16.022	Column
    Financial, Inc.	 	$190,343	$190,343	 	 	 	 	 	 	 	 	 	 	 
	16.023	Column
    Financial, Inc.	 	$189,543	$189,543	 	 	 	 	 	 	 	 	 	 	 
	16.024	Column
    Financial, Inc.	 	$184,744	$184,744	 	 	 	 	 	 	 	 	 	 	 
	16.025	Column
    Financial, Inc.	 	$183,145	$183,145	 	 	 	 	 	 	 	 	 	 	 
	16.026	Column
    Financial, Inc.	 	$177,546	$177,546	 	 	 	 	 	 	 	 	 	 	 
	16.027	Column
    Financial, Inc.	 	$172,748	$172,748	 	 	 	 	 	 	 	 	 	 	 
	16.028	Column
    Financial, Inc.	 	$168,749	$168,749	 	 	 	 	 	 	 	 	 	 	 
	16.029	Column
    Financial, Inc.	 	$163,951	$163,951	 	 	 	 	 	 	 	 	 	 	 
	16.030	Column
    Financial, Inc.	 	$161,551	$161,551	 	 	 	 	 	 	 	 	 	 	 
	16.031	Column
    Financial, Inc.	 	$157,552	$157,552	 	 	 	 	 	 	 	 	 	 	 
	16.032	Column
    Financial, Inc.	 	$154,353	$154,353	 	 	 	 	 	 	 	 	 	 	 
	16.033	Column
    Financial, Inc.	 	$151,954	$151,954	 	 	 	 	 	 	 	 	 	 	 
	16.034	Column
    Financial, Inc.	 	$149,555	$149,555	 	 	 	 	 	 	 	 	 	 	 
	16.035	Column
    Financial, Inc.	 	$148,755	$148,755	 	 	 	 	 	 	 	 	 	 	 
	16.036	Column
    Financial, Inc.	 	$147,156	$147,156	 	 	 	 	 	 	 	 	 	 	 
	16.037	Column
    Financial, Inc.	 	$140,758	$140,758	 	 	 	 	 	 	 	 	 	 	 
	16.038	Column
    Financial, Inc.	 	$140,758	$140,758	 	 	 	 	 	 	 	 	 	 	 
	16.039	Column
    Financial, Inc.	 	$136,759	$136,759	 	 	 	 	 	 	 	 	 	 	 
	16.040	Column
    Financial, Inc.	 	$124,762	$124,762	 	 	 	 	 	 	 	 	 	 	 
	16.041	Column
    Financial, Inc.	 	$124,762	$124,762	 	 	 	 	 	 	 	 	 	 	 
	16.042	Column
    Financial, Inc.	 	$123,963	$123,963	 	 	 	 	 	 	 	 	 	 	 
	16.043	Column
    Financial, Inc.	 	$122,363	$122,363	 	 	 	 	 	 	 	 	 	 	 
	16.044	Column
    Financial, Inc.	 	$122,363	$122,363	 	 	 	 	 	 	 	 	 	 	 
	16.045	Column
    Financial, Inc.	 	$122,363	$122,363	 	 	 	 	 	 	 	 	 	 	 
	16.046	Column
    Financial, Inc.	 	$120,764	$120,764	 	 	 	 	 	 	 	 	 	 	 
	16.047	Column
    Financial, Inc.	 	$119,164	$119,164	 	 	 	 	 	 	 	 	 	 	 
	16.048	Column
    Financial, Inc.	 	$118,364	$118,364	 	 	 	 	 	 	 	 	 	 	 
	16.049	Column
    Financial, Inc.	 	$116,765	$116,765	 	 	 	 	 	 	 	 	 	 	 
	16.050	Column
    Financial, Inc.	 	$115,965	$115,965	 	 	 	 	 	 	 	 	 	 	 
	16.051	Column
    Financial, Inc.	 	$114,365	$114,365	 	 	 	 	 	 	 	 	 	 	 
	16.052	Column
    Financial, Inc.	 	$114,365	$114,365	 	 	 	 	 	 	 	 	 	 	 
	16.053	Column
    Financial, Inc.	 	$112,766	$112,766	 	 	 	 	 	 	 	 	 	 	 
	16.054	Column
    Financial, Inc.	 	$109,567	$109,567	 	 	 	 	 	 	 	 	 	 	 
	16.055	Column
    Financial, Inc.	 	$107,168	$107,168	 	 	 	 	 	 	 	 	 	 	 
	16.056	Column
    Financial, Inc.	 	$104,768	$104,768	 	 	 	 	 	 	 	 	 	 	 
	16.057	Column
    Financial, Inc.	 	$102,369	$102,369	 	 	 	 	 	 	 	 	 	 	 
	16.058	Column
    Financial, Inc.	 	$99,170	$99,170	 	 	 	 	 	 	 	 	 	 	 
	16.059	Column
    Financial, Inc.	 	$99,170	$99,170	 	 	 	 	 	 	 	 	 	 	 
	16.060	Column
    Financial, Inc.	 	$98,370	$98,370	 	 	 	 	 	 	 	 	 	 	 
	16.061	Column
    Financial, Inc.	 	$97,571	$97,571	 	 	 	 	 	 	 	 	 	 	 
	16.062	Column
    Financial, Inc.	 	$96,771	$96,771	 	 	 	 	 	 	 	 	 	 	 
	16.063	Column
    Financial, Inc.	 	$95,971	$95,971	 	 	 	 	 	 	 	 	 	 	 
	16.064	Column
    Financial, Inc.	 	$91,172	$91,172	 	 	 	 	 	 	 	 	 	 	 
	16.065	Column
    Financial, Inc.	 	$90,373	$90,373	 	 	 	 	 	 	 	 	 	 	 
	16.066	Column
    Financial, Inc.	 	$84,774	$84,774	 	 	 	 	 	 	 	 	 	 	 
	16.067	Column
    Financial, Inc.	 	$83,975	$83,975	 	 	 	 	 	 	 	 	 	 	 
	16.068	Column
    Financial, Inc.	 	$83,175	$83,175	 	 	 	 	 	 	 	 	 	 	 
	16.069	Column
    Financial, Inc.	 	$83,175	$83,175	 	 	 	 	 	 	 	 	 	 	 
	16.070	Column
    Financial, Inc.	 	$82,375	$82,375	 	 	 	 	 	 	 	 	 	 	 
	16.071	Column
    Financial, Inc.	 	$81,575	$81,575	 	 	 	 	 	 	 	 	 	 	 
	16.072	Column
    Financial, Inc.	 	$80,776	$80,776	 	 	 	 	 	 	 	 	 	 	 
	16.073	Column
    Financial, Inc.	 	$76,777	$76,777	 	 	 	 	 	 	 	 	 	 	 
	16.074	Column
    Financial, Inc.	 	$73,578	$73,578	 	 	 	 	 	 	 	 	 	 	 
	16.075	Column
    Financial, Inc.	 	$72,778	$72,778	 	 	 	 	 	 	 	 	 	 	 
	16.076	Column
    Financial, Inc.	 	$71,978	$71,978	 	 	 	 	 	 	 	 	 	 	 
	16.077	Column
    Financial, Inc.	 	$71,978	$71,978	 	 	 	 	 	 	 	 	 	 	 
	16.078	Column
    Financial, Inc.	 	$68,779	$68,779	 	 	 	 	 	 	 	 	 	 	 
	16.079	Column
    Financial, Inc.	 	$68,779	$68,779	 	 	 	 	 	 	 	 	 	 	 
	16.080	Column
    Financial, Inc.	 	$67,979	$67,979	 	 	 	 	 	 	 	 	 	 	 
	16.081	Column
    Financial, Inc.	 	$67,180	$67,180	 	 	 	 	 	 	 	 	 	 	 
	16.082	Column
    Financial, Inc.	 	$64,780	$64,780	 	 	 	 	 	 	 	 	 	 	 
	16.083	Column
    Financial, Inc.	 	$64,780	$64,780	 	 	 	 	 	 	 	 	 	 	 
	16.084	Column
    Financial, Inc.	 	$63,981	$63,981	 	 	 	 	 	 	 	 	 	 	 
	16.085	Column
    Financial, Inc.	 	$62,381	$62,381	 	 	 	 	 	 	 	 	 	 	 



 






     


     


    

 


	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	Companion
    Loan Remaining Amortization Term for Balloon Loans
	16.086	Column
    Financial, Inc.	 	$60,782	$60,782	 	 	 	 	 	 	 	 	 	 	 
	16.087	Column
    Financial, Inc.	 	$59,182	$59,182	 	 	 	 	 	 	 	 	 	 	 
	16.088	Column
    Financial, Inc.	 	$58,382	$58,382	 	 	 	 	 	 	 	 	 	 	 
	16.089	Column
    Financial, Inc.	 	$57,583	$57,583	 	 	 	 	 	 	 	 	 	 	 
	16.090	Column
    Financial, Inc.	 	$55,183	$55,183	 	 	 	 	 	 	 	 	 	 	 
	16.091	Column
    Financial, Inc.	 	$54,384	$54,384	 	 	 	 	 	 	 	 	 	 	 
	16.092	Column
    Financial, Inc.	 	$53,584	$53,584	 	 	 	 	 	 	 	 	 	 	 
	16.093	Column
    Financial, Inc.	 	$51,984	$51,984	 	 	 	 	 	 	 	 	 	 	 
	16.094	Column
    Financial, Inc.	 	$51,185	$51,185	 	 	 	 	 	 	 	 	 	 	 
	16.095	Column
    Financial, Inc.	 	$51,185	$51,185	 	 	 	 	 	 	 	 	 	 	 
	16.096	Column
    Financial, Inc.	 	$51,185	$51,185	 	 	 	 	 	 	 	 	 	 	 
	16.097	Column
    Financial, Inc.	 	$51,185	$51,185	 	 	 	 	 	 	 	 	 	 	 
	16.098	Column
    Financial, Inc.	 	$50,385	$50,385	 	 	 	 	 	 	 	 	 	 	 
	16.099	Column
    Financial, Inc.	 	$49,585	$49,585	 	 	 	 	 	 	 	 	 	 	 
	16.100	Column
    Financial, Inc.	 	$47,986	$47,986	 	 	 	 	 	 	 	 	 	 	 
	16.101	Column
    Financial, Inc.	 	$47,986	$47,986	 	 	 	 	 	 	 	 	 	 	 
	16.102	Column
    Financial, Inc.	 	$47,986	$47,986	 	 	 	 	 	 	 	 	 	 	 
	16.103	Column
    Financial, Inc.	 	$47,186	$47,186	 	 	 	 	 	 	 	 	 	 	 
	16.104	Column
    Financial, Inc.	 	$43,987	$43,987	 	 	 	 	 	 	 	 	 	 	 
	16.105	Column
    Financial, Inc.	 	$43,187	$43,187	 	 	 	 	 	 	 	 	 	 	 
	16.106	Column
    Financial, Inc.	 	$43,187	$43,187	 	 	 	 	 	 	 	 	 	 	 
	16.107	Column
    Financial, Inc.	 	$42,387	$42,387	 	 	 	 	 	 	 	 	 	 	 
	16.108	Column
    Financial, Inc.	 	$42,387	$42,387	 	 	 	 	 	 	 	 	 	 	 
	16.109	Column
    Financial, Inc.	 	$41,587	$41,587	 	 	 	 	 	 	 	 	 	 	 
	16.110	Column
    Financial, Inc.	 	$40,788	$40,788	 	 	 	 	 	 	 	 	 	 	 
	16.111	Column
    Financial, Inc.	 	$39,188	$39,188	 	 	 	 	 	 	 	 	 	 	 
	16.112	Column
    Financial, Inc.	 	$39,188	$39,188	 	 	 	 	 	 	 	 	 	 	 
	16.113	Column
    Financial, Inc.	 	$38,388	$38,388	 	 	 	 	 	 	 	 	 	 	 
	16.114	Column
    Financial, Inc.	 	$38,388	$38,388	 	 	 	 	 	 	 	 	 	 	 
	16.115	Column
    Financial, Inc.	 	$37,589	$37,589	 	 	 	 	 	 	 	 	 	 	 
	16.116	Column
    Financial, Inc.	 	$37,589	$37,589	 	 	 	 	 	 	 	 	 	 	 
	16.117	Column
    Financial, Inc.	 	$37,589	$37,589	 	 	 	 	 	 	 	 	 	 	 
	16.118	Column
    Financial, Inc.	 	$35,989	$35,989	 	 	 	 	 	 	 	 	 	 	 
	16.119	Column
    Financial, Inc.	 	$35,989	$35,989	 	 	 	 	 	 	 	 	 	 	 
	16.120	Column
    Financial, Inc.	 	$33,590	$33,590	 	 	 	 	 	 	 	 	 	 	 
	16.121	Column
    Financial, Inc.	 	$32,790	$32,790	 	 	 	 	 	 	 	 	 	 	 
	16.122	Column
    Financial, Inc.	 	$31,990	$31,990	 	 	 	 	 	 	 	 	 	 	 
	16.123	Column
    Financial, Inc.	 	$31,191	$31,191	 	 	 	 	 	 	 	 	 	 	 
	16.124	Column
    Financial, Inc.	 	$29,591	$29,591	 	 	 	 	 	 	 	 	 	 	 
	16.125	Column
    Financial, Inc.	 	$29,591	$29,591	 	 	 	 	 	 	 	 	 	 	 
	16.126	Column
    Financial, Inc.	 	$29,591	$29,591	 	 	 	 	 	 	 	 	 	 	 
	16.127	Column
    Financial, Inc.	 	$29,591	$29,591	 	 	 	 	 	 	 	 	 	 	 
	16.128	Column
    Financial, Inc.	 	$28,791	$28,791	 	 	 	 	 	 	 	 	 	 	 
	16.129	Column
    Financial, Inc.	 	$28,791	$28,791	 	 	 	 	 	 	 	 	 	 	 
	16.130	Column
    Financial, Inc.	 	$27,992	$27,992	 	 	 	 	 	 	 	 	 	 	 
	16.131	Column
    Financial, Inc.	 	$27,992	$27,992	 	 	 	 	 	 	 	 	 	 	 
	16.132	Column
    Financial, Inc.	 	$24,793	$24,793	 	 	 	 	 	 	 	 	 	 	 
	16.133	Column
    Financial, Inc.	 	$23,193	$23,193	 	 	 	 	 	 	 	 	 	 	 
	16.134	Column
    Financial, Inc.	 	$22,393	$22,393	 	 	 	 	 	 	 	 	 	 	 
	16.135	Column
    Financial, Inc.	 	$21,593	$21,593	 	 	 	 	 	 	 	 	 	 	 
	16.136	Column
    Financial, Inc.	 	$21,593	$21,593	 	 	 	 	 	 	 	 	 	 	 
	16.137	Column
    Financial, Inc.	 	$20,794	$20,794	 	 	 	 	 	 	 	 	 	 	 
	16.138	Column
    Financial, Inc.	 	$20,794	$20,794	 	 	 	 	 	 	 	 	 	 	 
	16.139	Column
    Financial, Inc.	 	$19,194	$19,194	 	 	 	 	 	 	 	 	 	 	 
	16.140	Column
    Financial, Inc.	 	$19,194	$19,194	 	 	 	 	 	 	 	 	 	 	 
	16.141	Column
    Financial, Inc.	 	$13,596	$13,596	 	 	 	 	 	 	 	 	 	 	 
	16.142	Column
    Financial, Inc.	 	$10,397	$10,397	 	 	 	 	 	 	 	 	 	 	 
	17	BSP	Waramaug
    Plantation LLC	$12,600,000	$12,600,000	120	120	11/6/2026	300	300	NAP	NAP	NAP	NAP	NAP	NAP
	18	BSP	Polos
    Wrigley, LLC	$11,800,000	$11,800,000	120	120	11/6/2026	360	360	NAP	NAP	NAP	NAP	NAP	NAP
	19	Silverpeak	Huntington
    Ridge 2016 LLC	$11,600,000	$11,600,000	120	115	6/6/2026	360	360	NAP	NAP	NAP	NAP	NAP	NAP
	20	Column
    Financial, Inc.	Sweet
    Candy Company Building, LLC	$11,600,000	$11,600,000	120	120	11/1/2026	360	360	NAP	NAP	NAP	NAP	NAP	NAP
	21	BSP	Pinehurst
    Centre Property, LLC	$11,400,000	$11,400,000	120	119	10/6/2026	360	360	NAP	NAP	NAP	NAP	NAP	NAP
	22	Column
    Financial, Inc.	Neredu
    Paya Limited Partnership	$11,500,000	$11,333,462	120	108	11/6/2025	360	348	NAP	NAP	NAP	NAP	NAP	NAP
	23	Column
    Financial, Inc.	210
    South, LLC; Broadway Office Investors, LLC	$11,000,000	$11,000,000	120	109	12/6/2025	360	360	NAP	NAP	NAP	NAP	NAP	NAP
	23.01	Column
    Financial, Inc.	 	$8,500,000	$8,500,000	 	 	 	 	 	 	 	 	 	 	 
	23.02	Column
    Financial, Inc.	 	$2,500,000	$2,500,000	 	 	 	 	 	 	 	 	 	 	 
	24	Silverpeak	Creative
    Choice Homes XX, LTD.	$10,000,000	$10,000,000	120	120	11/1/2026	360	360	NAP	NAP	NAP	NAP	NAP	NAP
	25	BSP	Sky
    Allendale, LP	$9,600,000	$9,600,000	120	120	11/6/2026	360	360	NAP	NAP	NAP	NAP	NAP	NAP
	26	Column
    Financial, Inc.	10th
    Street Palmdale, LLC	$9,450,000	$9,450,000	120	107	10/6/2025	360	360	NAP	NAP	NAP	NAP	NAP	NAP
	27	Column
    Financial, Inc.	Texcan
    Ventures I, Ltd.	$9,100,000	$9,044,211	120	115	6/6/2026	360	355	NAP	NAP	NAP	NAP	NAP	NAP
	28	BSP	T
    Douglasville GA Retail, LLC	$9,000,000	$9,000,000	120	117	8/6/2026	360	360	NAP	NAP	NAP	NAP	NAP	NAP
	29	Column
    Financial, Inc.	Missouri
    Hotel Partners, LLC	$9,000,000	$8,957,700	120	117	8/6/2026	300	297	NAP	NAP	NAP	NAP	NAP	NAP
	30	Column
    Financial, Inc.	CMH
    Asset A, LLC	$9,100,000	$8,928,817	120	105	8/6/2025	360	345	NAP	NAP	NAP	NAP	NAP	NAP
	31	Column
    Financial, Inc.	Vision
    Hotel Partners, LLC	$9,100,000	$8,824,645	120	103	6/6/2025	300	283	NAP	NAP	NAP	NAP	NAP	NAP
	32	BSP	Forstone
    350, LLC 	$8,700,000	$8,700,000	120	120	11/6/2026	360	360	NAP	NAP	NAP	NAP	NAP	NAP
	33	Column
    Financial, Inc.	1992
    Partners LLC; Walkers and Friends DE LLC	$6,525,000	$6,525,000	120	110	1/6/2026	360	360	NAP	NAP	NAP	NAP	NAP	NAP
	34	BSP	Trinity
    Nueces Park LP	$6,500,000	$6,500,000	120	120	11/6/2026	360	360	NAP	NAP	NAP	NAP	NAP	NAP
	35	Column
    Financial, Inc.	Southwood
    SPE LLC	$6,300,000	$6,300,000	60	49	12/6/2020	360	360	NAP	NAP	NAP	NAP	NAP	NAP
	36	BSP	Liberty
    Commercial Shopping Centers LLC	$6,000,000	$5,993,165	120	119	10/6/2026	360	359	NAP	NAP	NAP	NAP	NAP	NAP
	36.01	BSP	 	$3,800,000	$3,795,671	 	 	 	 	 	 	 	 	 	 	 
	36.02	BSP	 	$2,200,000	$2,197,494	 	 	 	 	 	 	 	 	 	 	 
	37	BSP	Hackberry
    Creek, L.L.C.	$6,000,000	$5,987,134	120	118	9/1/2026	360	358	NAP	NAP	NAP	NAP	NAP	NAP
	38	Column
    Financial, Inc.	3528
    Precision - FC, LLC	$5,600,000	$5,498,277	120	109	12/6/2025	300	289	NAP	NAP	NAP	NAP	NAP	NAP
	39	BSP	Hinesville
    Group, LLC	$5,500,000	$5,475,705	120	116	7/6/2026	360	356	NAP	NAP	NAP	NAP	NAP	NAP
	40	BSP	Royale
    Apartments-2008, LLP	$5,300,000	$5,287,258	120	118	9/6/2026	360	358	NAP	NAP	NAP	NAP	NAP	NAP
	41	BSP	Weatherbee
    Investment, L.L.C.	$5,000,000	$4,983,733	120	118	9/6/2026	300	298	NAP	NAP	NAP	NAP	NAP	NAP
	42	Column
    Financial, Inc.	Siena
    RE, LLC; South Shore Siena, LLC; Sargent Siena, LLC	$4,800,000	$4,750,297	120	111	2/6/2026	360	351	NAP	NAP	NAP	NAP	NAP	NAP
	43	Column
    Financial, Inc.	Vishnu
    Properties LLC	$4,612,500	$4,553,420	120	109	12/6/2025	360	349	NAP	NAP	NAP	NAP	NAP	NAP
	44	BSP	Highland
    Knoll 2010, LLC	$3,900,000	$3,890,624	120	118	9/6/2026	360	358	NAP	NAP	NAP	NAP	NAP	NAP
	45	Column
    Financial, Inc.	Cherry
    Tree Crossing II, LLC, Cherry Tree Crossing III, LLC	$3,850,000	$3,797,044	120	110	1/6/2026	330	320	NAP	NAP	NAP	NAP	NAP	NAP
	46	Silverpeak	Mar-Mic
    Developers LLC	$3,500,000	$3,479,477	120	116	7/1/2026	300	296	NAP	NAP	NAP	NAP	NAP	NAP
	47	Column
    Financial, Inc.	Yogi
    Hotel LLC	$3,485,000	$3,431,572	120	110	1/6/2026	300	290	NAP	NAP	NAP	NAP	NAP	NAP
	48	Silverpeak	Genesis
    2006 Properties II, LLC	$3,350,000	$3,345,945	120	119	10/6/2026	360	359	NAP	NAP	NAP	NAP	NAP	NAP
	49	BSP	Buford
    Heights, LLC	$3,300,000	$3,292,066	120	118	9/6/2026	360	358	NAP	NAP	NAP	NAP	NAP	NAP
	50	Silverpeak	Krishna
    Nitin Investment LLC	$3,250,000	$3,244,222	120	119	10/6/2026	270	269	NAP	NAP	NAP	NAP	NAP	NAP
	51	Column
    Financial, Inc.	S
    & L Retail, LP	$3,100,000	$3,067,835	120	111	2/6/2026	360	351	NAP	NAP	NAP	NAP	NAP	NAP
	51.01	Column
    Financial, Inc.	 	$1,750,000	$1,731,842	 	 	 	 	 	 	 	 	 	 	 
	51.02	Column
    Financial, Inc.	 	$1,350,000	$1,335,993	 	 	 	 	 	 	 	 	 	 	 
	52	Column
    Financial, Inc.	Lubbock
    Three MHP, LLC	$3,000,000	$2,966,493	120	110	1/6/2026	360	350	NAP	NAP	NAP	NAP	NAP	NAP
	52.01	Column
    Financial, Inc.	 	$1,635,000	$1,616,738	 	 	 	 	 	 	 	 	 	 	 
	52.02	Column
    Financial, Inc.	 	$768,000	$759,422	 	 	 	 	 	 	 	 	 	 	 
	52.03	Column
    Financial, Inc.	 	$597,000	$590,332	 	 	 	 	 	 	 	 	 	 	 
	53	Column
    Financial, Inc.	Cactus
    Mobile Ranch Home Community, LLC	$1,875,000	$1,858,684	120	112	3/6/2026	360	352	NAP	NAP	NAP	NAP	NAP	NAP


 


     


     


    
 

	Loan
    ID #	Originator/Loan
    Seller	Mortgagor
    Name	Monthly
    Payment	Servicing
    Fee Rate	Subservicing
    Fee	Accrual
    Type	ARD
    Loan (Y/N)	Revised
    Rate (%)	Title
    Type	Crossed
    Collateralized Loan	Cross
    Defaulted Loan	Guarantor	Letter
    of Credit	Upfront
    CapEx Reserve
	1	Column
    Financial, Inc.	Coconut
    Point Town Center, LLC	$474,710	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Simon
    Property Group, L.P.; Dillard’s Inc.; Coconut Point Developers, LLC	No	 
	2	Column
    Financial, Inc.	Mall
    At Gurnee Mills, LLC	$357,629	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Simon
    Property Group, L.P.	No	 
	3	BSP	Solow
    Building Company II, L.L.C., Solovieff Realty Co. II, L.L.C.	$120,801	0.00250%	0.00125%	Actual/360	No	0.00000%	Fee
    & Leasehold	No	No	Sheldon
    H. Solow	No	 
	4	Column
    Financial, Inc.	Columbia
    Properties Westshore, LLC	$169,916	0.00500%	0.00000%	Actual/360	No	0.00000%	Leasehold	No	No	Columbia
    Sussex Corporation; CSC Holdings LLC	No	 
	5	BSP	CPN
    West LLC	$149,250	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Yoav
    Merary	No	$39,380
	6	BSP	Mart/Hotel
    Limited Partnership	$147,510	0.00500%	0.02000%	Actual/360	No	0.00000%	Fee
    & Leasehold	No	No	L&M
    Associates	No	 
	7	Silverpeak	Peachtree
    Mall L.L.C.	$131,187	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	GGP
    Limited Partnership	No	 
	8	BSP	Eastern
    Shore Plaza, LLC	$125,630	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Hardam
    S. Azad	No	 
	9	BSP	Robert
    Pitt Professional Plaza, LLC; Robert Pitt Professional Plaza II DE LLC	$119,563	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Ephraim
    Grossman; Grossman Family 2012 Trust dated as of December 27, 2012	No	 
	10	Column
    Financial, Inc.	Preserve
    at Autumn Ridge II LLC	$108,329	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Robert
    C. Morgan	No	 
	11	Column
    Financial, Inc.	TGC
    Kendall, LLC	$101,154	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Murray
    H. Goodman	No	 
	12	BSP	1615
    Holcomb Member, LLC; 1625 Holcomb Member, LLC	$91,551	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Alan
    Ades; Aaron Stauber; Daniel Stauber; Robert Ades; Maurice Ades	No	 
	13	Column
    Financial, Inc.	University
    Heights II San Marcos Apartments, DST	$91,575	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Capital
    Square Realty Advisors, LLC	No	$5,000
	14	BSP	Beltway
    Marketplace Owner, LLC	$82,938	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Haskel
    Iny; Ronnie Schwartz	No	 
	15	BSP	Embarcadero
    Club Atlanta Apartments LP	$83,174	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Ronald
    Eisenberg	No	$181,013
	16	Column
    Financial, Inc.	Western
    B West AZ, LLC, Western B Northwest CA, LLC, Western B West CA, LLC, Western B Southeast FL, LLC, Western Marina West Industrial,
    LLC, Western Miramar DC, LLC, Western B Southeast GA, LLC, Western B South MS, LLC, Western B Northwest OR, LLC, Western Carlisle
    - Ritner DC, LLC, Western Carlisle DC, LLC, Western Iron Run DC, LLC, Western Lehigh Valley DC II, LLC, Western Lehigh Valley
    DC, LLC, Western Steamboat DC, LLC, Western Valley Crossings DC, LLC, Western Valley Forge Business Center, LLC, Western York
    DC II, LLC, Western York DC III, LLC, Western York - Willow Springs DC, LLC, Western B South TN, LLC, Western B South TX,
    LLC, Western B Northwest UT, LLC, Western B Northwest WA, LLC	$51,270	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	No	 
	16.001	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.002	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.003	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.004	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.005	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.006	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.007	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.008	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.009	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.010	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.011	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.012	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.013	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.014	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.015	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.016	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.017	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.018	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.019	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.020	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.021	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.022	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.023	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.024	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.025	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.026	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.027	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.028	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.029	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.030	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.031	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.032	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.033	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.034	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.035	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.036	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.037	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.038	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.039	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.040	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.041	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.042	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.043	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.044	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.045	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.046	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.047	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.048	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.049	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.050	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.051	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.052	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.053	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.054	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.055	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.056	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.057	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.058	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.059	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.060	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.061	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.062	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.063	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.064	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.065	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.066	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.067	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.068	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.069	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.070	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.071	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.072	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.073	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.074	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.075	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.076	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.077	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.078	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.079	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.080	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.081	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.082	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.083	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.084	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.085	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 



 






     


     


    

 


	Loan
    ID #	Originator/Loan
    Seller	Mortgagor
    Name	Monthly
    Payment	Servicing
    Fee Rate	Subservicing
    Fee	Accrual
    Type	ARD
    Loan (Y/N)	Revised
    Rate (%)	Title
    Type	Crossed
    Collateralized Loan	Cross
    Defaulted Loan	Guarantor	Letter
    of Credit	Upfront
    CapEx Reserve
	16.086	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.087	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.088	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.089	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.090	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.091	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.092	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.093	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.094	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.095	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.096	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.097	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.098	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.099	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.100	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.101	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.102	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.103	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.104	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.105	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.106	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.107	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.108	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.109	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.110	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.111	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.112	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.113	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.114	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.115	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.116	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.117	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.118	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.119	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.120	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.121	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.122	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.123	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.124	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.125	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.126	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.127	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.128	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.129	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.130	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.131	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.132	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.133	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.134	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.135	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.136	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.137	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.138	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.139	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.140	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.141	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	16.142	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	17	BSP	Waramaug
    Plantation LLC	$75,505	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Paul
    A. Nussbaum; Leslie Ng	No	 
	18	BSP	Polos
    Wrigley, LLC	$65,160	0.00500%	0.00000%	Actual/360	No	0.00000%	Leasehold	No	No	Louis
    J. Rogers	No	 
	19	Silverpeak	Huntington
    Ridge 2016 LLC	$64,754	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Gideon
    D. Levy	No	$871,000
	20	Column
    Financial, Inc.	Sweet
    Candy Company Building, LLC	$56,726	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Steven
    Dahlberg; The Kissel Company, Inc.	No	$2,736
	21	BSP	Pinehurst
    Centre Property, LLC	$64,228	0.00250%	0.05000%	Actual/360	No	0.00000%	Fee	No	No	Thomas
    E. Robinson	No	 
	22	Column
    Financial, Inc.	Neredu
    Paya Limited Partnership	$60,343	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Chowdary
    Yalamanchili	No	 
	23	Column
    Financial, Inc.	210
    South, LLC; Broadway Office Investors, LLC	$60,334	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Lawrence
    W. Maxwell; Ronald L. Clark	No	$1,407
	23.01	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	23.02	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	24	Silverpeak	Creative
    Choice Homes XX, LTD.	$55,115	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Naimisha
    Barot	No	 
	25	BSP	Sky
    Allendale, LP	$49,271	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Sky
    Management Services LLC	No	 
	26	Column
    Financial, Inc.	10th
    Street Palmdale, LLC	$49,575	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Fabien
    Elie Laskar	No	 
	27	Column
    Financial, Inc.	Texcan
    Ventures I, Ltd.	$46,651	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Walter
    Mikulik	No	 
	28	BSP	T
    Douglasville GA Retail, LLC	$45,335	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Tabani
    T Investments, LLC	No	 
	29	Column
    Financial, Inc.	Missouri
    Hotel Partners, LLC	$53,139	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Vern
    E. Havens; Timothy J. Dora; Robert W. Dora	No	$13,351
	30	Column
    Financial, Inc.	CMH
    Asset A, LLC	$46,759	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Curtis
    Haines; Kylie Schischka	No	$1,871,363
	31	Column
    Financial, Inc.	Vision
    Hotel Partners, LLC	$50,891	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Timothy
    J. Dora	No	$11,649
	32	BSP	Forstone
    350, LLC 	$45,698	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Brandon
    Hall; Brett Wilderman	No	 
	33	Column
    Financial, Inc.	1992
    Partners LLC; Walkers and Friends DE LLC	$35,008	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Michael
    Harper, Gregory J. Roccaforte and Steven J. Walker	No	 
	34	BSP	Trinity
    Nueces Park LP	$34,339	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Donald
    G. Clements, Jr.; J.Art Nicholson; Barry C. Wren	No	 
	35	Column
    Financial, Inc.	Southwood
    SPE LLC	$34,965	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	FMC
    Banyan Holdings LLC	No	 
	36	BSP	Liberty
    Commercial Shopping Centers LLC	$31,118	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	J.
    Noel Osteen; Robert C. Sikes	No	 
	36.01	BSP	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	36.02	BSP	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	37	BSP	Hackberry
    Creek, L.L.C.	$33,207	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Robert
    E. Thomas; Martha A. Thomas; Amy Thomas Petty	No	 
	38	Column
    Financial, Inc.	3528
    Precision - FC, LLC	$32,574	0.00500%	0.04000%	Actual/360	No	0.00000%	Fee	No	No	Alan
    Jay Kaufman	No	 
	39	BSP	Hinesville
    Group, LLC	$29,525	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	J.
    Noel Osteen, Billy N. Jones, Robert C. Sikes	No	 
	40	BSP	Royale
    Apartments-2008, LLP	$27,552	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Gideon
    D. Levy	No	$200,000
	41	BSP	Weatherbee
    Investment, L.L.C.	$29,084	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Gregg
    R. Wexler	No	 
	42	Column
    Financial, Inc.	Siena
    RE, LLC; South Shore Siena, LLC; Sargent Siena, LLC	$25,885	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	James
    A. Weichert and Judith L. Sargent	No	 
	43	Column
    Financial, Inc.	Vishnu
    Properties LLC	$24,592	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Sanjay
    A. Hemrajani	No	 
	44	BSP	Highland
    Knoll 2010, LLC	$20,274	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Gideon
    D. Levy	No	$200,000
	45	Column
    Financial, Inc.	Cherry
    Tree Crossing II, LLC, Cherry Tree Crossing III, LLC	$21,461	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee
    & Leasehold	No	No	Thomas
    G. English	No	 
	46	Silverpeak	Mar-Mic
    Developers LLC	$21,389	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Marvin
    Peavy	No	 
	47	Column
    Financial, Inc.	Yogi
    Hotel LLC	$21,235	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Chandrakant
    R. Patel; Bharat Patel	No	$5,070
	48	Silverpeak	Genesis
    2006 Properties II, LLC	$16,837	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Isaac
    Seruya	No	 
	49	BSP	Buford
    Heights, LLC	$17,155	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Gideon
    D. Levy	No	$200,000
	50	Silverpeak	Krishna
    Nitin Investment LLC	$20,673	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Jayantilal
    Bhavan	No	 
	51	Column
    Financial, Inc.	S
    & L Retail, LP	$16,698	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Francois
    P. Zanni	No	 
	51.01	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	51.02	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	52	Column
    Financial, Inc.	Lubbock
    Three MHP, LLC	$16,399	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	David
    M. Ruby and Richard L. Ruby	No	 
	52.01	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	52.02	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	52.03	Column
    Financial, Inc.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	53	Column
    Financial, Inc.	Cactus
    Mobile Ranch Home Community, LLC	$10,279	0.00500%	0.00000%	Actual/360	No	0.00000%	Fee	No	No	Madeleine
    S. Gross	No	$221


 


     


     


    
 

	Loan
    ID #	Originator/Loan
    Seller	Mortgagor
    Name	Upfront
    Eng. Reserve	Upfront
    Envir. Reserve	Upfront
    TI/LC Reserve	Upfront
    RE Tax Reserve	Upfront
    Ins. Reserve	Upfront
    Debt Service Reserve	Upfront
    Other Reserve	 	Monthly
    Capex Reserve	Monthly
    Envir. Reserve
	1	Column
    Financial, Inc.	Coconut
    Point Town Center, LLC	 	 	 	 	 	 	 	 	Springing	 
	2	Column
    Financial, Inc.	Mall
    At Gurnee Mills, LLC	 	 	 	 	 	 	 	 	Springing	 
	3	BSP	Solow
    Building Company II, L.L.C., Solovieff Realty Co. II, L.L.C.	$287,500	 	$25,000,000	$9,417,640	$264,333	 	$29,524,018	 	$61,615	 
	4	Column
    Financial, Inc.	Columbia
    Properties Westshore, LLC	 	 	 	$347,220	$52,210	 	$90,450	 	(a)
    With respect to any Payment Date up to and including the Payment Date occurring in December 2019, an amount equal to 1/12th
    of 5% of Rents for the immediately preceding calendar year, respectively; (b) with respect to the Payment Date occurring in
    January 2020 and continuing up to and including the last Payment Date before the Franchise Agreement in existence as of the
    Closing Date is replaced or renewed in accordance with the terms of the loan agreement, an amount equal to 1/12 of 6% of Rents
    for the immediately preceding calendar year, respectively (half of which will be deemed made as a reserve for PIP replacements);
    and (c) with respect to any Payment Date from and after the replacement of the Franchise Agreement in accordance with the
    terms and provisions of the loan agreement, an amount equal to the greater of (i) 1/12 of 4% of Rents for the immediately
    preceding calendar year, respectively, and (ii) the amount required by such Franchise Agreement. Additionally, if the franchise
    agreement has not been renewed 24 months prior to the earliest stated expiration date thereof, excess cash will be swept and
    deposited into the capex reserve to be used for PIP replacements.  Finally, a PIP Reserve Deposit of $5,270,000
    (or delivery of a letter of credit in such amount) is required if the Franchise Agreement has not been renewed or replaced
    before three months prior to the expiration date thereof.	 
	5	BSP	CPN
    West LLC	 	 	$200,000	$499,958	$29,408	 	$1,563,252	 	$3,763	 
	6	BSP	Mart/Hotel
    Limited Partnership	$31,250	 	 	$58,037	 	 	$500,000	 	$3,775	 
	7	Silverpeak	Peachtree
    Mall L.L.C.	 	 	 	 	 	 	 	 	Springing	 
	8	BSP	Eastern
    Shore Plaza, LLC	 	 	 	 	$14,307	 	$283,000	 	$3,376	 
	9	BSP	Robert
    Pitt Professional Plaza, LLC; Robert Pitt Professional Plaza II DE LLC	$8,750	 	$275,000	$164,899	$4,133	 	$3,000	 	$2,387	 
	10	Column
    Financial, Inc.	Preserve
    at Autumn Ridge II LLC	$155,808	 	 	$75,537	$5,200	 	 	 	$2,217	 
	11	Column
    Financial, Inc.	TGC
    Kendall, LLC	 	 	 	 	$11,256	 	 	 	Springing	 
	12	BSP	1615
    Holcomb Member, LLC; 1625 Holcomb Member, LLC	 	 	 	$19,272	 	 	$68,876	 	$5,091	 
	13	Column
    Financial, Inc.	University
    Heights II San Marcos Apartments, DST	$6,250	 	 	$95,068	$110,833	 	 	 	$5,000	 
	14	BSP	Beltway
    Marketplace Owner, LLC	 	 	 	$47,250	$13,832	 	$500,000	 	$1,341	 
	15	BSP	Embarcadero
    Club Atlanta Apartments LP	$89,000	 	 	$48,793	$69,891	 	$500,000	 	$8,417	 
	16	Column
    Financial, Inc.	Western
    B West AZ, LLC, Western B Northwest CA, LLC, Western B West CA, LLC, Western B Southeast FL, LLC, Western Marina West Industrial,
    LLC, Western Miramar DC, LLC, Western B Southeast GA, LLC, Western B South MS, LLC, Western B Northwest OR, LLC, Western Carlisle
    - Ritner DC, LLC, Western Carlisle DC, LLC, Western Iron Run DC, LLC, Western Lehigh Valley DC II, LLC, Western Lehigh Valley
    DC, LLC, Western Steamboat DC, LLC, Western Valley Crossings DC, LLC, Western Valley Forge Business Center, LLC, Western York
    DC II, LLC, Western York DC III, LLC, Western York - Willow Springs DC, LLC, Western B South TN, LLC, Western B South TX,
    LLC, Western B Northwest UT, LLC, Western B Northwest WA, LLC	$1,281,668	 	 	 	 	 	 	 	Springing	 
	16.001	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.002	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.003	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.004	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.005	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.006	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.007	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.008	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.009	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.010	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.011	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.012	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.013	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.014	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.015	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.016	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.017	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.018	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.019	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.020	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.021	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.022	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.023	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.024	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.025	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.026	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.027	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.028	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.029	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.030	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.031	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.032	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.033	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.034	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.035	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.036	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.037	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.038	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.039	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.040	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.041	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.042	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.043	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.044	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.045	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.046	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.047	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.048	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.049	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.050	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.051	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.052	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.053	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.054	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.055	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.056	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.057	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.058	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.059	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.060	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.061	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.062	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.063	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.064	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.065	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.066	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.067	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.068	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.069	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.070	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.071	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.072	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.073	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.074	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.075	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.076	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.077	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.078	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.079	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.080	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.081	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.082	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.083	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.084	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.085	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 



 




 


     


     


    
 

 


	Loan
    ID #	Originator/Loan
    Seller	Mortgagor
    Name	Upfront
    Eng. Reserve	Upfront
    Envir. Reserve	Upfront
    TI/LC Reserve	Upfront
    RE Tax Reserve	Upfront
    Ins. Reserve	Upfront
    Debt Service Reserve	Upfront
    Other Reserve	 	Monthly
    Capex Reserve	Monthly
    Envir. Reserve
	16.086	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.087	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.088	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.089	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.090	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.091	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.092	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.093	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.094	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.095	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.096	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.097	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.098	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.099	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.100	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.101	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.102	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.103	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.104	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.105	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.106	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.107	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.108	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.109	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.110	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.111	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.112	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.113	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.114	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.115	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.116	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.117	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.118	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.119	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.120	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.121	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.122	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.123	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.124	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.125	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.126	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.127	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.128	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.129	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.130	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.131	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.132	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.133	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.134	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.135	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.136	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.137	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.138	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.139	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.140	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.141	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	16.142	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	17	BSP	Waramaug
    Plantation LLC	$11,175	 	 	$230,606	$93,730	 	$2,000,000	 	Springing	 
	18	BSP	Polos
    Wrigley, LLC	 	 	$300,000	$87,336	$34,872	 	$79,767	 	$1,115	 
	19	Silverpeak	Huntington
    Ridge 2016 LLC	 	 	 	$123,412	$9,510	 	 	 	$4,375	 
	20	Column
    Financial, Inc.	Sweet
    Candy Company Building, LLC	 	 	$12,031	$14,811	$1,415	 	 	 	$2,736	 
	21	BSP	Pinehurst
    Centre Property, LLC	$5,000	 	$200,000	$39,351	$11,905	 	 	 	$2,059	 
	22	Column
    Financial, Inc.	Neredu
    Paya Limited Partnership	$26,563	 	 	$213,530	$20,500	 	 	 	$6,850	 
	23	Column
    Financial, Inc.	210
    South, LLC; Broadway Office Investors, LLC	 	 	$55,000	$113,282	$16,152	 	 	 	$1,407	 
	23.01	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	23.02	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	24	Silverpeak	Creative
    Choice Homes XX, LTD.	$24,531	 	 	$184,041	$58,410	$43,608	 	 	$7,238	 
	25	BSP	Sky
    Allendale, LP	$41,250	 	 	$34,082	$11,446	 	$529,803	 	$2,611	 
	26	Column
    Financial, Inc.	10th
    Street Palmdale, LLC	 	 	 	$109,572	$2,037	 	 	 	$916	 
	27	Column
    Financial, Inc.	Texcan
    Ventures I, Ltd.	$10,938	 	 	$72,600	$18,883	 	 	 	$7,250	 
	28	BSP	T
    Douglasville GA Retail, LLC	 	 	 	$90,188	$7,075	 	 	 	$701	 
	29	Column
    Financial, Inc.	Missouri
    Hotel Partners, LLC	 	 	 	$94,524	$3,914	 	$1,450,000	 	Greater
    of (i) 1/12 of 4% of the annual rent of the property for the previous 12 month period or (ii) amount required to be reserved
    pursuant to the franchise agreement	 
	30	Column
    Financial, Inc.	CMH
    Asset A, LLC	 	 	 	$101,372	$22,743	 	 	 	$3,833	 
	31	Column
    Financial, Inc.	Vision
    Hotel Partners, LLC	$17,866	 	 	 	$11,644	 	 	 	Greater
    of (i) 1/12 of 4% of the annual rent of the property for the previous 12 month period or (ii) amount required to be reserved
    pursuant to the franchise agreement	 
	32	BSP	Forstone
    350, LLC 	$358,500	 	$100,000	 	$21,696	 	$760,662	 	$2,677	 
	33	Column
    Financial, Inc.	1992
    Partners LLC; Walkers and Friends DE LLC	$117,125	 	 	$10,286	$8,583	 	 	 	$2,575	 
	34	BSP	Trinity
    Nueces Park LP	 	 	 	$135,956	$4,750	 	 	 	$908	 
	35	Column
    Financial, Inc.	Southwood
    SPE LLC	 	 	 	 	$19,151	 	 	 	$1,484	 
	36	BSP	Liberty
    Commercial Shopping Centers LLC	$35,250	 	$100,000	$37,705	$17,993	 	$199,140	 	$1,637	 
	36.01	BSP	 	 	 	 	 	 	 	 	 	 	 
	36.02	BSP	 	 	 	 	 	 	 	 	 	 	 
	37	BSP	Hackberry
    Creek, L.L.C.	 	 	 	$26,924	$29,074	 	$1,553,263	 	1/12th
    of 4% of the greater of (i) gross revenues in the preceding calendar year or (ii) the projected gross revenues for the current
    calendar year according to the most recent annual budget	 
	38	Column
    Financial, Inc.	3528
    Precision - FC, LLC	 	 	 	 	 	 	 	 	Springing	 
	39	BSP	Hinesville
    Group, LLC	$85,125	 	$150,000	$54,971	$8,110	 	$60,000	 	$2,019	 
	40	BSP	Royale
    Apartments-2008, LLP	 	 	 	$9,634	$26,135	 	 	 	$1,708	 
	41	BSP	Weatherbee
    Investment, L.L.C.	$15,625	 	 	$65,237	$3,031	 	 	 	$1,630	 
	42	Column
    Financial, Inc.	Siena
    RE, LLC; South Shore Siena, LLC; Sargent Siena, LLC	$16,750	 	 	$9,095	$30,843	 	 	 	$4,600	 
	43	Column
    Financial, Inc.	Vishnu
    Properties LLC	$28,125	 	 	$8,239	 	 	 	 	$2,979	 
	44	BSP	Highland
    Knoll 2010, LLC	 	 	 	$10,046	$4,537	 	 	 	$1,458	 
	45	Column
    Financial, Inc.	Cherry
    Tree Crossing II, LLC, Cherry Tree Crossing III, LLC	 	 	 	$15,727	$742	 	$128,750	 	$294	 
	46	Silverpeak	Mar-Mic
    Developers LLC	$18,594	 	 	$21,858	$14,694	 	 	 	$3,325	 
	47	Column
    Financial, Inc.	Yogi
    Hotel LLC	$11,500	 	 	$9,118	$3,855	 	$386,000	 	Greater
    of (i) 1/12 of 4% of the annual rent of the property for the previous 12 month period or (ii) amount required to be reserved
    pursuant to the franchise agreement	 
	48	Silverpeak	Genesis
    2006 Properties II, LLC	$4,375	 	$140,000	 	$4,583	 	 	 	$543	 
	49	BSP	Buford
    Heights, LLC	 	 	 	$6,891	$31,991	 	 	 	$1,229	 
	50	Silverpeak	Krishna
    Nitin Investment LLC	$9,625	 	 	$31,964	$10,508	 	$650,000	 	Greater
    of (i) 1/12 of 4% of annual gross revenue, or (ii) monthly amount required to be reserved pursuant to the franchise agreement
    (intitially, $4,329)	 
	51	Column
    Financial, Inc.	S
    & L Retail, LP	$1,706	 	 	$13,679	$11,055	 	$42,000	 	$485	 
	51.01	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	51.02	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	52	Column
    Financial, Inc.	Lubbock
    Three MHP, LLC	$33,875	 	 	$1,442	$3,356	 	 	 	$1,154	 
	52.01	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	52.02	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	52.03	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 
	53	Column
    Financial, Inc.	Cactus
    Mobile Ranch Home Community, LLC	 	 	 	$1,339	$562	 	 	 	$221	 


 


     


     


    
 

	Loan
    ID #	Originator/Loan
    Seller	Mortgagor
    Name	 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.	Coconut
    Point Town Center, LLC	Springing	Springing	Springing	 	 	0	In
    Place	Retail	Yes	10/1/2026
	2	Column
    Financial, Inc.	Mall
    At Gurnee Mills, LLC	Springing	Springing	Springing	 	 	0	In
    Place	Retail	Yes	10/1/2026
	3	BSP	Solow
    Building Company II, L.L.C., Solovieff Realty Co. II, L.L.C.	Springing	$3,139,213	$88,111	 	 	1	In
    Place	Office	Yes	9/1/2026
	4	Column
    Financial, Inc.	Columbia
    Properties Westshore, LLC	 	$38,580	Springing	 	Springing	5	In
    Place	Hotel	Yes	7/1/2026
	5	BSP	CPN
    West LLC	$28,220	$65,625	$14,704	 	Springing	0	Springing	Office	Yes	10/6/2026
	6	BSP	Mart/Hotel
    Limited Partnership	$28,313	$58,037	Springing	 	Springing	0	In
    Place	Office	Yes	11/6/2026
	7	Silverpeak	Peachtree
    Mall L.L.C.	Springing	Springing	Springing	 	Springing	0	In
    Place	Retail	Yes	12/6/2025
	8	BSP	Eastern
    Shore Plaza, LLC	$11,250	$16,617	$7,153	 	Springing	0	In
    Place	Retail	Yes	11/6/2026
	9	BSP	Robert
    Pitt Professional Plaza, LLC; Robert Pitt Professional Plaza II DE LLC	Springing	$32,980	$4,133	 	Specified
    Tenant Security Deposit (Springing); Condominium Common Charge (Springing); Lease Sweep Reserve (Springing)	0	Springing	Mixed
    Use	Yes	7/6/2026
	10	Column
    Financial, Inc.	Preserve
    at Autumn Ridge II LLC	 	$9,533	$867	 	 	0	Springing	Multifamily	Yes	7/6/2025
	11	Column
    Financial, Inc.	TGC
    Kendall, LLC	$6,250
    if BJ’s Wholesale Club, Inc. maintains a debt rating of at least “B3” from Moody’s or “B-”
    from S&P, $12,500 if they fail to maintain this rating	Springing	Springing	 	$28,000
    for the first 36 payments	0	In
    Place	Retail	Yes	9/6/2026
	12	BSP	1615
    Holcomb Member, LLC; 1625 Holcomb Member, LLC	$16,292	$19,272	Springing	 	 	0	In
    Place	Office	Yes	11/6/2026
	13	Column
    Financial, Inc.	University
    Heights II San Marcos Apartments, DST	 	$47,534	$11,083	 	 	0	In
    Place	Multifamily	Yes	3/6/2026
	14	BSP	Beltway
    Marketplace Owner, LLC	$5,097	$7,875	$1,383	 	Springing	0	Springing	Retail	Yes	10/6/2026
	15	BSP	Embarcadero
    Club Atlanta Apartments LP	 	$16,927	$9,984	 	 	0	In
    Place	Multifamily	Yes	10/6/2026
	16	Column
    Financial, Inc.	Western
    B West AZ, LLC, Western B Northwest CA, LLC, Western B West CA, LLC, Western B Southeast FL, LLC, Western Marina West Industrial,
    LLC, Western Miramar DC, LLC, Western B Southeast GA, LLC, Western B South MS, LLC, Western B Northwest OR, LLC, Western Carlisle
    - Ritner DC, LLC, Western Carlisle DC, LLC, Western Iron Run DC, LLC, Western Lehigh Valley DC II, LLC, Western Lehigh Valley
    DC, LLC, Western Steamboat DC, LLC, Western Valley Crossings DC, LLC, Western Valley Forge Business Center, LLC, Western York
    DC II, LLC, Western York DC III, LLC, Western York - Willow Springs DC, LLC, Western B South TN, LLC, Western B South TX,
    LLC, Western B Northwest UT, LLC, Western B Northwest WA, LLC	Springing	Springing	Springing	 	 	0	In
    Place	Industrial	No	11/6/2022
	16.001	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.002	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.003	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.004	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.005	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.006	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.007	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.008	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.009	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.010	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.011	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.012	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.013	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.014	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.015	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.016	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.017	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.018	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.019	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.020	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.021	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.022	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.023	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.024	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.025	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.026	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.027	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.028	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.029	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.030	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.031	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.032	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.033	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.034	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.035	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.036	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.037	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.038	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.039	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.040	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.041	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.042	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.043	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.044	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.045	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.046	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.047	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.048	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.049	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.050	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.051	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.052	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.053	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.054	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.055	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.056	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.057	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.058	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.059	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.060	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.061	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.062	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.063	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.064	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.065	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.066	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.067	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.068	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.069	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.070	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.071	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.072	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.073	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.074	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.075	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.076	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.077	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.078	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.079	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.080	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.081	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.082	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.083	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.084	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.085	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 



 






     


     


    

 


	Loan
    ID #	Originator/Loan
    Seller	Mortgagor
    Name	 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
	16.086	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.087	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.088	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.089	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.090	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.091	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.092	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.093	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.094	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.095	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.096	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.097	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.098	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.099	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.100	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.101	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.102	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.103	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.104	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.105	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.106	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.107	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.108	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.109	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.110	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.111	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.112	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.113	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.114	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.115	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.116	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.117	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.118	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.119	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.120	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.121	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.122	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.123	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.124	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.125	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.126	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.127	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.128	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.129	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.130	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.131	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.132	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.133	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.134	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.135	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.136	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.137	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.138	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.139	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.140	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.141	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	16.142	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Industrial	 	 
	17	BSP	Waramaug
    Plantation LLC	 	$19,217	Springing	 	Springing	0	In
    Place	Hotel	Yes	11/6/2026
	18	BSP	Polos
    Wrigley, LLC	$3,982	$17,467	$3,487	 	Ground
    Rent Funds ($17,083); Lease Sweep Reserve (Springing)	0	In
    Place	Retail	Yes	11/6/2026
	19	Silverpeak	Huntington
    Ridge 2016 LLC	 	$13,712	$4,755	 	 	0	NAP	Multifamily	Yes	6/6/2026
	20	Column
    Financial, Inc.	Sweet
    Candy Company Building, LLC	$12,031	$14,811	$1,415	 	Springing	5	In
    Place	Office	Yes	11/1/2026
	21	BSP	Pinehurst
    Centre Property, LLC	$22,917	$7,870	$1,082	 	 	0	In
    Place	Office	Yes	10/6/2026
	22	Column
    Financial, Inc.	Neredu
    Paya Limited Partnership	 	$19,412	$10,250	 	 	0	In
    Place	Multifamily	Yes	11/6/2025
	23	Column
    Financial, Inc.	210
    South, LLC; Broadway Office Investors, LLC	$8,655	$10,806	$4,038	 	Springing	0	In
    Place	Office	Yes	12/6/2025
	23.01	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Office	 	 
	23.02	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Office	 	 
	24	Silverpeak	Creative
    Choice Homes XX, LTD.	 	$20,449	$7,109	 	 	5	Springing	Multifamily	Yes	11/1/2026
	25	BSP	Sky
    Allendale, LP	$11,097	$17,041	$1,908	 	Springing	0	Springing	Office	Yes	11/6/2026
	26	Column
    Financial, Inc.	10th
    Street Palmdale, LLC	$4,128	$15,653	$1,018	 	 	0	Springing	Retail	Yes	10/6/2025
	27	Column
    Financial, Inc.	Texcan
    Ventures I, Ltd.	 	$14,520	$4,721	 	 	0	Springing	Multifamily	Yes	6/6/2026
	28	BSP	T
    Douglasville GA Retail, LLC	$4,905	$9,019	$1,415	 	Springing	0	In
    Place	Retail	Yes	8/6/2026
	29	Column
    Financial, Inc.	Missouri
    Hotel Partners, LLC	 	$23,631	$3,914	 	$25,000	0	In
    Place	Hotel	Yes	8/6/2026
	30	Column
    Financial, Inc.	CMH
    Asset A, LLC	 	$15,314	$7,581	 	 	0	Springing	Multifamily	Yes	8/6/2025
	31	Column
    Financial, Inc.	Vision
    Hotel Partners, LLC	 	$11,654	$3,881	 	Springing	0	In
    Place	Hotel	Yes	6/6/2025
	32	BSP	Forstone
    350, LLC 	$10,708	$30,549	$3,616	 	Springing	0	In
    Place	Office	Yes	11/6/2026
	33	Column
    Financial, Inc.	1992
    Partners LLC; Walkers and Friends DE LLC	 	$10,286	$4,291	 	 	0	Springing	Multifamily	Yes	1/6/2026
	34	BSP	Trinity
    Nueces Park LP	 	$11,670	$1,188	 	 	0	Springing	Manufactured
    Housing	Yes	11/6/2026
	35	Column
    Financial, Inc.	Southwood
    SPE LLC	$7,422	$16,531	$2,736	 	Springing	0	In
    Place	Office	No	12/6/2020
	36	BSP	Liberty
    Commercial Shopping Centers LLC	$3,939	$7,541	$2,999	 	Springing	0	Springing	Retail	Yes	10/6/2026
	36.01	BSP	 	 	 	 	 	 	 	 	Retail	 	 
	36.02	BSP	 	 	 	 	 	 	 	 	Retail	 	 
	37	BSP	Hackberry
    Creek, L.L.C.	 	$5,685	$3,230	 	Springing	5	Springing	Hotel	Yes	9/1/2026
	38	Column
    Financial, Inc.	3528
    Precision - FC, LLC	Springing	Springing	Springing	 	Springing	0	Springing	Office	Yes	12/6/2025
	39	BSP	Hinesville
    Group, LLC	$3,100	$7,853	$4,055	 	Springing	0	Springing	Mixed
    Use	Yes	7/6/2026
	40	BSP	Royale
    Apartments-2008, LLP	 	$4,817	$2,376	 	 	0	NAP	Multifamily	Yes	9/6/2026
	41	BSP	Weatherbee
    Investment, L.L.C.	 	$5,931	$3,031	 	 	0	In
    Place	Multifamily	Yes	9/6/2026
	42	Column
    Financial, Inc.	Siena
    RE, LLC; South Shore Siena, LLC; Sargent Siena, LLC	 	$4,547	$4,406	 	 	0	Springing	Multifamily	Yes	2/6/2026
	43	Column
    Financial, Inc.	Vishnu
    Properties LLC	 	$8,239	$3,984	 	 	0	In
    Place	Multifamily	Yes	12/6/2025
	44	BSP	Highland
    Knoll 2010, LLC	 	$5,023	$1,134	 	 	0	NAP	Multifamily	Yes	9/6/2026
	45	Column
    Financial, Inc.	Cherry
    Tree Crossing II, LLC, Cherry Tree Crossing III, LLC	$1,897	$5,242	$742	 	Springing	0	Springing	Retail	Yes	1/6/2026
	46	Silverpeak	Mar-Mic
    Developers LLC	 	$7,286	$4,898	 	 	0	Springing	Multifamily	Yes	7/1/2026
	47	Column
    Financial, Inc.	Yogi
    Hotel LLC	 	$4,559	$3,855	 	30,000
    in February 2016; 40,000 thereafter	0	In
    Place	Hotel	Yes	1/6/2026
	48	Silverpeak	Genesis
    2006 Properties II, LLC	Springing	$3,057	$458	 	Springing	0	Springing	Retail	Yes	10/6/2026
	49	BSP	Buford
    Heights, LLC	 	$3,446	$3,999	 	 	0	NAP	Multifamily	Yes	9/6/2026
	50	Silverpeak	Krishna
    Nitin Investment LLC	 	$2,664	$1,051	 	Springing	0	Springing	Hotel	Yes	10/6/2026
	51	Column
    Financial, Inc.	S
    & L Retail, LP	$2,292	$4,560	$2,764	 	 	0	Springing	Retail	Yes	2/6/2026
	51.01	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Retail	 	 
	51.02	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Retail	 	 
	52	Column
    Financial, Inc.	Lubbock
    Three MHP, LLC	 	$1,442	$1,678	 	 	0	Springing	Manufactured
    Housing	Yes	1/6/2026
	52.01	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Manufactured
    Housing	 	 
	52.02	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Manufactured
    Housing	 	 
	52.03	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	Manufactured
    Housing	 	 
	53	Column
    Financial, Inc.	Cactus
    Mobile Ranch Home Community, LLC	 	$268	$281	 	 	0	Springing	Manufactured
    Housing	Yes	3/6/2026
	 	 	 	 	 	 	 	 	 	 	 	 	 



 





     


     


    





 


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-C7 


 


Credit
Suisse Commercial Mortgage Securities Corp.


11
Madison Avenue


New
York, New York 10010


Attention:
Chuck Lee


 


		Re:	Transfer
                                         of CSAIL 2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
                                         Series 2016-C7



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, Rialto Capital Advisors, LLC, as Special Servicer, and Park Bridge Lender Services LLC,
as Asset Representations Reviewer and as Operating Advisor, on behalf of the holders of CSAIL 2016-C7 Commercial Mortgage Trust,
Commercial Mortgage Pass Through Certificates, Series 2016-C7 (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



 





 




 


*
Purchaser must include one of the following two certifications.


 






     Exhibit C-1


     

    

 


			and
                                         experience in financial and business matters as to be capable of evaluating the 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 Preliminary Prospectus and 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 Disqualified Non-U.S. Tax 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-C7


 


		Re:	CSAIL
                                         2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2016-C7 (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of November
                                         1, 2016, by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
                                         Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo Bank, National
                                         Association, as Certificate Administrator, Wilmington Trust, National Association, as
                                         Trustee, Rialto Capital Advisors, LLC, as Special Servicer, and Park Bridge Lender Services
                                         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


 






     Exhibit D-1-1


     

    

 


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
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” and
“partnership representative” 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-C7


 


		Re:	CSAIL
                                         2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2016-C7 (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 November 1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit Suisse
Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Rialto Capital Advisors,
LLC, as Special Servicer, and Park Bridge Lender Services 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-C7 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-C7 Commercial
    Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C7


 


The
undersigned [Master Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian
(the “Custodian”) on behalf of Wilmington Trust, National Association, as trustee (the “Trustee”),
for the Holders of CSAIL 2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C7, 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 November 1, 2016, by and among
Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Rialto
Capital Advisors, LLC, as Special Servicer, and Park Bridge Lender Services 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 Collection 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-C7 


 


Credit
Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	Transfer
                                         of CSAIL 2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
                                         Series 2016-C7



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US$[___] aggregate Certificate Balance in the CSAIL 2016-C7
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C7, Class [E][F][NR] Certificates issued
pursuant to that certain Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
Rialto Capital Advisors, LLC, as Special Servicer, and Park Bridge Lender Services 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 and will not become (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


 






     Exhibit F-1-1


     

    

 


by Section 3(42) of ERISA),
other than an insurance company using the assets of its “insurance company general 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 CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Administrator 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention:
CMBS – CSAIL 2016-C7


 


[Transferor] 


[______] 


[______] 


Attention:
[______]


 


		Re:	CSAIL
                                         2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2016-C7



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [__]% Percentage Interest in the CSAIL 2016-C7 Commercial
Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C7, Class R Certificates (the “Class R Certificate”)
issued pursuant to that certain Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing
Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, Rialto Capital Advisors, LLC, as Special Servicer and Park Bridge Lender Services 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 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 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 DISTRIBUTION DATE STATEMENT


 


[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 “Wilmington Trust, National Association,
as Trustee for the registered holders of CSAIL 2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2016-C7” (the “Assignee”), having an office at 1100 North Market Street, Wilmington, Delaware
19890, Attn: CMBS Trustee CSAIL 2016-C7, 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-C7


 


		Re:	CSAIL
                                         2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2016-C7, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
Rialto Capital Advisors, LLC, as Special Servicer, and Park Bridge Lender Services 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-C7


 


		Re:	CSAIL
                                         2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2016-C7, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
Rialto Capital Advisors, LLC, as Special Servicer, and Park Bridge Lender Services 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-C7


 


		Re:	CSAIL
                                         2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2016-C7, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
Rialto Capital Advisors, LLC, as Special Servicer, and Park Bridge Lender Services 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-C7


 


		Re:	CSAIL
                                         2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2016-C7, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
Rialto Capital Advisors, LLC, as Special Servicer, and Park Bridge Lender Services 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 


 




 



 


*       Select,
as applicable.


 






     Exhibit L-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.


	 	 	 
	 	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-C7


 


		Re:	CSAIL
                                         2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2016-C7, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
Rialto Capital Advisors, LLC, as Special Servicer, and Park Bridge Lender Services 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-C7


 


		Re:	CSAIL
                                         2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2016-C7, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
Rialto Capital Advisors, LLC, as Special Servicer, and Park Bridge Lender Services 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,


 






     Exhibit N-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 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-C7


 


		Re:	CSAIL
                                         2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2016-C7, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
Rialto Capital Advisors, LLC, as Special Servicer, and Park Bridge Lender Services 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


 






     Exhibit O-1


     

    

 


commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, 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-C7 Commercial Mortgage Securities Trust


Email:
trustadministrationgroup@wellsfargo.com;


     cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	CSAIL
                                         2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2016-C7



 


In
accordance with the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
Rialto Capital Advisors, LLC, as Special Servicer, and Park Bridge Lender Services 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


 






     Exhibit P-1A-1


     

    

 


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.


 


6.       The
undersigned shall be fully liable for any breach of the terms of this certification 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]


 


	Wilmington
Trust, National Association,

1100 North Market Street, Wilmington,

Delaware 19801, Attention: CMBS Trustee –

CSAIL 2016-C7, with a copy to:

CMBSTrustee@wilmingtontrust.com
	Park
Bridge Lender Services LLC

                           600
Third Avenue, 40th Floor

                           New
York, New York 10016

                           Attention:
CSAIL 2016-C7-Surveillance Manager

                           Email:
cmbs.notices@parkbridgefinancial.com

	 	 
	Rialto
Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Email: liat.heller@rialtocapital.com



with a copy to:
	Wells
                                         Fargo Bank, National Association

        Sixth
Street and Marquette Avenue

        Minneapolis,
Minnesota 55479-0113

        Attention:
Corporate Trust Services (CMBS)

        CSAIL
2016-C7 Commercial Mortgage Securities Trust

        Email:  trustadministrationgroup@wellsfargo.com

            cts.cmbs.bond.admin@wellsfargo.com

	 	 
	Attention:Jeff
                                         Krasnoff, CSAIL 2016-C7

        Email:
jeff.krasnoff@rialtocapital.com

         

        with
a copy to:

         

        Attention:
Niral Shah

        Email:
niral.shah@rialtocapital.com

         

        with
a copy to:

         

        Attention:
Adam Singer

        Email:
adam.singer@rialtocapital.com
	Wells
                                         Fargo Bank, National Association,

        Commercial Mortgage Servicing

        Three Wells Fargo, 401 S. Tryon Street, 8th Floor

        Charlotte,
North Carolina 28202

        Attention:
CSAIL 2016-C7 Asset Manager

        Email:
commercial.servicing@wellsfargo.com



 


CSAIL
2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C7


 


In
accordance with the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
Rialto Capital Advisors, LLC, as Special Servicer, and Park


 






     Exhibit P-1B-1


     

    

 


Bridge Lender Services 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.


 


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 terms of this certification 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


 






     Exhibit P-1B-2


     

    

 


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].


 


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-C7 Commercial Mortgage Securities Trust


Email:
trustadministrationgroup@wellsfargo.com;

            cts.cmbs.bond.admin@wellsfargo.com





 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1050-084, 401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: CSAIL 2016-C7 Asset Manager


 


CSAIL
2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C7


 


In
accordance with the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
Rialto Capital Advisors, LLC, as Special Servicer, and Park Bridge Lender Services 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.


 






     Exhibit P-1C-1


     

    

 


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 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 terms of this certification 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]


 


	Wilmington
Trust, National Association,

                           1100
North Market Street, Wilmington,

                           Delaware 19801, Attention: CMBS Trustee –

                           CSAIL
2016-C7, with a copy to:

                           CMBSTrustee@wilmingtontrust.com
	Park
Bridge Lender Services LLC

                           600
Third Avenue, 40th Floor

                           New
York, New York 10016

                           Attention:
CSAIL 2016-C7-Surveillance Manager

                           Email:
cmbs.notices@parkbridgefinancial.com

	 	 
	Rialto
                                         Capital Advisors, LLC

        790
NW 107th Avenue, 4th Floor

        Miami,
Florida 33172

        Attention:
Liat Heller

        Email:
liat.heller@rialtocapital.com

         

        with
a copy to:
	Wells
                                         Fargo Bank, National Association

        Sixth
Street and Marquette Avenue

        Minneapolis,
Minnesota 55479-0113

        Attention:
Corporate Trust Services (CMBS)

        CSAIL
2016-C7 Commercial Mortgage Securities Trust

        Email:
trustadministrationgroup@wellsfargo.com

                    cts.cmbs.bond.admin@wellsfargo.com

	 	 
	Attention:Jeff
                                         Krasnoff, CSAIL 2016-C7

        Email:
jeff.krasnoff@rialtocapital.com

         

        with
a copy to:

         

        Attention:
Niral Shah

        Email:
niral.shah@rialtocapital.com

         

        with
a copy to:

         

        Attention:
Adam Singer 

        Email:
adam.singer@rialtocapital.com
	Wells
                                         Fargo Bank, National Association,

        Commercial Mortgage Servicing

        Three Wells Fargo, 401 S. Tryon Street, 8th Floor

        Charlotte,
North Carolina 28202

        Attention:
CSAIL 2016-C7 Asset Manager

        Email:
commercial.servicing@wellsfargo.com

	 	 


		Re:	CSAIL
                                         2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2016-C7



 


In
accordance with the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, Wells Fargo Bank,
National Association, as Certificate Administrator, and Park Bridge


 






     Exhibit P-1D-1


     

    

 


Lender Services 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):


 


[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.       Pursuant
to the Pooling and Servicing Agreement, if the undersigned is (a) the Holder of the majority of the Controlling Class or (b) the
Directing Certificateholder, then in each case with respect to each of the Mortgage Loans listed in this certification, each such
Mortgage Loan shall be an “Excluded Loan”, and a Control Termination Event and a Consultation Termination Event shall
be deemed to occur and the Certificate Administrator is hereby directed to post such information on its website as a special notice
in accordance with Section 3.13(b) of the Pooling and Servicing Agreement.


 


4.       The
undersigned has received a copy of the Prospectus.


 


5.       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.


 


6.       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


 






     Exhibit P-1D-2


     

    

 


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.


 


7.       The
undersigned shall be fully liable for any breach of the terms of this certification 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.


 


8.       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.


 


9.       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.


 


10.       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].


 


11.       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]


 


	Wilmington
Trust, National Association,

                           1100
North Market Street, Wilmington,

                           Delaware 19801, Attention: CMBS Trustee –

                           CSAIL
2016-C7, with a copy to:

                           CMBSTrustee@wilmingtontrust.com


	Park
Bridge Lender Services LLC

                           600
Third Avenue, 40th Floor

                           New
York, New York 10016

                           Attention:
CSAIL 2016-C7-Surveillance Manager

                           Email: cmbs.notices@parkbridgefinancial.com


	 	 
	Rialto
                                         Capital Advisors, LLC

        790
NW 107th Avenue, 4th Floor

        Miami,
Florida 33172

        Attention:
Liat Heller

        Email:
liat.heller@rialtocapital.com

         

        with a copy to:

	Wells
                                         Fargo Bank, National Association

        Sixth
Street and Marquette Avenue

        Minneapolis,
Minnesota 55479-0113

        Attention:
Corporate Trust Services (CMBS)

        CSAIL
2016-C7 Commercial Mortgage Securities Trust

        Email:
trustadministrationgroup@wellsfargo.com

                    cts.cmbs.bond.admin@wellsfargo.com


	 	 
	Attention:Jeff
                                         Krasnoff, CSAIL 2016-C7

        Email:
jeff.krasnoff@rialtocapital.com

         

        with
a copy to:

         

        Attention:
Niral Shah

        Email:
niral.shah@rialtocapital.com

         

        with
a copy to:

         

        Attention:
Adam Singer

        Email: adam.singer@rialtocapital.com

	Wells
                                         Fargo Bank, National Association,

        Commercial Mortgage Servicing

        Three Wells Fargo, 401 S. Tryon Street, 8th Floor

        Charlotte,
North Carolina 28202

        Attention:
CSAIL 2016-C7 Asset Manager

        Email: commercial.servicing@wellsfargo.com


	 	 


		Re:	CSAIL
                                         2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2016-C7



 


THIS
NOTICE IDENTIFIES AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE CSAIL
2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C7 REQUIRING ACTION BY YOU
AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE POOLING AND SERVICING AGREEMENT.


 






     Exhibit P-1E-1


     

    

 


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:


 


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 Loan:


 


	CUSIP	Class	Outstanding

Certificate Balance	Initial
    Certificate

Balance
	 	 	 	 
	 	 	 	 



 






     Exhibit P-1E-2


     

    

 


	 	 	 	 


 


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


 






     Exhibit P-1E-3


     

    

 


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 terms of this certification 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 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.


 






     Exhibit P-1E-4


     

    

 


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 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-C7 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-C7 Commercial Mortgage Securities Trust

         



		Re:	CSAIL
                                         2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2016-C7



 


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-C7 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]


 


	Wilmington
Trust, National Association,

                           1100
North Market Street, Wilmington,

                           Delaware 19801, Attention: CMBS Trustee –

                           CSAIL 2016-C7, with a copy to:


        CMBSTrustee@wilmingtontrust.com

	Park
Bridge Lender Services LLC

                           600
Third Avenue, 40th Floor

                           New
York, New York 10016

                           Attention:
CSAIL 2016-C7-Surveillance Manager

                           Email: cmbs.notices@parkbridgefinancial.com


	 	 
	Rialto
                                         Capital Advisors, LLC

        790
NW 107th Avenue, 4th Floor

        Miami,
Florida 33172

        Attention:
Liat Heller

        Email:
liat.heller@rialtocapital.com

         

        with a copy to:

	Wells
                                         Fargo Bank, National Association

                                         Sixth Street and Marquette Avenue


        Minneapolis,
        Minnesota 55479-0113

        Attention: Corporate Trust Services (CMBS)

        CSAIL 2016-C7 Commercial Mortgage Securities Trust


        Email:
        trustadministrationgroup@wellsfargo.com

                     cts.cmbs.bond.admin@wellsfargo.com


	 	 
	Attention:Jeff
                                         Krasnoff, CSAIL 2016-C7

        Email:
jeff.krasnoff@rialtocapital.com

         

        with a copy to:

         


        Attention:
Niral Shah

        Email:
niral.shah@rialtocapital.com

         

        with a copy to:

         


        Attention:
        Adam Singer


        Email:
        adam.singer@rialtocapital.com

	Wells
                                         Fargo Bank, National Association,

        Commercial Mortgage Servicing

        Three Wells Fargo, 401 S. Tryon Street, 8th Floor

        Charlotte,
North Carolina 28202

        Attention:
CSAIL 2016-C7 Asset Manager

        Email: commercial.servicing@wellsfargo.com


	 	 


		Re:	CSAIL
                                         2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2016-C7



 


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.


 






     Exhibit P-1G-1


     

    

 


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.


 


4.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall 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-C7


 


		Attention:	CSAIL
2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C7 _________________



 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
November 1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer,
Wilmington Trust, National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, and
Park Bridge Lender Services 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 (a) Rating Agency hired by the Depositor to provide ratings on the Certificates;
                                         or (b) a Nationally Recognized Statistical Rating Organization (“NRSRO”);
                                         and has provided the Depositor with the appropriate certifications under Exchange Act
                                         17g-5(e);



 


		2.	The
                                         undersigned has provided the Depositor with the appropriate certifications under Exchange
                                         Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website prior to the Closing
                                         Date, is requesting access pursuant to the Agreement to certain information (the “Information”)
                                         on such 17g-5 website pursuant to the provisions of the Agreement, and agrees that any
                                         confidentiality agreement applicable to the undersigned with respect to the information
                                         obtained from the Depositor’s 17g-5 website prior to the Closing Date shall also
                                         be applicable to information obtained from the 17g-5 Information Provider’s Website
                                         (including without limitation, to any information received by the Depositor for posting
                                         on the 17g-5 Information Provider’s Website), or (y), if the undersigned did not
                                         have access to the Depositor’s 17g-5 website prior to the Closing Date, it hereby
                                         agrees that it shall be bound by the provisions of the confidentiality agreement attached
                                         hereto as Annex A which shall be applicable to it with respect to any information
                                         obtained from the 17g-5 Information Provider’s Website, including any information
                                         that is obtained from the section of the 17g-5 Information Provider’s Website that
                                         hosts the Depositor’s 17g-5 website after the Closing Date; 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.



 






     Exhibit P-2-1


     

    

 


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 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.


 


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-C7 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C7 (the “Certificates”) pursuant
to the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, Wells Fargo Bank,
National Association, as Certificate Administrator, and Park Bridge Lender Services 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


 






     Exhibit P-2-2


     

    

 


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 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


 






     Exhibit P-2-3


     

    

 


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. 


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


 






     Exhibit P-2-4


     

    

 


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-2-5


     

    

 


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-C7


 


		Attention:	CSAIL 2016-C7 Commercial Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2016-C7 _____________________



 


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 November 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wilmington Trust, National Association,
as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Park Bridge Lender Services 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., CMBS.com, Inc., Asset Reviewers LLC 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 in its capacity as a market data provider and not for any other purpose, 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 



 






     Exhibit P-3-1


     


    

 


			incurred thereby with respect to any such breach by the undersigned or any of its
                                                                             Representatives.



 


		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the 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-3-2


     


    

 





EXHIBIT Q


 


CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	CSAIL 2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C7 



 


Ladies and Gentlemen:


 


In accordance with Section 2.02
of the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, Wells Fargo Bank,
National Association, as Certificate Administrator, and Park Bridge Lender Services 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) 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) (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, 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

Email: liat.heller@rialtocapital.com


 


with a copy to:


 


Attention:Jeff Krasnoff, CSAIL 2016-C7

Telecopy number: (305) 229-6425

Email: jeff.krasnoff@rialtocapital.com



with a copy to:



Attention: Niral Shah

Telecopy number: (305) 229-6425


 



     Exhibit Q-2


     


    

 


Email: niral.shah@rialtocapital.com



with a copy to:



Attention: Adam Singer

Telecopy number: (305) 229-6425

Email: adam.singer@rialtocapital.com



Wells Fargo Bank, National Association

Commercial Mortgage Servicing,

Three Wells Fargo

401 S. Tryon Street, 8th Floor

Charlotte, North Carolina 28202



Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19801


 


Wells Fargo Bank, National Association

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113


 


[DIRECTING CERTIFICATEHOLDER’S NOTICE ADDRESS]


 


 



     Exhibit Q-3


     


    

 





EXHIBIT R-1


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


 


RECORDING REQUESTED BY:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1050-084, 401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: CSAIL 2016-C7 Asset Manager

Telecopy Number: (704) 715-0036


 





 






SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association,
a national banking association, incorporated and existing under the laws of the United States, having its usual place of business
at 1100 North Market Street, Wilmington, Delaware 19890, as trustee (the “Trustee”), pursuant to that Pooling
and Servicing Agreement dated as of November 1, 2016 (the “Agreement”), by and among Credit Suisse Commercial
Mortgage Securities Corp., as the depositor, Wells Fargo Bank, National Association, as Master Servicer (in such capacity, the
“Master Servicer”), Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as certificate administrator, the Trustee and Park Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer, 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



 






     Exhibit R-1-1


     


    

 


same
to the original intent of the parties thereto or to correct title errors discovered after such title insurance was issued; provided
that said modification or re-recording, in either instance, (i) does not adversely affect the lien of the Mortgage or deed of
trust as insured and (ii) otherwise conforms to the provisions of the Agreement.


 


		3.	The
subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company 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;



 






     Exhibit R-1-2


     


    

 


		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;



 


		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 



 






     Exhibit R-1-3


     


    

 


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 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
Wilmington Trust, 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 Wilmington Trust, National Association except as specifically provided for herein. If the Master Servicer receives
any notice of suit, litigation or proceeding in the name of Wilmington Trust, 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


 



     Exhibit R-1-4


     


    

 


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.


  


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, Wilmington Trust, National Association, as Trustee
for CSAIL 2016-C7 Commercial Mortgage Securities Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C7 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 ____________.


	 	 	 	 
	 	Wilmington Trust, National Association, as Trustee for CSAIL 2016-C7 Commercial Mortgage Trust   Commercial
Mortgage Pass-Through Certificates, Series  2016-C7	 
	 	 	 	 
		By:	 	 
	 	 		Name:

Title:	 
	 	 	 	 	 
	 	Prepared by:	 
	 	 	 	 
	 	 	 	 
	 	 	 	Name:	 





 


	Witness:	 
	 	 
	 	 
	 	 
	Witness:	 
	 	 
	 	 



 






     Exhibit R-1-5


     


    

 


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 Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 



 






     Exhibit R-1-6


     


    

 





	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-1-7


     


    

 





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


 


Wilmington Trust, National Association, a national banking association
organized and existing under the laws of the United States and having an office at 1100 North Market Street, Wilmington, Delaware
19801, 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 November 1, 2016 (the “Pooling
and Servicing Agreement”) between Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
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, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor, on
behalf of CSAIL 2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C7 (the “Trust”)
and no power is granted hereunder to take any action that would be adverse to the interests ofWilmington Trust, 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 Wilmington
Trust, 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 Wilmington Trust, National Association,
as Trustee under the Agreement.


  


IN WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee
for the benefit of the registered Holders of CSAIL 2016-C7 Commercial Mortgage Trust Commercial Mortgage Pass Through Certificates,
Series 2016-C7 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 ____________.





	 	 	 	 
	 	Wilmington Trust, National Association, as
Trustee for the benefit of the registered Holders of CSAIL 2016-C7 Commercial Mortgage Trust Commercial Mortgage Pass Through
Certificates, Series 2016-C7	 
	 	 	 	 
		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
	Coconut Point Loan	
        NOTE A-2

        

        Wilmington Trust, National Association for the Holders of the MSBAM 2016-C30 Mortgage Trust, Commercial Mortgage Pass Through Certificates,
        Series 2016-C30

         

        Notice Address:

        

        1100 North Market Street,

        Wilmington, Delaware 19890

        Attention: MSBAM 2016-C30

         

        NOTE A-3

         

        Morgan Stanley Bank, N.A.

         

        Notice Address:

        

        1585 Broadway

        New York, New York 10036

        Attention: Jane H. Lam

         

        with a copy to:



Morgan Stanley Bank, N.A.

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division

	Gurnee Mills Loan	
        NOTE A-1B

        

        Column Financial, Inc.

         

        Notice Address:

        

11 Madison Avenue, 4th Floor, New York, New




 



     Exhibit S-1


     


    

 


		 York 10010, Attention: Dante La Rocca
         

        NOTE A-2A

        

        Wilmington Trust, National Association for the Holders of the WFCM 2016-C36 Mortgage Trust, Commercial Mortgage Pass Through Certificates,
        Series 2016-C36

         

        Notice Address:

        

        1100 North Market Street,

        Wilmington, Delaware 19890

        Attention: WFCM 2016-C36

        

        NOTE A-2B

        

        Wells Fargo Bank, National Association

        

        

         

        Notice Address:

        

        375 Park Avenue, 2nd Floor

        J0127-023

        New York, New York 10152

        Attention: A.J. Sfarra

        Email: Anthony.Sfarra@wellsfargo.com

         

        NOTE A-3 and A-4

        

        Regions Bank

         

        Notice Address:

        

1001 Morehead Square Drive, Suite 290

Charlotte, North Carolina 28203

Attention: Jennifer Boone

	9 West 57th Street Loan	
        NOTE A-1 and B-1



Wilmington Trust, National Association for the Holders of JPMCC 2016-NINE Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2016-NINE




 






     Exhibit S-2


     


    

 


		
        

        Notice Address:



1100 North Market Street

Wilmington, Delaware 19801 

        Attention: CMBS Trustee – JPMCC 2016-NINE

        

        with a copy to:

        

        Telecopy number: (302) 636-4140

        Email: CMBSTrustee@wilmingtontrust.com

         

        NOTE A-2

        

        Wells Fargo Bank, National Association for the Holders of JPMCC 2016-JP3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
        Certificates, Series 2016-JP3

         

        Notice Address:



9062 Old Annapolis Road,

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – JPMCC 2016-JP3



with a copy to:



Facsimile: (410) 715-2380

Email: trustadministrationgroup@wellsfargo.com

        

        NOTE A-3-A and A-5

        

        J.P. Morgan Chase Bank, N.A.

         

        Notice Address:

        

        JPMorgan Chase Bank, National Association

        383 Madison Avenue, 31st Floor

        New York, New York 10179

        Attention: Thomas Nicholas Cassino

        Facsimile No.: (212) 834-6047

         

        and

         

        JPMorgan Chase Bank, National Association

383 Madison Avenue





 






     Exhibit S-3


     


    

 


		
        New York, New York 10179

Attention: Nancy S. Alto

Facsimile No.: (212) 623-4779

         

        with a copy to:

        

        Cadwalader, Wickersham & Taft LLP

        One World Financial Center

        New York, New York 10281

        Attention: Fredric L. Altschuler, Esq.

        Facsimile No.: (212) 504-6666

        

        NOTE A-4

        

        Wells Fargo Bank, National Association for the Holders of JPMDB 2016-C4 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
        Certificates, Series 2016-C4

         

        Notice Address:



9062 Old Annapolis Road,

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – JPMDB 2016-C4



with a copy to:



Facsimile: (410) 715-2380

Email: trustadministrationgroup@wellsfargo.com

	Peachtree Mall Loan	
        NOTE A-1

        

        Wilmington Trust, National Association for the Holders of the SG Commercial Mortgage Securities Trust 2016-C5, Commercial Pass-Through
        Certificates, Series 2016-C5

         

        Notice Address:

         

        1100 North Market Street

        Wilmington, Delaware 19801

        Attention: CMBS Trustee – SGCMS 2016-C5

         

        NOTE A-2



Wilmington Trust, National Association for the




 






     Exhibit S-4


     


    

 


		
        Holders of the WFCM Commercial Mortgage Trust 2016-NXS6

         

        Notice Address:

         

        1100 North Market Street

        Wilmington, Delaware 19801

        Attention: CMBS Trustee – WFCM 2016-NXS6

         

        NOTE A-4

        

        Silverpeak Real Estate Finance LLC

         

        Notice Address:

         

        40 West 57th Street, 29th Floor

New York, New York 10019

Attention: Michael Schulte

	GLP Industrial Portfolio B Loan	
        NOTES A-1, A-2, B-1 and B-2 

        

        Wells Fargo Bank, National Association for the Holders of CSMC 2015-GLPB Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
        Series 2015-GLPB

         

        Notice Address:

        

        9062 Old Annapolis Road, Columbia, Maryland 21045-1951

        

        Attention: Corporate Trust Services (CMBS) – CSMC 2015-GLPB

         

        NOTE A-3-1

        

        Wells Fargo Bank, National Association for the Holders of CSAIL 2016-C6 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
        Series 2015-C6

         

        Notice Address:



9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – CSAIL 2016-C6




 






     Exhibit S-5


     


    

 


		
        

        NOTE A-4

         

        Wells Fargo Bank, National Association for the Holders of Morgan Stanley
        Capital I Trust 2016-UBS9, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS9

         

        Notice Address:



9062 Old Annapolis Road, Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – MSCI 2016-UBS9



 






     Exhibit S-6


     


    

 





EXHIBIT T


 


FORM OF NOTICE RELATING TO THE NON-SERVICED MORTGAGE
LOAN


 


[Date]


 


[NON-SERVICED MORTGAGE LOAN PARTIES]


[ADDRESSES]


[SECURITIZATION, IF APPLICABLE]


 


VIA FACSIMILE


 


		Re:	CSAIL 2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2016-C7 



 


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 November 1, 2016 (the “CSAIL 2016-C7 Pooling Agreement”)
by and among Credit Suisse Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as Master
Servicer (in such capacity, the “[NON-SERVICED WHOLE LOAN] Mortgage Loan Master Servicer”), Rialto Capital Advisors,
LLC, as special servicer, Wilmington Trust, National Association, as trustee (the “Trustee”) and Wells Fargo
Bank, National Association, as Certificate Administrator (in such capacity, the “Certificate Administrator”),
and Park Bridge Lender Services LLC, as asset representations reviewer and 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-C7 Pooling Agreement) under the [NON-SERVICED WHOLE LOAN]
Intercreditor Agreement (as defined in the CSAIL 2016-C7 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-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2016-C7
	 	 	 
		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:	Wells Fargo Bank, National Association, in its capacity as Master Servicer under the Pooling and Servicing Agreement dated
as of November 1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage
Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special
Servicer, Wilmington Trust, National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.



 


		Date:	_________, 20___



 


		Re:	CSAIL 2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C7



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, (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
Distribution Date Statement 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-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C7 

Operating Advisor: Park Bridge Lender Services LLC 

Special Servicer: Rialto Capital Advisors, LLC

Directing Certificateholder: RREF III Debt AIV, LP


 


		I.	Population of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The Special Servicer has notified the Operating Advisor that [●]
Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●] of those Specially Serviced Loans are still being
analyzed by the Special Servicer as part of the development of an Asset Status Report.



 


		b.	Asset Status Reports were issued with respect to [●]
of such Specially Serviced Loans. This report is based only on the Specially Serviced Loans in respect of which an Asset Status
Report has been issued. The Asset Status Reports may not yet be fully implemented.



 


		II.	Executive Summary



 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement, 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 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:


 


		1.	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 Amount calculations and [LIST OTHER REVIEWED INFORMATION] for the following [●]
Specially Serviced Loans: [List applicable Mortgage Loans]



 


		2.	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 Amount calculations) related to the Specially Serviced 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 Amount 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.



 


		III.	Specific Items of Review



 


		1.	The Operating Advisor reviewed the following items in connection with the generation of this report:
[LIST MATERIAL ITEMS].



 


		2.	During the prior year, the Operating Advisor consulted with the Special Servicer regarding its
strategy plan for a limited number of issues related to the following Specially Serviced Loans: [LIST]. The Operating Advisor participated
in discussions and made strategic observations and recommended alternative courses of action to the extent it deemed such observations
and recommendations appropriate. The Special Servicer [agreed with/did not agree with] the material recommendations made by the
Operating Advisor. Such recommendations generally included the following: [LIST].



 


		3.	Appraisal Reduction Amount calculations and net present value calculations:



 


		4.	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 Amount 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 Loan prior to the utilization by the Special Servicer.



 






    Exhibit V-2 


     


    

 


		a.	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.



 


		b.	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.



 


		5.	The following is a general discussion of certain concerns raised by the Operating Advisor discussed
in this report: [LIST CONCERNS].



 


		6.	In addition to the other information presented herein, the Operating Advisor notes the following
additional items, if any: [LIST ADDITIONAL ITEMS].



 


		IV.	Qualifications Related to the Work Product Undertaken and Opinions Related to this Report



 


		1.	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 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.



 


		2.	The Special Servicer has the legal authority and responsibility to service the Specially Serviced
Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards
set forth therein.



 


		3.	Confidentiality and other contractual limitations limit the Operating Advisor’s ability to
outline the details or substance of the discussions held between it and the Special Servicer regarding any Specially Serviced 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.



 


		4.	There are many tasks that the Special Servicer undertakes on an on-going basis related to Specially
Serviced 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.



 


		5.	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 November 1, 2016.


 




    Exhibit V-4 


     


    


 


EXHIBIT
W


 


Form
of Notice from Operating Advisor Recommending Replacement of Special Servicer


 


Wilmington Trust, National Association

    as Trustee

1100 North Market Street

Wilmington, Delaware 19801

Attention: CMBS Trustee– CSAIL 2016-C7






 


Wells Fargo Bank, National Association

    as Certificate Administrator


Sixth Street and Marquette
Avenue


Minneapolis, Minnesota 55479-0113


Attention: CMBS – CSAIL
2016-C7


 


Rialto Capital Advisors, LLC


790 NW 107th Avenue,
4th Floor


Miami, FL 33172


Attention: Liat Heller


Telecopy number: (305) 229-6425


Email: liat.heller@rialtocapital.com


 


with a copy to:



Attention:Jeff Krasnoff, CSAIL 2016-C7

Telecopy number: (305) 229-6425

Email: jeff.krasnoff@rialtocapital.com


 


with a copy to:


 


Attention: Niral Shah

Telecopy number: (305) 229-6425

Email: niral.shah@rialtocapital.com


 


with a copy to:


 


Attention: Adam Singer

Telecopy number: (305) 229-6425

Email: adam.singer@rialtocapital.com


 


		Re:	CSAIL 2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2016-C7, 

Recommendation of Replacement of Special Servicer 



 






    Exhibit W-1 


     


    

 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and
Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wilmington Trust, National Association,
as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset
Representations Reviewer and as Operating Advisor, on behalf of the holders of CSAIL 2016-C7 Commercial Mortgage Trust, Commercial
Mortgage Pass Through Certificates, Series 2016-C7 (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


 


Wells Fargo Bank, National Association

401 S. Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: CSAIL 2016-C7 Asset Manager




Rialto Capital Advisors, LLC

790 NW 107th Avenue

4th Floor

Miami, FL 33172

Attention: Liat Heller



Rialto Capital Advisors, LLC

790 NW 107th Avenue

4th Floor

Miami, FL 33172

Attention: Jeff Krasnoff


 


		Re:	Access to Certain Information Regarding CSAIL 2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2016-C7



 


Ladies and Gentlemen:


 


Reference is hereby made to that certain
Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing Agreement”), among
the Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating
Advisor. Defined terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


 


Wells Fargo Bank, National Association
(“Wells Fargo”)/ Rialto Capital Advisors, LLC (“Rialto”)] 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 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.


 






    Exhibit X-1 


     


    

 





[_____] [__], 20[__]





Page 2


 







Wells Fargo/Rialto 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 Wells Fargo/Rialto by third parties, (b) may not have been verified by Wells
Fargo/Rialto, and (c) may be incomplete or contain inaccuracies. The Company agrees that Wells Fargo/Rialto, 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) Wells
Fargo/Rialto’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 Wells Fargo/Rialto; (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 Wells Fargo/Rialto; (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 Wells Fargo/Rialto’s election): (i) responses to reasonable written inquiries received from
the Company, (ii) conference calls conducted on a reasonably scheduled basis with Wells Fargo/Rialto’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”). Wells Fargo/Rialto 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) Wells
Fargo/Rialto 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. Wells Fargo/Rialto shall cease to provide the Company with Confidential Information if Wells Fargo/Rialto
has actual knowledge that the Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents and
Wells Fargo/Rialto 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. Wells Fargo/Rialto’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 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


 






    Exhibit X-2 


     


    

 


[_____] [__], 20[__]





Page 3


 



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, Wells Fargo/Rialto 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 Wells Fargo/Rialto’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,
	 	 
	 	WELLS FARGO BANK, 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:


 


		1.	I have reviewed this report on Form 10-K, and all reports
on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of the CSAIL 2016-C7 Commercial
Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C7 (the “Exchange Act periodic reports”);



 


		2.	Based on my knowledge, the Exchange Act periodic reports,
taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;



 


		3.	Based on my knowledge, all of the distribution, servicing
and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange
Act periodic reports;



 


		4.	Based on my knowledge and the servicer compliance statements
required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers
have fulfilled their obligations under the servicing agreements in all material respects; and



 


		5.	All of the reports on assessment of compliance with servicing
criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria
for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any
material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.



 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: (A) Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wilmington Trust, National Association, as
Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and Operating Advisor; (B) Wells Fargo Bank, National
Association, as Non-Serviced Master Servicer, Wells Fargo Bank, National Association, as Non-Serviced Special Servicer, Wells Fargo
Bank, National Association, as Non-Serviced Certificate Administrator, and Wilmington Trust, National Association, as Non-Serviced
Trustee of the 9 West 57th Street Mortage Loan; (C) KeyBank National Association, as Non-Serviced Master Servicer, AEGON
USA Realty Advisors, LLC, as Non-Serviced Special Servicer, Wells Fargo


 






    Exhibit Y-1 


     


    


 


Bank,
National Association, as Non-Serviced Certificate Administrator, and Wells Fargo Bank, National Association, as Non-Serviced Trustee
of the GLP Industrial Portfolio B Mortage 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-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2016-C7, issued pursuant to the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling
and Servicing Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wilmington Trust, National Association,
as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset
Representations Reviewer and as Operating Advisor. 



 


I, [identity of certifying individual], hereby certify, with
the knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the
Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the
Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization, to be signed
by an officer of the Other Depositor, as applicable, 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


 






    Exhibit Z-1-1 


     


    

 


by
the trustee, the custodian, the master servicer, the special servicer and 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 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-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2016-C7, issued pursuant to the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing
Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, Wells
Fargo Bank, National Association, as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer
and as Operating Advisor. 



 


I, [identity of certifying individual], hereby certify, with
the knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the
Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the
Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization, to be signed
by an officer of the Other Depositor, as applicable, 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


 






    Exhibit Z-2-1 


     


    

 


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, 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-C7 Commercial Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2016-C7, issued pursuant to the Pooling and Servicing Agreement dated as of November 1, 2016
(the “Pooling and Servicing Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wilmington Trust,
National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, and Park Bridge Lender
Services LLC, as Asset Representations Reviewer and as Operating Advisor.



 


I, [identity of certifying individual], hereby certify, with
the knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the
Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the
Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization, to be signed
by an officer of the Other Depositor, as applicable, 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;


 






    Exhibit Z-3-1 


     


    

 


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 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-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2016-C7, issued pursuant to the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing
Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, Wells
Fargo Bank, National Association, as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer
and as Operating Advisor. 



 


I, [identity of certifying individual], hereby certify, with
the knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the
Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the
Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization, to be signed
by an officer of the Other Depositor, as applicable, 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-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2016-C7, issued pursuant to the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing
Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, Wells
Fargo Bank, National Association, as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer
and as Operating Advisor. 



 


I, [identity of certifying individual], hereby certify, with
the knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the
Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the
Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization, to be signed
by an officer of the Other Depositor, as applicable, 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-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2016-C7, issued pursuant to the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing
Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, Wells
Fargo Bank, National Association, as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer
and as Operating Advisor. 



 


I, [identity of certifying individual], hereby certify, with
the knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the
Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the
Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization, to be signed
by an officer of the Other Depositor, as applicable, 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-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2016-C7, issued pursuant to the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing
Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, Wells
Fargo Bank, National Association, as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer
and as Operating Advisor.



 


I, [identity of certifying individual], hereby certify, with
the knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the
Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the
Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization, to be signed
by an officer of the Other Depositor, as applicable, 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”); and


 


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


 






    Exhibit Z-7-1


     


    

 


which
such statements were made, not misleading with respect to the period covered by the Form 10-K; and


 


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.


 


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.


 


	Applicable
    Servicing Criteria 	applicable
    

    Party
	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



 





 



 


1 Only to the extent that the Trustee was required to make an Advance
pursuant to the Pooling and Servicing Agreement during the applicable calendar year.


 






    Exhibit AA-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

	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)
	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



 






    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

         

	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.


 




    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 CSAIL 2016-C7 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)

         

        ●     Asset
        Representations Reviewer (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 to itself in its capacity as a 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
	
        ●     Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●     Special
        Servicer (as to REO Properties)

         



 






    Exhibit BB-2


     


    

 

	
        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 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	
        ●     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


 






    Exhibit BB-3


     


    

 

	Disclosure”.	
        Distribution Date)

        

        ●     Master
        Servicer (with respect to the balances of each REO Account (to the extent the related information has been received from the Special
        Servicer within the time period specified in Section 11.04 of the Pooling and Servicing Agreement) and the Collection 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 	 

 






    Exhibit BB-4


     


    

 

	 	to have been executed on behalf of the Trust.
	
        Item 9: Exhibits (no. 22):

         

        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.
	
        ●     The
        applicable party that is the “Party Responsible” with respect to Item 5 as set 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 	●     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 BB-5


     


    

 

	“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 Disclosure”.	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 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 CSAIL 2016-C7 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. 



 






    Exhibit CC-1


     

    

 


	Item 15: Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW
	
        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 2016-C7 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 2016-C7 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 2016-C7 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 2016-C7 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 11.11 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 11.11 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 11.10 (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 11.11 (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).	
        Certificate Administrator 

        Depositor

         

	Item 15: Exhibit (no. 103)



Asset Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).	
        Certificate Administrator 

        Depositor

         



 






    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 CSAIL 2016-C7 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): 

        
	●     Not Applicable
	 	 
	Code of Ethics (Exhibit No. 14 of Item 601 of
Regulation S-K) 	 
	
        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-C7


 


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 November 1, 2016 (the “Pooling and Servicing Agreement”), by
and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor (the “Depositor”), Wells Fargo Bank,
National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wilmington Trust, National Association,
as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset
Representations Reviewer and 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.	Northpoint Capital, L.L.C.



 


		2.	Grandbridge Real Estate Capital, LLC



 


		3.	Holliday Fenoglio Fowler, L.P.



 







    Exhibit FF-1


     


    

 


EXHIBIT GG


 


SERVICING
FUNCTION PARTICIPANTS


 



[None.]



 




    Exhibit GG-1


     


    

 


EXHIBIT HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



CSAIL 2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C7 (the “Trust”)


 


I, [identifying the certifying individual],
on behalf of [Wells Fargo Bank, National Association, as Master Servicer] [Rialto Capital Advisors, LLC, as Special Servicer] [Wells
Fargo Bank, National Association, as Certificate Administrator] [Wilmington Trust, 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:


 


		1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
during [the preceding calendar year] [between [__] and [__]] (the “Reporting Period”) and the Certifying Servicer’s
performance under the Pooling and Servicing Agreement; and



 


		2.	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 during the Reporting Period. [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:	 	 



 


[Wells Fargo Bank, National Association, as Master Servicer]

[Rialto Capital Advisors, LLC, as special servicer]

[Wells Fargo Bank, National Association, as certificate administrator]

[Wilmington Trust, 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] 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: President





 


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@wellsfargo.com and trustadministrationgroup@wellsfargo.com



 


Ref:
CSAIL 2016-C7, Additional Debt Notice for Form 10-D


 


The
following information is being furnished to you for inclusion on Form 10-D pursuant to Sections 3.18(g) and 11.04(a) 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-C7



 


		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 November 1, 2016 (the “Pooling and
Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wilmington Trust,
National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, and Park Bridge Lender
Services LLC, as Asset Representations Reviewer and 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 Collection Account and REO Account balance information:


 





	Account Name	
        Beginning Balance as of 

MM/DD/YYYY
	
        Ending Balance as of 

MM/DD/YYYY

	Collection 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-C7


 


Wells
Fargo Bank, National Association


       as
Master Servicer 


Commercial
Mortgage Servicing 


Three
Wells Fargo 


401
S. Tryon Street, 8th Floor 


Charlotte,
North Carolina 28202 


Attention:
CSAIL 2016-C7 Asset Manager


 


Park
Bridge Lender Services LLC 


       as
Operating Advisor 


600
Third Avenue, 40th Floor 


New
York, New York 10016


Attention:
CSAIL 2016-C7 0 Surveillance Manager 


		Email:cmbs.notices@parkbridgefinancial.com	







Rialto
Capital Advisors LLC 


       as
Special Servicer 


790
NW 107th Avenue, 4th Floor 


Attention:
Liat Heller 


Telecopy
number: (305) 229-6425


Email:
liat.heller@rialtocapital.com


 


with
a copy to:


 



Attention:Jeff
Krasnoff, CSAIL 2016-C7

Telecopy number: (305) 229-6425

Email: jeff.krasnoff@rialtocapital.com


 


with
a copy to:


 


Attention:
Niral Shah

Telecopy number: (305) 229-6425

Email: niral.shah@rialtocapital.com


 


with
a copy to: 


Attention:
Adam Singer 


Telecopy
number: (305) 229-6425 


Email:
adam.singer@rialtocapital.com







 


CSAIL
2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C7 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of November
1, 2016, by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, Wells
Fargo Bank, National Association, as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations
Reviewer and as Operating Advisor


 






    Exhibit NN-1 


     

    

 


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 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 Termination Event has been terminated and is no longer in effect due to a transfer
of a majority interest of the Controlling Class 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:	[                       ]
    Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series [                       ]


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of November 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.	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 failed Test][evidence of [●] failed Tests as specifically detailed on the scorecard attached hereto
    as Exhibit A] with respect to the Delinquent Loans.


 


	 	2.	A
    conclusion by the Asset Representations Reviewer of a passed Test or a failed Test 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.






 





	 	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC,
    as Asset Representations Reviewer
	 	 	 	 
	 	By:	Park Bridge Advisors LLC, a New
    York limited liability company, its sole member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited
    liability company, its sole member



 






    Exhibit OO-1 


     

    

 





	 	 	 	 	 	 
	 	 	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
A


 


Detailed
Scorecard

[Template Example Below]


 


	Test
                                         failures

         

	Loan
    #	Loan
    Name	Mortgage
    Loan Seller	R&W
    

    #	R&W
    Name	Test
    Description	Findings
	[Insert
    Loan Number]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	21	Compliance
    with Usury Laws	[Insert
    Test Description]	[Insert
    Test findings]
	31	Single-Purpose
    Entity	 	 



 






    Exhibit OO-2 


     

    

 


EXHIBIT
PP


 


FORM
OF ASSET REVIEW REPORT SUMMARY 

BY THE ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients]


 


	 	Re:	[                    ]
    Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series [                    ]


 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of November 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.	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 failed Test][evidence of [●] failed Tests as identified on the summary scorecard attached hereto
    as Exhibit A] with respect to the Delinquent Loans.


 


	 	2.	A
    conclusion by the Asset Representations Reviewer of a passed Test or a failed Test 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.


 





	 	 	 	 
	 	PARK
BRIDGE LENDER SERVICES LLC, as Asset Representations Reviewer
	 	 	 	 
	 	By:	Park
                                         Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	By:	Park
                                         Bridge Financial LLC, a New York limited liability company, its sole member


 






    Exhibit PP-1 


     

    

 





	 	 	 	 	 	 	 	 
	 	 	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
A


 


Summary
Scorecard

[Template Example Below]


 


	Test
                                         failures

         

	Loan
    #	Loan
    Name	Mortgage
    Loan Seller	Representations

    and Warranty #	Representation
    and Warranty Name
	[Insert
    Loan #]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	21	Compliance
    with Usury Laws
	31	Single-Purpose
    Entity



 






    Exhibit PP-2 


     

    

 


EXHIBIT
QQ


 


ASSET REVIEW PROCEDURES


 


Subject
to the Pooling and Servicing Agreement, this Exhibit sets forth Asset Representations Reviewer’s review procedures for each
Delinquent Loan based on the information provided for an Asset Review. Capitalized terms used herein and not defined herein shall
have the meanings ascribed to them in the Pooling and Servicing Agreement. In the event of any conflict between this Exhibit [
] and the terms of the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall control and govern the Asset
Representation Reviewer’s responsibilities and duties with respect to Asset Reviews.


 


Call
for Review and Collection and Inventory of Review Materials


 


Step
1 Asset Representations Reviewer (“ARR”) receives the following items before beginning its review
from the parties specified in Section [ ] of the Pooling and Servicing Agreement:


 


		■	Notice
                                         of Asset Review Trigger (with attachments)



 


		■	Asset
                                         Review Vote Election



 


		■	Notice
                                         of Affirmative Asset Review Vote



 


		■	List
                                         of all Delinquent Loans subject to the Asset Review



 


		■	Review
                                         Materials for each Delinquent Loan via Secure Data Room access, including the Diligence
                                         File



 


		■	Any
                                         Unsolicited Information (if applicable)



 


Step
2 For each Delinquent Loan, ARR inventories all Review Materials to which ARR is provided access in the Secure
Data Room to determine what, if any, Review Materials for such Delinquent Loan are missing, using the list of documents in Section
[ ] through Section [ ] of this Agreement, any comparable lists included in the related Mortgage Loan Purchase Agreement,
and any closing checklist from the origination of such Delinquent Loan, to guide its review and determination


 


Step
3 If ARR determines that the information made available to it in the Secure Data Room with respect to any Delinquent
Loan is missing any documents required to complete an Asset Review of such Delinquent Loan, ARR shall prepare a list of such missing
documents and notify [Master Servicer] [(with respect to Non-Specially Serviced Loans)] and [Special Servicer] [(with respect
to Specially Serviced Loans) or applicable Mortgage Loan Seller] of such missing documents. If the [Master] Servicer or Special
Servicer, as applicable, does not provide such document as provided in the Pooling and Servicing Agreement, the ARR shall notify
the related Mortgage Loan Seller of such missing information


 






    Exhibit QQ-1 


     

    

 


Analysis
and Testing of Representations and Warranties


 


Step
4 For each Delinquent Loan for which ARR has received all Review Materials required to complete an Asset Review
of such Delinquent Loan, ARR tests such Delinquent Loan for compliance with each representation and warranty made by the related
Mortgage Loan Seller with respect to such Delinquent Loan as follows:


 


		■	ARR
                                         reviews each representation and warranty and each item included in the Review Materials
                                         applicable or related to such representation or warranty to determine whether there is
                                         any evidence that such representation or warranty was not true when made by the related
                                         Mortgage Loan Seller



 


		■	For
                                         each representation and warranty, ARR lists



 


		●	all
                                         items from the Review Materials reviewed or used in its testing of such representation
                                         and warranty



 


		●	whether
                                         ARR has determined that there is any evidence that such representation or warranty was
                                         not true when made by the related Mortgage Loan Seller, and



 


		○	if
                                         so, stating the aspect of the applicable representation or warranty that does not appear
                                         to have been true when made by the related Mortgage Loan Seller and ARR’s basis
                                         for its conclusion



 


		○	completing
                                         the Asset Review Report by setting forth, for each Delinquent Loan, the information contemplated
                                         herein with respect to each representation and warranty



 


ARR
will not attempt (and has no obligation) to determine the materiality of any potential breach of a representation or warranty
that it discovers evidence of during its review as contemplated herein.


 


ARR
may contact the Special Servicer and the [Master] Servicer to discuss the performance and servicing history and related record
for all Delinquent Loans, including any analysis the Special Servicer may have conducted with respect to the representations and
warranties made by the applicable Mortgage Loan Seller with respect to a Delinquent Loan


 






    Exhibit QQ-2 


     

    

 


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 2016-C7


Email: trustadministrationgroup@wellsfargo.com]


 


		Attention:	CSAIL 2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2016-C7



  


In accordance with the requirements
for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2016 (the
“Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wilmington Trust,
National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, and Park Bridge Lender
Services 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
the Asset Representations Reviewer] [authorized at the direction of the Depositor].







 


		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 LOAN][CESSATION
OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	
        [Wells Fargo Bank, National Association,


        Commercial Mortgage Servicing


        Three Wells Fargo


        401 S. Tryon Street, 8th Floor


        Charlotte, North Carolina 28202


        Attention: CSAIL 2016-C7 Asset Manager

        Email: commercial.servicing@wellsfargo.com]

        	


        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: CSAIL 2016-C7-Surveillance Manager

        Email: cmbs.notices@parkbridgefinancial.com

        
	 	 
	


        [Rialto Capital Advisors LLC


        790 NW 107th Avenue, 4th
        Floor


        Attention: Liat Heller

        Telecopy number: (305)
229-6425

        Email: liat.heller@rialtocapital.com

         

        with a copy to:

        

        Attention:Jeff Krasnoff, CSAIL 2016-C7

        Telecopy number: (305) 229-6425

        Email: jeff.krasnoff@rialtocapital.com

         

        with a copy to:

         

        Attention: Niral Shah

        Telecopy number: (305) 229-6425

        Email: niral.shah@rialtocapital.com

         

        with a copy to:

        Attention: Adam Singer

        Telecopy number: (305)
229-6425

        Email: adam.singer@rialtocapital.com]

        	 
	 	 


		Attention:	CSAIL 2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2016-C7



 


In accordance with Section
12.01(a) of the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, [Wells Fargo Bank, National Association], as Master
Servicer, [Rialto Capital Advisors, LLC], as Special Servicer, [Wilmington Trust, National Association], as Trustee, Wells Fargo
Bank, National Association, as Certificate


 



     Exhibit SS-1


     


    

 


Administrator, and [Park Bridge Lender Services 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.


	 	 	 
	 	Wells Fargo Bank, National Association,
as Certificate Administrator for the Holders of the CSAIL 2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2016-C7
	 	 	 
		By:	 
	 	 	[Name]

[Title]





 






     Exhibit SS-2


     


    

 





SCHEDULE
1


 


Mortgage
Loans with Additional Debt


 


		1.	Coconut Point



		2.	Gurnee Mills



		3.	9 West 57th Street





		4.	Peachtree Mall





		5.	GLP Industrial Portfolio B





		6.	Staybridge Suites – Indianapolis, IN



 






    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


 


	Loan

 No.	Loan Name	Reserve Type	Initial Reserve 

Balance
	17	Holiday
    Inn & Suited Plantation	Upfront
    PIP Reserve	$2,000,000
	29	Staybridge
    Suites Indianapolis	Upfront
    PIP Reserve	$1,425,000
	30	Campbell Grove	Upfront
     Replacement Reserve	$1,871,363
	32	350-360 Fairfield	Upfront
    Other Reserve	$760,662
	37	Holiday
    Inn & Suited Warrenton	Upfront
    PIP Reserve	$1,413,263
	43	Eden Garden Apartments	Earnout Reserve 	$500,000
	47	Candlewood
    Suites - Fort Myers	Upfront PIP Reserve	$386,000
	50	Country Inn & Suites Conyers	Upfront PIP Reserve 	$650,000


 



    Schedule 3-1


     


    







 


SCHEDULE
4


 


MORTGAGE
LOANS SUBJECT TO LOAN SELLER DEFEASANCE RIGHTS AND OBLIGATIONS


 


	Loan No.	Loan name
	1	Coconut Point
	2	Gurnee Mills
	4	Tampa Mariott Westshore
	5	Cypress Park West
	6	CVS Office Centre Building
	8	Eastern Shore Plaza
	9	Robert Pitt Professional Plaza
	10	Preserve at Autumn Ridge
	11	BJ’s Wholesale Club - Miami
	12	Holcomb Woods
	13	University Heights II
	14	Beltway Marketplace
	15	Embarcadero Club Apartments
	17	Holiday Inn & Suites Plantation
	18	Wrigley Plaza
	19	Huntington Ridge Apartments
	20	Sweet Candy Building
	21	Pinehurst Centre
	22	Cherry Creek Apartments
	23	Maxwell Office Portfolio
	24	Peacock Run Apartments
	25	Allendale Business Center
	26	10 West Plaza
	27	Sunchase Park and Ramblewood Apartments
	28	Douglasville Marketplace
	29	Staybridge Suites - Indianapolis, IN
	30	Cedar Forest
	31	Hotel Indigo - Columbus IN
	32	350-360 Fairfield Avenue
	33	The Registry Apartments
	34	Trinity Nueces MHC
	36	Georgia Anchored Retail Portfolio
	37	Holiday Inn Express & Suites Warrenton
	38	Kaufman - Ft. Collins Office Building
	39	Hinesville Square
	40	Royale Apartments
	41	Weatherbee Townhomes



 






    Schedule 3-2


     


    

 


	42	Siena Courtyard Apartments
	43	Eden Garden Apartments
	44	Highland Knolls Apartments
	45	Cherry Tree Crossing II & III
	46	Marmic Apartments
	47	Candlewood Suites - Fort Myers FL
	49	Buford Heights Apartments
	51	Silsbee & Lumberton Retail
	52	Lubbock MHC Portfolio
	54	Gross - Cactus Ranch MHP


 






    Schedule 3-3