Exhibit 4.4


 





EXECUTION VERSION


 


CREDIT SUISSE COMMERCIAL MORTGAGE SECURITIES
CORP.,

as Depositor


 


Midland
Loan Services, a Division of PNC Bank, National Association,

as Master Servicer


 


LNR
PARTNERS, LLC,

as Special Servicer


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator and as Trustee


 


and


 


PARK BRIDGE LENDER SERVICES LLC,

as Operating Advisor and as Asset Representations Reviewer


 


POOLING AND SERVICING AGREEMENT


 


Dated as of


 


April 1, 2018


 


CSAIL 2018-CX11 Commercial Mortgage Trust,

Commercial Mortgage Pass-Through Certificates


 


Series 2018-CX11


 



     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Article I
	 	 	 
	DEFINITIONS
	 	 	 
	Section 1.01	Defined Terms	7
	Section 1.02	Certain Calculations	125
	Section 1.03	Certain Constructions	126
	 	 	 
	Article II
	 	 	 
	CONVEYANCE OF MORTGAGE LOANS; 

ORIGINAL ISSUANCE OF CERTIFICATES
	 	 	 
	Section 2.01	Conveyance of Mortgage Loans	127
	Section 2.02	Acceptance by Trustee	134
	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	139
	Section 2.04	Execution of Certificates; Issuance of Lower-Tier Regular Interests	154
	Section 2.05	Creation of the Grantor Trust	155
	 	 	 
	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	155
	Section 3.02	Collection of Mortgage Loan Payments	162
	Section 3.03	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	167
	Section 3.04	The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Gain-on-Sale Reserve Account	172
	Section 3.05	Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	179
	Section 3.06	Investment of Funds in the Collection Account and the REO Account	190
	Section 3.07	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	192



 



    -i-


     


    

 


	Section 3.08	Enforcement of Due-on-Sale Clauses; Assumption Agreements	197
	Section 3.09	Realization Upon Defaulted Loans and Companion Loans	202
	Section 3.10	Trustee and Custodian to Cooperate; Release of Mortgage Files	206
	Section 3.11	Servicing Compensation	207
	Section 3.12	Inspections; Collection of Financial Statements	214
	Section 3.13	Access to Certain Information	220
	Section 3.14	Title to REO Property; REO Account	234
	Section 3.15	Management of REO Property	235
	Section 3.16	Sale of Defaulted Loans and REO Properties	238
	Section 3.17	Additional Obligations of Master Servicer and Special Servicer	244
	Section 3.18	Modifications, Waivers, Amendments and Consents	247
	Section 3.19	Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	255
	Section 3.20	Sub-Servicing Agreements	263
	Section 3.21	Interest Reserve Account	266
	Section 3.22	Directing Holder and Operating Advisor Contact with the Master Servicer and the Special Servicer	267
	Section 3.23	Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Holder	267
	Section 3.24	Intercreditor Agreements	270
	Section 3.25	Rating Agency Confirmation	273
	Section 3.26	The Operating Advisor	275
	Section 3.27	Companion Paying Agent	284
	Section 3.28	Companion Register	284
	Section 3.29	Certain Matters Relating to the Non-Serviced Mortgage Loans	285
	Section 3.30	Delivery of Excluded Information to the Certificate Administrator	286
	Section 3.31	Horizontal Credit Risk Retention	287
	Section 3.32	Resignation Upon Prohibited Risk Retention Affiliation	287
	Section 3.33	Litigation Control	288
	 	 	 
	Article IV
	 
	distributions TO CERTIFICATEHOLDERS
	 	 	 
	Section 4.01	Distributions	292
	Section 4.02	Distribution Date Statement; CREFC® Investor Reporting Packages; Grant of Power of Attorney	302
	Section 4.03	P&I Advances	308
	Section 4.04	Allocation of Realized Losses	311
	Section 4.05	Appraisal Reduction Amounts; Collateral Deficiency Amounts	312
	Section 4.06	Grantor Trust Reporting	317
	Section 4.07	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	318
	Section 4.08	Secure Data Room	321



 



    -ii-


     


    

 


	Article V
	 	 	 
	THE CERTIFICATES
	 	 	 
	Section 5.01	The Certificates	323
	Section 5.02	Form and Registration	325
	Section 5.03	Registration of Transfer and Exchange of Certificates	327
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	338
	Section 5.05	Persons Deemed Owners	338
	Section 5.06	Access to List of Certificateholders’ Names and Addresses; Special Notices	338
	Section 5.07	Maintenance of Office or Agency	339
	Section 5.08	Appointment of Certificate Administrator	339
	Section 5.09	[Reserved]	340
	Section 5.10	Voting Procedures	340
	 	 	 
	Article VI
	 	 	 
	THE DEPOSITOR, THE MASTER SERVICER, THE Special Servicer, the Operating Advisor, the asset representations reviewer and the Directing Holder
	 	 	 
	Section 6.01	Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer	342
	Section 6.02	Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	348
	Section 6.03	Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer	348
	Section 6.04	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	349
	Section 6.05	Depositor, Master Servicer and Special Servicer Not to Resign	355
	Section 6.06	Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	355
	Section 6.07	The Master Servicer and the Special Servicer as Certificate Owner	356
	Section 6.08	The Directing Holder	356
	Section 6.09	Knowledge of Wells Fargo Bank, National Association	362
	 	 	 
	Article VII
	 
	SERVICER TERMINATION EVENTS
	 	 	 
	Section 7.01	Servicer Termination Events; Master Servicer and Special Servicer Termination	362



 



    -iii-


     


    

 


	Section 7.02	Trustee to Act; Appointment of Successor	370
	Section 7.03	Notification to Certificateholders	372
	Section 7.04	Waiver of Servicer Termination Events	373
	Section 7.05	Trustee as Maker of Advances	373
	 	 	 
	Article VIII
	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 	 	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	374
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	375
	Section 8.03	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	377
	Section 8.04	Trustee or Certificate Administrator May Own Certificates	378
	Section 8.05	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	378
	Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	379
	Section 8.07	Resignation and Removal of the Trustee and Certificate Administrator	380
	Section 8.08	Successor Trustee or Certificate Administrator	383
	Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	384
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	384
	Section 8.11	Appointment of Custodians	385
	Section 8.12	Representations and Warranties of the Trustee	385
	Section 8.13	Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	386
	Section 8.14	Representations and Warranties of the Certificate Administrator	387
	Section 8.15	Compliance with the PATRIOT Act	388
	 	 	 
	Article IX
	 
	TERMINATION
	 	 	 
	Section 9.01	Termination upon Repurchase or Liquidation of All Mortgage Loans	388
	Section 9.02	Additional Termination Requirements	392
	 	 	 
	Article X
	 
	ADDITIONAL REMIC PROVISIONS
	 	 	 
	Section 10.01	REMIC Administration	393
	Section 10.02	Use of Agents	396
	Section 10.03	Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	397
	Section 10.04	Appointment of REMIC Administrators	397



 



    -iv-


     


    

 


	Article XI
	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 	 
	Section 11.01	Intent of the Parties; Reasonableness	398
	Section 11.02	Succession; Subcontractors	399
	Section 11.03	Filing Obligations	401
	Section 11.04	Form 10-D and Form ABS-EE Filings	402
	Section 11.05	Form 10-K Filings	406
	Section 11.06	Sarbanes-Oxley Certification	409
	Section 11.07	Form 8-K Filings	410
	Section 11.08	Form 15 Filing	412
	Section 11.09	Annual Compliance Statements	412
	Section 11.10	Annual Reports on Assessment of Compliance with Servicing Criteria	414
	Section 11.11	Annual Independent Public Accountants’ Attestation Report	416
	Section 11.12	[Reserved]	418
	Section 11.13	Indemnification	418
	Section 11.14	Amendments	420
	Section 11.15	Regulation AB Notices	421
	Section 11.16	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	421
	Section 11.17	Impact of Cure Period	426
	 	 	 
	Article XII
	 
	the asset representations reviewer
	 	 	 
	Section 12.01	Asset Review	426
	Section 12.02	Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	432
	Section 12.03	Resignation of the Asset Representations Reviewer	433
	Section 12.04	Restrictions of the Asset Representations Reviewer	434
	Section 12.05	Termination of the Asset Representations Reviewer	434
	 	 	 
	Article XIII
	 
	MISCELLANEOUS PROVISIONS
	 	 	 
	Section 13.01	Amendment	437
	Section 13.02	Recordation of Agreement; Counterparts	442
	Section 13.03	Limitation on Rights of Certificateholders	442
	Section 13.04	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	443
	Section 13.05	Notices	444
	Section 13.06	Severability of Provisions	449
	Section 13.07	Grant of a Security Interest	449
	Section 13.08	Successors and Assigns; Third Party Beneficiaries	450



 



    -v-


     


    

 


	Section 13.09	Article and Section Headings	450
	Section 13.10	Notices to the Rating Agencies	450
	Section 13.11	PNC Bank, National Association	452




 



    -vi-


     


    

 


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-D Certificate
	Exhibit A-10	Form of Class A-S Certificate
	Exhibit A-11	Form of Class B Certificate
	Exhibit A-12	Form of Class C Certificate
	Exhibit A-13	Form of Class D Certificate
	Exhibit A-14	Form of Class E-RR Certificate
	Exhibit A-15	Form of Class F-RR Certificate
	Exhibit A-16	Form of Class G-RR Certificate
	Exhibit A-17	Form of Class NR-RR Certificate
	Exhibit A-18	Form of Class R Certificate
	Exhibit A-19	Form of Class Z Certificate
	Exhibit B	Mortgage Loan Schedule
	Exhibit C	Form of Investment Representation Letter
	Exhibit D-1	Form of Transferee Affidavit for Transfers of the Class R Certificates
	Exhibit D-2	Form of Transferor Letter for Transfers of the Class R Certificates
	Exhibit D-3	[Reserved]
	Exhibit D-4	[Reserved]
	Exhibit D-5	Form of Transferee Certificate for Transfers of the HRR Certificates
	Exhibit D-6	Form of Transferor Certificate for Transfers of the HRR Certificates
	Exhibit D-7	Form of Request of Retaining Sponsor Consent for Release of the HRR Certificates
	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 and Class Z 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



 



    -vii-


     


    

 


	Exhibit M	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate
	Exhibit N	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate
	Exhibit O	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate
	Exhibit P-1A	Form of Investor Certification for Non-Borrower Party (for Persons Other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1B	Form of Investor Certification for Non-Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1C	Form of Investor Certification for Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1D	Form of Investor Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1E	Form of Notice of Excluded Controlling Class Holder
	Exhibit P-1F	Form of Notice of Excluded Controlling Class Holder to Certificate Administrator
	Exhibit P-1G	Form of Certification of the Directing Certificateholder
	Exhibit P-1H	[Reserved]
	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



 



    -viii-


     


    

 


	Exhibit DD	Form 8-K Disclosure Information
	Exhibit EE	Additional Disclosure Notification
	Exhibit FF	Initial Sub-Servicers
	Exhibit GG	Servicing Function Participants
	Exhibit HH	Form of Annual Compliance Statement
	Exhibit II	Form of Report on Assessment of Compliance with Servicing Criteria
	Exhibit JJ	CREFC® Payment Information
	Exhibit KK	Form of Notice of Additional Indebtedness Notification
	Exhibit LL	[Reserved]
	Exhibit MM	Additional Disclosure Notification (Accounts)
	Exhibit NN	Form of Notice of Purchase of Controlling Class Certificate
	Exhibit OO	Form of Asset Review Report
	Exhibit PP	Form of Asset Review Report Summary
	Exhibit QQ	Form of Asset Review Procedures
	Exhibit RR	Form of Certification to Certificate Administrator Requesting Access to Secure Data Room
	Exhibit SS	Form of Notice of [Additional Delinquent Loan][Cessation of Delinquent Loan][Cessation of Asset Review Trigger]
	Exhibit TT	[Reserved]
	Exhibit UU	Form of Certificate Administrator Receipt of the HRR Certificates
	Exhibit VV	Form of Payment Instructions for the HRR Certificates


 



    -ix-


     


    

 


SCHEDULES


 


	Schedule 1	Mortgage Loans With Additional Debt
	Schedule 2	Class A-SB Planned Principal Balance Schedule
	Schedule 3	Mortgage Loans Subject to Loan Seller Defeasance Rights and Obligations
	Schedule 4	Mortgage Loans With “Performance”, “Earn-Out” or “Holdback” Escrows or Reserves exceeding 10% of the Initial Principal Balance




 



    -x-


     


    





 


This
Pooling and Servicing Agreement is dated and effective as of April 1, 2018, among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer.


 


PRELIMINARY
STATEMENT:


 


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


 


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


 


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


 


LOWER-TIER
REMIC


 


The
Lower-Tier REMIC will hold the Mortgage Loans (exclusive of Excess Interest) and will issue the Class LA-1, Class LA-2, Class
LA-3, Class LA-4, Class LA-5, Class LA-SB, Class LA-S, Class LB, Class LC, Class LD, Class LE-RR, Class LF-RR, Class LG-RR and
Class LNR-RR 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 for purposes of the REMIC Provisions and is
represented by the Class R Certificates.


 






     -1-


     


    

 


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


 


	Class
Designation 
	 	Interest
Rate

or Pass-

Through Rate 
	 	Original
Lower-Tier

Principal Amount 

	Class
    LA-1	 	(1)	 	$   30,370,000
	Class
    LA-2	 	(1)	 	$   50,930,000
	Class
    LA-3	 	(1)	 	$   61,244,000
	Class
    LA-4	 	(1)	 	$ 158,100,000
	Class
    LA-5	 	(1)	 	$ 329,412,000
	Class
    LA-SB	 	(1)	 	$   36,952,000
	Class
    LA-S	 	(1)	 	$   78,611,000
	Class
    LB	 	(1)	 	$   39,306,000
	Class
    LC	 	(1)	 	$   41,688,000
	Class
    LD	 	(1)	 	$   30,968,000
	Class
    LE-RR	 	(1)	 	$   19,058,000
	Class
    LF-RR	 	(1)	 	$   23,822,000
	Class
    LG-RR	 	(1)	 	$     9,528,000
	Class
    LNR-RR	 	(1)	 	$   42,879,784
	Class
    LR	 	None(2)	 	None


 





 






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



 


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



 


UPPER-TIER
REMIC


 


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


 


THE
GRANTOR TRUST


 


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


 






     -2-


     


    

 


	Class
Designation
	 	Corresponding
Grantor Trust Assets

	Class
    Z	 	Class
    Z Specific Grantor Trust Assets


 


THE
CERTIFICATES


 


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


 


	Corresponding

Certificates 
	 	Initial
Pass-

Through Rate 
	 	Original

Certificate

Balance or

Notional Amount 

	Class
    A-1 Certificates	 	2.8883%	 	 $  30,370,000
	Class
    A-2 Certificates	 	3.8184%	 	 $  50,930,000
	Class
    A-3 Certificates	 	4.0945%	 	 $   61,244,000
	Class
    A-4 Certificates	 	3.7659%	 	 $ 158,100,000
	Class
    A-5 Certificates	 	4.0331%	 	 $ 329,412,000
	Class
    A-SB Certificates	 	4.0339%	 	 $   36,952,000
	Class
    X-A Certificates	 	0.8506%	 	 $ 745,619,000
	Class
    X-B Certificates	 	0.1657%	 	 $   80,994,000
	Class
    A-S Certificates	 	4.2511%	 	 $   78,611,000
	Class
    B Certificates	 	4.4523%	 	 $   39,306,000
	Class
    C Certificates	 	4.7938%	 	 $   41,688,000
	Class
    X-D Certificates	 	2.0438%	 	 $   30,968,000
	Class
    D Certificates	 	2.7500%	 	 $   30,968,000
	Class
    E-RR Certificates	 	4.7938%	 	 $   19,058,000
	Class
    F-RR Certificates	 	4.7938%	 	 $   23,822,000
	Class
    G-RR Certificates	 	4.7938%	 	 $     9,528,000
	Class
    NR-RR Certificates	 	4.7938%	 	 $   42,879,784
	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-D Certificates will
                                         be calculated in accordance with the definition of “Class X-D Pass-Through Rate”.



 


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



 


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



 


Pursuant
to the Certificate Purchase Agreement, Argentic Securities Holdings Cayman Limited or an Affiliate (“Argentic”)
is purchasing from the Initial Purchasers all of the


 






     -3-


     


    

 


Class
E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates. The Certificates that Argentic is purchasing pursuant to the Certificate
Purchase Agreement are referred to in this Agreement collectively as the “HRR 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 $952,868,784.


 






     -4-


     


    

 


WHOLE
LOANS


 


	Whole
                                         Loan 
	Type 
	Non-Serviced
                                         PSA 
	Note
                                         Name 
	Control
                                         Note/Non-Control Note
	Note
                                         Cut-off Date Balance 
	Note
                                         Holder(1) 

	Hilton
    Clearwater Beach Resort & Spa	Serviced	N/A	Note
                                         A-1 

        Note
        A-2 

        Note
        A-3 
	Control
                                         Note 

        Non-Control
        Note 

        Non-Control
        Note 
	$59,938,173 

        $36,462,389

         $36,462,389 
	CSAIL
2018-CX11 

        Column
Financial, Inc. 

        Column
Financial, Inc. 

	GNL
    Portfolio	Non-Serviced	CSAIL
    2017-CX10	Note
A-1-A 

        Note
A-2-A 

        Note
A-1-B 

        Note
A-2-B 
	Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 
	$73,000,000 

        $63,500,000 

        $25,250,000 

        $25,250,000 
	CSAIL
2017-CX10 

        CSAIL
2018-CX11 

        CCUBS
2017-C1 

        CCUBS
2017-C1 

	One
    State Street	Non-Serviced	NCMS
    2018-OSS	Note
A-A-1-A 

        Note
A A-1-B 

        Note
A-A-2 

        Note
A-A-3 

        Note
A-A-4 

        Note
A-A-5 

        Note
A-A-6 

        Note
A-A-7 

        Note
A-A-8 

        Note
A-A-9 

        Note
A-A-10 

        Note
A-B 

        Note
B-1-A(2) 

        Note
B-1-B(2) 

        Note
B-2(2) 
	Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Control
Note 
	$10,000,000 

        $30,000,000 

        $9,780,000 

        $5,000,000 

        $5,000,000 

        $25,000,000 

        $25,000,000 

        $3,000,000 

        $3,000,000 

        $3,000,000 

        $3,220,000 

        $84,496,000 

        $45,504,000 

        $83,000,000 

        $25,000,000 
	NCMS
2018-OSS 

        CSAIL
2018-CX11 

        CSAIL
2018-CX11 

        CSAIL
2018-CX11 

        CSAIL
2018-CX11 

        UBS
2017-C7 

        UBS
2017-C7 

        UBS
2017-C7 

        UBS
2017-C7 

        UBS
2017-C7 

        UBS
2017-C7 

        NCMS
2018-OSS 

        Hana
Private Real Estate Investment Trust No. 67 

        Hana
Private Real Estate Investment Trust No. 67-1 

        Paramount
Group Fund VIII One State Street L.P. 

	The
    SoCal Portfolio	Non-Serviced	CGCMT 

        2018-B2

         
	Note
A-1-1 

        Note
A-1-2 

        Note
A-1-3 

        Note
A-1-4 

        Note
A-2-1 

        Note
A-2-2
	Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 
	$50,000,000 

        $35,000,000 

        $15,000,000 

        $37,580,000 

        $45,000,000 

        $46,720,000 
	CGCMT
2018-B2 

        Benchmark
2018-B3 

        Benchmark
2018-B3 

        UBS
2018-C9 

        WFCM
2018-C43 

        CSAIL
2018-CX11

	Throggs
    Neck Shopping Center	Serviced	N/A	Note
A-1 

        Note
A-2
	Control
Note 

        Non-Control
Note
	$45,000,000 

        $23,500,000
	CSAIL
2018-CX11 

        Natixis
Real Estate Capital LLC 

	Melbourne
    Hotel Portfolio	Servicing
    Shift	N/A	Note
A-1 

        Note
A-2 

        Note
A-3
	Control
Note 

        Non-Control
Note 

        Non-Control
Note 
	$23,000,000 

        $17,000,000 

        $17,000,000 
	Natixis
Real Estate Capital LLC 

        CSAIL
2018-CX11 

        CSAIL
2018-CX11 

	Lehigh
    Valley Mall	Non-Serviced	Benchmark
    2018-B1	Note
A-1-A 

        Note
A-1-B 

        Note
A-1-C 

        Note
A-2-A 

        Note
A-2-B 

        Note
A-2-C
	Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 
	$41,703,176 

        $49,646,638 

        $24,823,319 

        $35,249,113 

        $27,305,651 

        $19,858,655 
	Benchmark
2018-B1 

        CSAIL
2017-CX10 

        Deutsche
Bank AG, New York Branch 

        Benchmark
2018-B2 

        CSAIL
2018-CX11 

        Deutsche
Bank AG, New York Branch 

	Yorkshire
    & Lexington Towers	Non-Serviced	CSAIL
    2017-CX10	Note
A-1 

        Note
A-2 

        Note
A-3 

        Note
A-4 

        Note
A-5 

        Note
A-6 

        Note
A-7 

        Note
A-8-1 

        Note
A-8-2 

        Note
B(2) 
	Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Control
Note 
	$40,000,000 

        $20,000,000 

        $20,000,000 

        $40,000,000 

        $40,000,000 

        $20,000,000 

        $10,000,000 

        $5,000,000 

        $5,000,000 

        $200,000,000
	CSAIL
2017-CX10 

        CSAIL
2017-CX10 

        CSAIL
2018-CX11 

        UBS
2017-C5 

        UBS
2017-C6 

        CCUBS
2017-C1 

        UBS
2018-C8 

        CCUBS
2017-C1 

        UBS
2018-C8 

        CSAIL
2017-CX10 




 






     -5-


     


    

 


	Whole
                                         Loan 
	Type 
	Non-Serviced
                                         PSA 
	Note
                                         Name 
	Control
                                         Note/Non-Control Note
	Note
                                         Cut-off Date Balance 
	Note
                                         Holder(1) 

	Soho
    House Chicago	Serviced	N/A	Note
A-1 

        Note
A-2 
	Control
Note 

        Non-Control
Note
	$40,000,000 

        $22,650,000
	CSAIL
2018-CX11 

        Natixis
Real Estate Capital LLC

	Moffett
    Towers II – Building 2	Non-Serviced	WFCM
    2018-C43	Note
A-1 

        Note
A-2 

        Note
A-3 

        Note
A-4
	Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 
	$54,000,000 

        $29,750,000 

        $40,000,000 

        $41,250,000
	WFCM
2018-C43 

        CSAIL
2018-CX11 

        WFCM
2017-C42 

        BANK
2018-BNK10 

	600
    Vine	Non-Serviced	CSAIL
    2017-CX10	Note
A-1 

        Note
A-2
	Control
Note 

        Non-Control
Note
	$35,994,702 

        $16,797,528
	CSAIL
2017-CX10 

        CSAIL
2018-CX11

	111
    West Jackson	Serviced	N/A	Note
A-1 

        Note
A-2 

        Note
B-1 

        Note
B-2(2)
	Non-Control
Note 

        Non-Control
Note

        Non-Control
Note 

        Control
Note 
	$11,000,000 

        $30,000,000 

        $34,000,000 

        $30,000,000
	CSAIL
2018-CX11 

        UBS
2017-C6 

        John
Hancock Life Insurance Company (U.S.A.)

        John
Hancock Life Insurance Company (U.S.A.)

	Garden
    Multifamily Portfolio	Non-Serviced	CSAIL
    2017-CX10	Note
A-1 

        Note
A-2 

        Note
A-3 

        Note
A-4 

        Note
A-5 

        Note
A-6
	Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note 

        Non-Control
Note
	$15,813,550 

        $17,790,244 

        $5,930,081 

        $6,671,341 

        $6,671,341 

        $3,953,387
	CSAIL
2017-CX10 

        CSAIL
2017-C8 

        CSAIL
2018-CX11 

        CSAIL
2017-CX10 

        CSAIL
2017-CX10 

        CSAIL
2018-CX11



 





 






		(1)	Or
                                         an equivalent entity. Notes for which “CSAIL 2018-CX11” is indicated as the
                                         Note Holder constitute the corresponding Mortgage Loan. All other notes are “Companion
                                         Loans”.



 


		(2)	Such
                                         note is an “AB Subordinate Companion Loan”.



 


Each
of the Whole Loans listed above consists of the corresponding Mortgage Loan and Companion Loan(s) listed next to such Whole Loan.
With respect to any Whole Loan, each of the Mortgage Loan and the Pari Passu Companion Loan(s) are pari passu with each other
to the extent provided in the related Intercreditor Agreement, and any AB Subordinate Companion Loan(s) is generally subordinate
to the related Mortgage Loan and any Pari Passu Companion Loan(s) to the extent provided in the related Intercreditor Agreement.
Each Serviced Whole Loan will be serviced and administered in accordance with this Agreement and the related Intercreditor Agreement.
Each Non-Serviced Whole Loan will be serviced and administered in accordance with the related Non-Serviced PSA and the related
Intercreditor Agreement.


 


The
Companion Loans are not part of the Trust Fund. Each Companion Loan is secured by the applicable Mortgaged Property that secures
the related Mortgage Loan that is part of the Trust Fund. 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 Holders.


 


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


 






     -6-


     


    

 



 


Article
I



DEFINITIONS


 


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


 


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


 


“111
West Jackson Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of December 13, 2017, by and between
the holders of the respective promissory notes evidencing the 111 West Jackson Whole Loan, setting forth the respective rights
of such holders, as the same may be amended in accordance with the terms thereof.


 


“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.


 


“600
Vine Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of November 30, 2017, by and between the holders
of the respective promissory notes evidencing the 600 Vine Whole Loan, setting forth the respective rights of such holders, as
the same may be amended in accordance with the terms thereof.


 


“AB
Control Appraisal Period”: With respect to any AB Subordinate Companion Loan relating to a Serviced AB Whole Loan, a
“Control Appraisal Period” or equivalent term as defined under the related AB Intercreditor Agreement.


 


“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 One State Street Intercreditor
Agreement, the Yorkshire & Lexington Towers Intercreditor Agreement and the 111 West Jackson Intercreditor Agreement are the
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


 



     -7-


     


    

 


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.


 


“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, the One State Street Mortgage Loan, the Yorkshire & Lexington Towers Mortgage
Loan and the 111 West Jackson Mortgage Loan are each 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 One State
Street Subordinate Companion Loan, the Yorkshire & Lexington Towers Subordinate Companion Loan and the 111 West Jackson Subordinate
Companion Loan are 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, the One State Street Whole Loan, the Yorkshire & Lexington Towers Whole Loan and the 111 West Jackson
Whole Loan are each an AB Whole Loan.


 


“AB
Whole Loan Controlling Holder”: the “controlling holder” (or equivalent term) as defined under the related
AB Intercreditor Agreement.


 


“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
(and unless a Control Termination Event has occurred and is continuing, with the consent of the applicable Directing Holder (other
than with respect to an Excluded Loan)) (and after a Control Termination Event has occurred and is continuing, but if no Consultation


 



     -8-


     


    

 


Termination Event is continuing, after non-binding consultation with the applicable Directing Holder as provided in Section
6.08 (other than with respect to an Excluded Loan)), 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, as applicable; provided, further,
that upon the Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not
allow the Special Servicer to consult with the applicable Directing Holder, the Special Servicer is not required to do so. 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


 



     -9-


     


    

 


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).


 


“Advisers
Act”: As defined in Section 5.03(n).


 


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


 


“Affected
Reporting Party”: As defined in Section 11.13.


 


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


 


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


 


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


 


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


 


“Applicable
Laws”: As defined in Section 8.15.


 


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


 


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


 






     -10-


     


    

 


“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
(if no Consultation Termination Event is continuing, in consultation with the Directing Holder (except in the case of an Excluded
Loan), and, during an Operating Advisor Consultation 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 that Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan,
as the case may be, with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which shall be paid
by the Master Servicer as an Advance) or (2) by an internal valuation performed by the Special Servicer with respect to that 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 Serviced 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 shall be calculated as of
the first Determination Date that is at least ten (10) Business


 



     -11-


     


    

 


Days thereafter. Promptly upon the occurrence of an Appraisal
Reduction Event (other than with respect to a Non-Serviced Whole Loan), 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 Holder (but only if no Consultation Termination Event is continuing and other than
in the case of an Excluded Loan), the Operating Advisor, 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 and 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


 



     -12-


     


    

 


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 clause (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 applicable Directing Holder and the Operating Advisor, or the Master
Servicer shall notify the Special Servicer and the Operating Advisor, as applicable, promptly upon such Person having notice or
knowledge of the occurrence of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence of
an Appraisal Reduction Event shall be subject to the provisions of Section 4.05.


 


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


 


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


 


“Appraised
Value”: (i) 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 Serviced AB Whole Loan, as applicable, and (ii) 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).


 


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


 


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


 


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


 


“Argentic”:
As defined in the Preliminary Statement.


 


“Asset
Representations Reviewer”: Park Bridge Lender Services LLC, a New York limited liability company, 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).


 






     -13-


     


    

 


“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 12.02(a).


 


“Asset
Review Quorum”: In connection with any solicitation of votes to authorize an Asset Review as described in Section
12.02(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)(viii), a summary report setting forth the conclusions
of an Asset Review Report substantially in the form attached hereto as Exhibit PP.


 


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


 


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


 


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


 


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


 


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


 






     -14-


     


    

 


“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 Loan (for purposes of any P&I Advances, only taking
into account the portion allocable to the related predecessor 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 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/or the related Mortgaged Property has not become an REO Property, and
(b) interest on the Stated Principal Balance of such Mortgage Loan or REO Loan (for purposes of any P&I Advances, only taking
into account the portion allocable to the related predecessor Mortgage 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) the following amounts
in respect of the Mortgage Loans:


 


(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):


 






     -15-


     


    

 


(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 immediately
following the Distribution Date in the month preceding the month in which the subject Distribution Date occurs at the related
Mortgage Rate to the extent such amounts are Withheld Amounts;


 


(v)          all
Excess Interest allocable to the Mortgage Loans (which is separately distributed to the Class Z Certificates, as described in
Section 4.01(j));


 


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


 


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


 


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


 


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


 


(c)           the
aggregate amount of any Compensating Interest Payments made by the Master Servicer with respect to the Mortgage Loans with respect
to such Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to the
Mortgage Loans and the Distribution Date (net of the related Certificate Administrator/Trustee Fee, Operating Advisor Fee and
Asset Representations Reviewer


 



     -16-


     


    

 


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).


 


“Barclays”:
Barclays Bank PLC, a public limited company registered in England and Wales and its successors in interest.


 


“Base
Interest Fraction”: With respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class of Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates, a fraction
(a) whose numerator is the greater of (x) zero and (y) the difference between (i) the Pass-Through Rate on such Class of Certificates
and (ii) the discount rate used in accordance with the related Mortgage Loan documents in calculating the Yield Maintenance Charge
with respect to such Principal Prepayment and (b) whose denominator is the greater of (x) zero and (y) 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


 



     -17-


     


    

 


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.


 


“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.


 


“BSPRT”:
BSPRT 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, Florida,
Kansas, Pennsylvania, Ohio, California or any of the jurisdictions in which 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 2018-CX11, 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.


 






     -18-


     


    

 


“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 0.00740% 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 Certificates (other than any Class of Class X Certificates, the Class R Certificates
and the Class Z Certificates), subject to the next sentence, (a) on or prior to the first Distribution Date, an amount equal to
the aggregate initial Certificate Balance of such Class, as specified in the Preliminary Statement to this Agreement and (b) as
of any date of determination after the first Distribution Date, the Certificate Balance of such Class on the Distribution Date
immediately prior to such date of determination pursuant to Section 1.02(iii) less any distributions allocable to principal
and any allocations of Realized Losses made thereon on such prior Distribution Date.


 


“Certificate
Factor”: With respect to any Class of Certificates (other than the Class Z and 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.


 


“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 or any beneficial
owner thereof; 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
and (2) solely for the purposes of exercising any rights of a Certificateholder described under Section 2.03(k), any Certificates
beneficially owned by the related Mortgage Loan Seller shall be


 



     -19-


     


    

 


deemed not to be outstanding, and, in the case of either (1) or
(2), the applicable 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, 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 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 Cumulative 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).


 


“Certification
Parties”: As defined in Section 11.06.


 






     -20-


     


    

 


“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 alphabetic (and, if
applicable, alphanumeric) Class designation and 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 2.8883%.


 


“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.


 


“Class
A-2 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.8184%.


 


“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 4.0945%.


 


“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 3.7659%.


 


“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 the lesser of 4.0331%
and the WAC Rate for such Distribution Date.


 






     -21-


     


    

 


“Class
A-S Certificate”: A Certificate designated as “Class A-S” 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
A-S Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of 4.2511%
and the WAC 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 the lesser of 4.0339%
and the WAC Rate for such Distribution Date.


 


“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-11
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class
B Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of 4.4523%
and the WAC Rate for such Distribution Date.


 


“Class
C Certificate”: A Certificate designated as “Class C” 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
C Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the WAC Rate for such
Distribution Date.


 


“Class
D Certificate”: A Certificate designated as “Class D” 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.


 


“Class
D Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of 2.7500%
and the WAC Rate for such Distribution Date.


 


“Class
E-RR Certificate”: A Certificate designated as “Class E-RR” 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
E-RR Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the WAC Rate for such
Distribution Date.


 






     -22-


     


    

 


“Class
F-RR Certificate”: A Certificate designated as “Class F-RR” 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
F-RR Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the WAC Rate for such
Distribution Date.


 


“Class
G-RR Certificate”: A Certificate designated as “Class G-RR” 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
G-RR Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the WAC 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.


 


“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.


 






     -23-


     


    

 


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


 


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


 


“Class
NR-RR Certificate”: A Certificate designated as “Class NR-RR” 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
NR-RR Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the WAC Rate for such
Distribution Date.


 


“Class
R Certificate”: A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-18
hereto, and evidencing the sole class of “residual interest” in each Trust REMIC for purposes of the REMIC Provisions.


 






     -24-


     


    

 


“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 and/or Class X-D 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-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-SB and Class A-S 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 WAC Rate for such Distribution Date, over (b) the weighted average of the Pass-Through Rates on the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB and Class A-S 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 aggregate Certificate Balances of the Class B and Class C
Certificates.


 


“Class
X-B Pass-Through Rate”: The Pass-Through Rate for Class X-B Certificates and the Class X-B Regular Interest for any
Distribution Date will equal the excess, if any, of (a) the WAC Rate for such Distribution Date, over (b) the weighted average
of the Pass-Through Rates on the Class B and Class C 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-B Certificates
for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


“Class
X-D Certificate”: A Certificate designated as “Class X-D” on the face thereof, in the form of Exhibit
A-9 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


“Class
X-D Pass-Through Rate”: The Pass-Through Rate for Class X-D Certificates for any Distribution Date will equal the excess,
if any, of (a) the WAC Rate for such Distribution Date, over (b) the Pass-Through Rate on the Class D Certificates for such


 



     -25-


     


    

 


Distribution
Date. The Pass-Through Rate applicable to the Class X-D Certificates for the initial Distribution Date shall be the rate set forth
in the Preliminary Statement hereto.


 


“Class
Z Certificate”: A Certificate designated as “Class Z” on the face thereof, in the form of Exhibit A-19
hereto, representing undivided beneficial interests in the Class Z Specific Grantor Trust Assets.


 


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


 


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


 


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


 


“Closing
Date”: April 18, 2018.


 


“CMBS”:
Commercial mortgage-backed securities.


 


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


 


“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 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 Certificate Administrator
and the Master Servicer 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).


 



     -26-


     


    

 


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 “Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer on behalf of Wells Fargo Bank, National Association, as Trustee,
for the benefit of the registered holders of CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-CX11”. 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, if 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.


 


“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
“Midland Loan Services, a Division of PNC 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 2018-CX11 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-CX11, Companion Distribution Account”. The Companion Distribution
Account shall not be an asset of the Trust, any Trust REMIC or the Grantor Trust, but instead shall be held by the Companion Paying
Agent on behalf of the Companion Holders. Any such account shall be an Eligible Account. Notwithstanding the foregoing, if the
Master Servicer and the Companion Paying Agent are the same entity, the


 



     -27-


     


    

 


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 aggregate 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 any 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 (other than a Non-Serviced Mortgage Loan), any related Serviced Pari Passu Companion Loan and REO Loan for which Servicing
Fees are being paid for such Collection Period, calculated at a rate of 0.00125% per annum, and (B) all Prepayment Interest
Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (other than a Non-Serviced
Mortgage Loan) (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 (other than a Non-Serviced 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 or Serviced Whole Loan is
a Specially Serviced Loan, (X) pursuant to applicable law or a court order or otherwise in such circumstances where the Master
Servicer is required to accept such Principal Prepayment in accordance with the Servicing Standard, (Y) (i) at the request or
with the consent of the Special Servicer or, (ii) for so long as no Control Termination Event has occurred and is continuing,
and, other than with respect to an Excluded Loan, at the request or with the consent of the Directing Holder, 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


 



     -28-


     


    

 


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 Companion Loan(s), pro rata, in accordance with their respective principal amounts,
and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to the related Serviced Pari Passu
Companion Loan to the Non-Serviced Master Servicer.


 


“Consultation
Termination Event”: At any date at which no Class of Control Eligible Certificates exists where such Class’s aggregate
Certificate Balance is at least equal to 25% of the initial Certificate Balance of that Class, in each case, without regard to
the application of any Cumulative Appraisal Reduction Amounts; provided that a Consultation Termination Event shall not
be deemed to be continuing if the Certificate Balances of all Classes of Principal Balance Certificates other than the Control
Eligible Certificates have been reduced to zero; provided, further, that no Consultation Termination Event may occur
with respect to the Loan-Specific Directing Certificateholder related to the Servicing Shift Whole Loan and the term “Consultation
Termination Event” shall not be applicable to the Loan-Specific Directing Certificateholder related to such Servicing Shift
Whole Loan; provided, further, that, with respect to a Serviced AB Whole Loan, no Consultation Termination Event
will be deemed to be continuing unless a Control Appraisal Period is continuing under the related Intercreditor Agreement and
a Consultation Termination Event is continuing. With respect to any Excluded Loan, a Consultation Termination Event shall be deemed
continuing at all times.


 


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


 


“Control
Termination Event”: At any date at which (i) no Class of Control Eligible Certificates exists that has a Certificate
Balance (as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to such Class in accordance with Section
4.08(a) hereof) that is at least equal to 25% of the initial Certificate Balance of such Class as to the related Directing
Holder or (ii) such Mortgage Loan or Whole Loan is an Excluded Loan; provided that a Control Termination Event shall not
be deemed continuing if the Certificate Balances of the all Classes of Certificates (other than the Class X Certificates and Control
Eligible Certificates) have been reduced to zero as a result of principal payments on the Mortgage Loans; provided, further,
that no Control Termination Event may occur with respect to the Loan-Specific Directing Certificateholder related to the Servicing
Shift Whole Loan and the term “Control Termination Event” shall not be applicable to the Loan-Specific Directing Certificateholder
related to such Servicing Shift Whole Loan; provided, further, that with respect to a Serviced AB Whole Loan, no
Control Termination Event shall be deemed to be continuing unless a Control Appraisal Period is continuing under the related Intercreditor
Agreement and a Control Termination Event is continuing. With respect to any Excluded Loan, a Control Termination Event shall
be deemed continuing at all times.


 


“Controlling
Class”: With respect to (a) any Mortgage Loan (other than any Non-Serviced Mortgage Loan or any Servicing Shift Mortgage
Loan), as of any date of determination, the most subordinate Class of Control Eligible Certificates then-outstanding that has
a then-


 



     -29-


     


    

 


aggregate Certificate Balance (as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to such Class
in accordance with Section 4.05(a) of this Agreement) at least equal to 25% of the initial Certificate Balance of that
Class, or if no Class of Control Eligible Certificates meets the preceding requirement, the most senior Class of Control Eligible
Certificates. The Controlling Class as of the Closing Date will be the Class NR-RR Certificates; provided that if, at any
time, the Certificate Balances of all Control Eligible Certificates, as notionally reduced by any Cumulative Appraisal Reduction
Amounts allocable to such Classes, have been reduced to zero, the Controlling Class shall be the most subordinate Class of Control
Eligible Certificates that has a principal balance greater than zero; provided, further, that if at any time the
Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C and
Class D Certificates have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, then
the “Controlling Class” shall be the most subordinate Class of Control Eligible Certificates that has an aggregate
Certificate Balance greater than zero without regard to the application of Cumulative Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of such Class.


 


“Controlling
Class Certificateholders”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan or any Servicing
Shift Mortgage Loan) or Serviced Whole Loan, 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. For the avoidance of doubt,
whenever the term “Controlling Class Certificateholder” is used in this Agreement without further clarification, the
parties hereto intend for such references to mean the applicable Controlling Class Certificateholder under the circumstances.
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 applicable 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 600 South 4th Street,
7th Floor, MAC: N9300-070, Minneapolis, Minnesota 55479, Attention: Certificate Transfer Services - CSAIL 2017-CX11; and (ii)
with respect to the Trustee at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust Services (CMBS),
CSAIL 2017-CX11; 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 2017-CX11.


 


“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


 



     -30-


     


    

 


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).


 


“Credit
Risk Retention Compliance Agreement”: As defined in Section 3.31(a).


 


“Credit
Risk Retention Rule”: The final rule that was promulgated to implement the credit risk retention requirements (which
such joint final rule has been codified, inter alia, at 17 C.F.R. § 246) under Section 15G of the Securities Exchange Act
of 1934, as added by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (79 F.R. 77601; pages 77740-77766),
as such rule may be amended from time to time, and subject to such clarification and interpretation as have been provided by the
Department of Treasury, the Federal Reserve System, the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency,
the Securities and Exchange Commission and the Department of Housing and Urban Development in the adopting release (79 F.R. 77601
et seq.) or by the staff of any such agency, or as may be provided by any such agency or its staff from time to time, in
each case, as effective from time to time.


 


“CREFC®”:
The Commercial Real Estate Finance Council®, or any successor organization reasonably acceptable to the Certificate
Administrator, the Master Servicer, the Special Servicer and, if no Control Termination Event is continuing, the Directing Certificateholder.


 


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


 


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


 


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


 


“CREFC®
Collateral Summary File”: The data file in the “CREFC® Collateral Summary File” format
substantially in the form of and containing the information called for



 



     -31-


     


    

 





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


 






     -32-


     


    

 


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan and REO 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 eight (8) 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, (7) CREFC® Special Servicer Loan File
and (8) CREFC® Schedule AL File) and nine (9) 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, as
applicable, 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 (9) 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®
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.


 






     -33-


     


    

 


“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 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.


 






     -34-


     


    

 


“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®
Schedule AL File”: The data file in the “Schedule AL File” format substantially in the form of and
containing the information called for by Item 1111(h)(3) or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under
the Securities Act with respect to the Mortgage Loans, or such other form of presentation as may be approved from time to time
by the CREFC® for commercial mortgage securities transactions generally, which in any case shall include all information
required by Item 1111(h)(3) or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under the Securities Act.


 


“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 may be approved from time to time by 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”


 






     -35-


     


    

 


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 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


 



     -36-


     


    

 


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 with respect to the Directing Certificateholder or the Holder
of the majority of the Controlling Class) 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.


 


“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.


 


“Cure/Contest
Period”: As defined in Section 12.01(b)(vii).


 


“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 April 2018, or with respect
to any Mortgage Loan that has its first Due Date after April 2018, the date that would have otherwise been the related Due Date
in April 2018.


 


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


 


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


 


“Debt
Service Coverage Ratio”: With respect to any Mortgage Loan, for any twelve-month period covered by an annual operating
statement for the related Mortgaged Property, the ratio of (i) Net Operating Income produced by the related Mortgaged Property


 



     -37-


     


    

 


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 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. The Class R Certificates,
Class Z Certificates, HRR Certificates and


 



     -38-


     


    

 


any Certificate issued pursuant to Section 5.02(c) and Section 5.02(d)
shall be Definitive Certificates. For the avoidance of doubt, any HRR Certificate shall at all times during the Transfer Restriction
Period be evidenced by 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;


 


(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;


 






     -39-


     


    

 


(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 May 2018.


 


“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


 



     -40-


     


    

 


of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


 


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


 


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


 


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


 


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


 


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


 


(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, environmental indemnity or guaranty relating to a Mortgage Loan or a related Serviced
Whole Loan;


 


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


 


(xi)           any
franchise agreements and comfort letters or similar agreements relating to a Mortgage Loan or Serviced Whole Loan and, with respect
to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements or any notice to the franchisor
of the transfer of a Mortgage Loan or Serviced Whole Loan and a request for confirmation that the Trust is a


 



     -41-


     


    

 


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 the related Mortgaged Property is leased to a single tenant, a copy of the lease;


 


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


 


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


 


(k)           a
copy of all zoning reports;


 


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


 


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


 


(n)          a
copy of all UCC searches;


 






     -42-


     


    

 


(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 such case, as and to the extent that the originator received such documents or information in connection with the origination
of such Mortgage Loan. If any of the items identified above were not included or obtained in connection with the origination of
such Mortgage Loan (other than any document that customarily would not be included in connection with the origination of the Mortgage
Loan because such document is inapplicable to the origination of a Mortgage Loan of that structure or type, taking into account
whether or not such Mortgage Loan has any additional debt), the Diligence File shall include a statement to that effect; provided
that no information that is proprietary to the related originator or Mortgage Loan Seller or any draft documents or privileged
or internal communications shall constitute part of the Diligence File. It is not required to include any of the same items identified
above again if 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 Argentic Securities Income USA LLC. Thereafter,
the Directing Certificateholder shall be the Controlling Class Certificateholder (or a representative thereof) selected by more
than 50% of the Controlling Class Certificateholders, (by Certificate Balance, as determined by the Certificate Registrar from
time to time); provided, however, that (i) absent that selection, or (ii) until a Directing Certificateholder is
so selected or (iii) upon receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance,
that a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class (or a representative thereof) will be the Directing Certificateholder; provided,
however, that, in the case of this clause (iii), if no one Holder owns


 



     -43-


     


    

 


the largest aggregate Certificate Balance
of the Controlling Class, then there will be no Directing Certificateholder until appointed in accordance with the terms of this
Agreement. During a Control Termination Event, the Directing Certificateholder shall only retain its consultation rights to the
extent specifically provided for herein. After the occurrence of a Consultation Termination Event, there will be no Directing
Certificateholder. The Depositor shall promptly provide the name and contact information for the initial Directing Certificateholder
upon request of any party to this Agreement and any such requesting party may conclusively rely on the name and contact information
provided by the Depositor. 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.


 


“Directing
Holder”: Means:


 


(a)           with
respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan, Servicing Shift Mortgage Loan or Mortgage Loan related
to a Serviced AB Whole Loan prior to a related Control Appraisal Period) or Serviced Whole Loan (other than a Serviced AB Whole
Loan), the Directing Certificateholder; and


 


(b)           with
respect to any Serviced AB Whole Loan, the related AB Whole Loan Controlling Holder; and


 


(c)           with
respect to any Servicing Shift Whole Loan, (i) prior to the related Servicing Shift Securitization Date, the Loan-Specific Directing
Certificateholder and (ii) on and after the related Servicing Shift Securitization Date, the Directing Certificateholder under
the related Non-Serviced PSA.


 


For
the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, a Control Termination Event or a
Consultation Termination Event shall not affect the rights of a non-Directing Holder. Whenever the term “Directing Holder”
is used in this Agreement without further clarification, the parties hereto intend for such reference to mean the applicable Directing
Holder under the circumstances.


 


“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 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


 






     -44-


     


    

 


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 (other than any interest in REO Property acquired with respect to
any Non-Serviced Mortgage Loan)), any compensation and other remuneration (including, without limitation, in the form of commissions,
brokerage fees, or rebates, or as a result of any other fee-sharing arrangement) received or retained by the Special Servicer
or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Mortgagor, any manager, any
guarantor or indemnitor in respect of a Mortgage Loan or Serviced Companion Loan and any purchaser of any Mortgage Loan or Serviced
Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan (other than any
Non-Serviced Mortgage Loan), the management or disposition of any REO Property, and the performance by the Special Servicer or
any such Affiliate of any other special servicing duties under this Agreement, other than (1) any Permitted Special Servicer/Affiliate
Fees and (2) any compensation to which the Special Servicer is entitled pursuant to Section 3.11 of this Agreement.


 


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


 


“Discount
Rate”: As defined in Section 4.01(c).


 


“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 that 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


 



     -45-


     


    

 


Section 1381(a)(2)(C) of the Code and (v) 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,” “State” and “international organization” shall
have the meanings set forth in Section 7701 of the Code or successor provisions.


 


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


 


“Distribution
Date”: The fourth (4th) Business Day following each Determination Date, beginning in May 2018. The initial
Distribution Date shall be May 17, 2018.


 


“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”: With respect to (a) the Initial Schedule AL File, the Initial Schedule AL Additional File, the CREFC®
Schedule AL File and the Schedule AL Additional File, XML format or such other format as mutually agreed to between the
Depositor, the Certificate Administrator and the Master Servicer and (b) any report, file or document other


 



     -46-


     


    

 


than those listed
in clause (a) above, 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 deposit rating or long-term
unsecured debt obligations or deposits 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 or deposits of which have a short-term
rating of not less than “P-1” from 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 or deposits 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
or deposits of which have a short-term rating of not less than “F1” from Fitch (to the extent rated by Fitch), if
the deposits are to be held in such account for less than thirty (30) days and (C) the long-term unsecured debt obligations or
deposits 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, a and the short-term debt obligations
or deposits 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” from Moody’s, “A”
from Fitch (to the extent rated 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) (if the deposits are to
be held in the account for more than thirty (30) days) or Wells Fargo Bank, National Association’s short-term deposit or
short-term unsecured debt rating shall be at least “P-1” from Moody’s, “F2” from Fitch (to the extent
rated 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
S&P and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation) (if the deposits are to be held in the account
for thirty (30) days or less); (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) and (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)
and (ii) 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 Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating


 



     -47-


     


    

 


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 (vi) 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 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 neither affiliated nor Risk Retention 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 Holder, the Directing Certificateholder, the Retaining Party, or any of their respective Affiliates, (d) has not
performed (and is neither affiliated nor Risk Retention 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, the Directing
Holder, 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 CMBS transaction rated by
the Rating Agencies (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 concerns with the Operating Advisor in its capacity as special servicer
or operating advisor on such CMBS transaction 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, including to
the effect that it possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement
over the life of the Issuing Entity; (c) that


 



     -48-


     


    

 


is not (and is neither affiliated nor Risk Retention Affiliated with) the Depositor,
the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, a Sponsor, the Retaining Party, a Mortgage
Loan Seller, any Borrower Party, the Directing Holder, 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 or Risk Retention Affiliates; (d) that has not been paid by the 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; (e) that (x) has been regularly engaged in the
business of analyzing and advising clients in CMBS matters and that 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 and (f) that does not directly or indirectly, through
one or more Affiliates or otherwise, own or have derivative exposure in any interest in any Certificates, the Mortgage Loans or
otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in fees from
its role as Operating Advisor and Asset Representations Reviewer (to the extent it also acts as the Asset Representations Reviewer).


 


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


 


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


 


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


 


“ERISA
Restricted Certificate”: Any Certificate (other than a Class R or Class Z 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 F-RR, Class G-RR and Class NR-RR 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.


 






     -49-


     


    


 


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


 


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


 


“Excess Interest
Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts (or as
a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall be entitled
“Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wells Fargo Bank, National Association,
as Trustee, and the registered Holders of CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-CX11, Class Z Certificates, Excess Interest Distribution Account”, and which must be an Eligible Account (or
a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely for the benefit of the Holders
of the Class Z Certificates. The Excess Interest Distribution Account shall not be an asset of any Trust REMIC, but rather shall
be an asset of the Grantor Trust.


 


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


 






     -50-


     


    

 


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 such Distribution Date that are not covered by the Master Servicer’s
Compensating Interest Payment (or the portion thereof allocated to the Mortgage Loans) for such Distribution Date and the portion
of the compensating interest payments allocable to any Non-Serviced Mortgage Loan to the extent received from the related Non-Serviced
Master Servicer.


 


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


 


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


 


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Loan 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 or (B) both an Excluded Loan
and the subject Excluded Controlling Class Loan. Additionally, any Excluded Controlling Class Holder shall also send to the Certificate
Administrator a notice substantially in the form of Exhibit P-1F hereto, which notice shall provide each of the CTSLink
User ID associated with such Excluded Controlling Class Holder, and which notice shall direct the Certificate Administrator to
restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s Website as and to the extent
provided in this Agreement. As of the Closing Date, there are no Excluded Controlling Class Holders related to the Trust.


 


“Excluded Controlling
Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Directing Holder
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 to either the Directing
Certificateholder or the Holder of the majority of the Controlling Class. As of the Closing Date, there are no Excluded Controlling
Class Loans related to the Trust.


 






     -51-


     


    

 


“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 the Special Servicer (including any Excluded Special Servicer) and which may include any Operating
Advisor reports delivered to the Certificate Administrator regarding the Special Servicer’s net present value determination
or any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(d), 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 information aggregated on a pool level basis and 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) and any Schedule AL Additional File 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 3.30. 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 3.30.


 


“Excluded Loan”:
Any Mortgage Loan or Whole Loan if, as of any date of determination, the Directing Holder or (if the Directing Holder is the Directing
Certificateholder) the Holder of the majority of the Controlling Class (by Certificate Balance) 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 to any Excluded Special Servicer Loan, a replacement 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 Servicer 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 delivered 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 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


 






     -52-


     


    

 


Loan
File relating to any Excluded Special Servicer Loan) and any Schedule AL Additional File shall not be considered “Excluded
Special Servicer Information”.


 


“Excluded Special
Servicer Loan”: Any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan with respect to
which, as of any date of determination, the Special Servicer obtains knowledge that it 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, the initial Asset Status Report, together with such other
data or supporting information provided by the Special Servicer to the applicable Directing Holder that does not include any communication
(other than the Final Asset Status Report) between the Special Servicer and such Directing Holder with respect to such Specially
Serviced Loan required to be delivered by the Special Servicer by the Initial Delivery Date or any Subsequent Asset Status Report,
in each case, in the form fully approved or deemed approved, if applicable, by the Directing Holder pursuant to the Directing Holder
Approval Process or following completion of the ASR Consultation Process, as applicable. For the avoidance of doubt, the Special
Servicer may issue more than one Final Asset Status Report with respect to any Specially Serviced Loan in accordance with the procedures
described in Section 3.19. Each Final Asset Status Report shall be labeled or otherwise identified or communicated as being
final by the applicable Special Servicer.


 


“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 applicable Directing Holder
(other than with respect to an Excluded Loan and only if no Consultation Termination Event is continuing), 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, the 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 an applicable Excluded Loan if no Control Termination Event is continuing, the applicable Directing Holder shall have ten
(10) Business Days to review and approve each such recovery determination by the Special Servicer; provided, however,
that if the Directing Holder fails to


 






     -53-


     


    

 


approve
or disapprove any recovery determination within ten (10) Business Days of receipt of the initial recovery determination, such
consent shall be deemed given.


 


“Fitch”:
Fitch Ratings, Inc., and its successors in interest. If neither Fitch nor any successor remains in existence, “Fitch”
shall be deemed to refer to such other nationally 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 Holder 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 Proceeds shall exclude any amounts allocated as Yield Maintenance Charges, recovery
of any late payment charges and Default Interest or recovery of any assumption fees and Modification Fees pursuant to Section
3.02.


 


“Gain-on-Sale
Remittance Amount”: For 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 Wells
Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of CSAIL 2018-CX11 Commercial Mortgage
Trust, Commercial


 






     -54-


     


    

 


Mortgage
Pass-Through Certificates, Series 2018-CX11, Gain-on-Sale Reserve Account”. Any such account shall be an Eligible Account
or a subaccount of an Eligible Account.


 


“Garden Multifamily
Portfolio Intercreditor Agreement”: That certain Amended and Restated Co-Lender Agreement, dated as of November 30, 2017,
by and between the holder of the Garden Multifamily Portfolio Companion Loans and the holder of the Garden Multifamily Portfolio
Mortgage Loan, relating to the relative rights of such holders of the Garden Multifamily Portfolio Whole Loan, as the same may
be amended in accordance with the terms thereof.


 


“GNL Portfolio
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of October 27, 2017, by and between the holders
of the respective promissory notes evidencing the GNL Portfolio Whole Loan, setting forth the respective rights of such holders,
as the same may be amended in accordance with the terms thereof.


 


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


 


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


 


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


 


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


 


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


 


“Hilton Clearwater
Beach Resort & Spa Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of February 9, 2018, by and
between the holders of the respective promissory notes evidencing the Hilton Clearwater Beach Resort & Spa Whole Loan, setting
forth the respective rights of such holders, as the same may be amended in accordance with the terms thereof.


 


“HRR Certificates”:
As defined in the Preliminary Statement. For the avoidance of doubt, the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates
being purchased by the Retaining Party.


 






     -55-


     


    

 


“Impermissible
Asset Representations Reviewer Affiliate”: As defined in Section 3.31.


 


“Impermissible
Operating Advisor Affiliate”: As defined in Section 3.31.


 


“Impermissible
Risk Retention Affiliate”: As defined in Section 3.31.


 


“Impermissible
TPP Affiliate”: As defined in Section 3.31.


 


“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 Directing Holder, 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 Directing
Holder, 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 Directing Holder, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with
one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer or any Affiliate thereof as an officer,
employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however,
that a Person shall not fail to be Independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer,
the Special Servicer, the Directing Certificateholder, the Directing Holder, 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 Directing Holder, 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


 






     -56-


     


    

 


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 Purchasers”:
Credit Suisse Securities (USA) LLC, Natixis Securities Americas LLC and Barclays Capital Inc.


 


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


 


“Initial Schedule
AL Additional File”: The data file prepared by or on behalf of the Depositor containing additional information or schedules
regarding data points in the Initial Schedule AL File in accordance with Item 1111(h)(4) of Regulation AB and Item 601(b)(103)
of Regulation S-K under the Securities Act and filed as Exhibit 103 to the Form ABS-EE incorporated by reference into the Prospectus.


 


“Initial Schedule
AL File”: The data file(s) prepared by, or on behalf of, the Depositor containing the information required by Item 1111(h)(3)
or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under the Securities Act and filed as Exhibit 102 and, if applicable,
the Initial Schedule AL Additional File to the Form ABS-EE incorporated by reference into the Prospectus.


 


“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


 






     -57-


     


    

 


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 received 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 Hilton Clearwater Beach Resort & Spa Intercreditor Agreement, the GNL Portfolio Intercreditor
Agreement, the One State Street Intercreditor Agreement, The SoCal Portfolio Intercreditor Agreement, the Fair Oaks Mall Intercreditor
Agreement, the Soho House Chicago Intercreditor Agreement, the Throggs Neck Shopping Center Intercreditor Agreement, the Melbourne
Hotel Portfolio Intercreditor Agreement, the Lehigh Valley Mall Intercreditor Agreement, the Yorkshire & Lexington Towers Intercreditor
Agreement, the Moffett Towers II – Building 2 Intercreditor Agreement, the 600 Vine Intercreditor Agreement, the 111 West
Jackson Intercreditor Agreement and the Garden Multifamily Portfolio 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 equal to the interest
for the related Interest Accrual Period accrued at the Pass-Through Rate for such Class on the related Certificate Balance or Notional
Amount, as applicable, outstanding immediately prior to such Distribution Date. Calculations of interest for each Interest Accrual
Period will be made on the basis of a 360-day year consisting of twelve 30-day months.


 


“Interest Accrual
Period”: For each Distribution Date, the calendar month immediately preceding the month in which such Distribution Date
occurs.


 






     -58-


     


    

 


“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 segregated non-interest bearing trust account or sub-account created and maintained by the Certificate
Administrator pursuant to Section 3.04 of this Agreement, which shall be entitled “Wells Fargo Bank, National Association,
as Certificate Administrator, for the benefit of Wells Fargo Bank, National Association, as Trustee, for the benefit of the Holders
of Commercial Mortgage Pass-Through Certificates, Series 2018-CX11, Interest Reserve Account” and which must be an Eligible
Account or a sub-account of an Eligible Account. The Interest Reserve Account shall be an asset of the Lower-Tier REMIC.


 


“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 the Class X
Certificates, one-month’s interest on that amount remaining unpaid at the WAC Rate for such Distribution Date.


 


On any Distribution Date
for any Class of Certificates (other than the Class R and Class Z Certificates), the amount of interest required to be distributed
to the Holders of such Class of Certificates pursuant to Section 4.01(c) of this Agreement on such Distribution Date minus
the amount of interest actually distributed to such Holders pursuant to such Section, if any.


 


“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 Holder, Sponsor, any Borrower
Party, any Independent Contractor engaged by the Special Servicer, or any known Affiliate of any of the preceding entities. With
respect to a Whole Loan if it is a Defaulted Loan, the Depositor, the Master Servicer, the Special Servicer (or any Independent
Contractor engaged by the 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).


 






     -59-


     


    

 


“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 or 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
or the Directing Holder (in each case, 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, manager or other representative 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 Holder or Controlling Class Certificateholder, as applicable,
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 Holder or
Controlling Class Certificateholder, as applicable, such Person shall only receive access to the Distribution Date Statements prepared
by the Certificate Administrator, (iii) (other than with respect to a Companion Holder) 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 reasonably request and 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).


 


“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 the Special 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


 






     -60-


     


    

 


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.


 


“Legal Fee Reserve
Account”: The account created and maintained by the Certificate Administrator pursuant to Section 3.04(b), in
the name of the “Legal Fee Reserve Account”, into which the amounts set forth in Section 3.04(b) shall be deposited
directly and which must be an Eligible Account.


 


“Lehigh
Valley Mall Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of November 20, 2017, by and
between the holders of the respective promissory notes evidencing the Lehigh Valley Mall Whole Loan, setting forth the respective
rights of such holders, as the same may be amended in accordance with the terms thereof.


 


“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 applicable 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 (i) each Specially Serviced Loan or REO Property (except
with respect to a Non-Serviced Mortgaged Property) as to which the Special Servicer receives (a) a full, partial or discounted
payoff from


 






     -61-


     


    

 


the
related Mortgagor or (b) any Liquidation Proceeds or Insurance and Condemnation Proceeds (including with respect to the related
Companion Loan, if applicable) or REO Property (in any case, other than amounts for which a Workout Fee has been paid, or will
be payable) or (ii) any Loss of Value Payment or Purchase Price paid by a Mortgage Loan Seller with respect to any Mortgage Loan,
equal to the product of the Liquidation Fee Rate and the proceeds of such full, partial or discounted payoff or other partial
payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of the related costs and expenses associated with
the related liquidation) related to such liquidated Specially Serviced Loan or REO Property, as the case may be; provided,
however, that no Liquidation Fee shall be payable with respect to (a) the purchase of any Specially Serviced Loan by the
Special Servicer or any Affiliate thereof (except if such Affiliate purchaser is the Directing Holder or any Affiliate thereof;
provided, however, that if no Control Termination Event exists, and if the Directing Holder or an Affiliate thereof
purchases any Specially Serviced Loan within ninety (90) days after the Special Servicer delivers to such Directing Holder 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 Holder 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, substitution or Loss of Value Payment occurs prior to the termination of the Extended Cure Period, (c)
any event described in clauses (v), (vi) and (vii) of the definition of “Liquidation Proceeds”,
as long as, with respect to a purchase pursuant to clause (vi) of the definition of “Liquidation Proceeds”,
a purchase occurs within ninety (90) days of such holder’s purchase option first becoming exercisable during that period
prior to such Mortgage Loan becoming a Corrected Loan pursuant to the related Intercreditor Agreement, (d) with respect to a Serviced
Companion Loan, (x) a repurchase of such Serviced Companion Loan by the applicable Mortgage Loan Seller for a breach of a representation
or warranty or for a defective or deficient mortgage loan documentation under an Other Pooling and Servicing Agreement within
the time period (or extension of such time period) provided for such repurchase in such Other Pooling and Servicing Agreement
if such repurchase occurs prior to the termination of such extended period provided in such Other Pooling and Servicing Agreement
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) the purchase of all of the Mortgage Loans and REO
Properties in connection with an optional termination of the Trust; or (f) 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, if 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 twelve (12) 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


 






     -62-


     


    

 


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; 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 any Specially Serviced 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.


 






     -63-


     


    

 


“Loan-Specific
Directing Certificateholder”: With respect to a Servicing Shift Mortgage Loan, the “Controlling Holder”,
the “Directing Certificateholder”, the “Directing Holder”, the “Directing Lender” or any analogous
concept as set forth under the related Intercreditor Agreement. Prior to the applicable Servicing Shift Securitization Date, the
Loan-Specific Directing Certificateholder with respect to the related Servicing Shift Mortgage Loan will be the holder of the related
Servicing Shift Lead Note as set forth in Exhibit S. On and after the applicable Servicing Shift Securitization Date, there
will be no Loan-Specific Directing Certificateholder under this Agreement with respect to the related Servicing Shift Whole Loan.
As of the Closing Date, the Loan-Specific Directing Certificateholder with respect to the Melbourne Hotel Portfolio Whole Loan
will initially be Natixis Real Estate Capital LLC, as the holder of the related Servicing Shift Lead Note.


 


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


 


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


 


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


 


“Lower-Tier
Principal Amount”: With respect to any Class of Lower-Tier Regular Interests, (i) on or prior to the first Distribution
Date, an amount equal to the Original Lower-Tier Principal Amount of such Class as specified in the Preliminary Statement hereto,
and (ii) as of any date of determination after the first Distribution Date, an amount equal to the Certificate Balance of the Class
of Related Certificates on the Distribution Date immediately prior to such date of determination (determined as adjusted pursuant
to Section 1.02(iii)), and as set forth in Section 4.01(c)).


 


“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-RR, Class LF-RR, Class LG-RR and Class LNR-RR Uncertificated Interests.


 


“Lower-Tier
REMIC”: One of two separate REMICs comprising a portion of the Trust Fund, the assets of which consist of the Mortgage
Loans (exclusive of Excess Interest) and the proceeds thereof, 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 any other Trust REMIC or the Grantor
Trust, except for the Loss of Value Reserve Fund.


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially
be entitled


 






     -64-


     


    

 


“Wells
Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank, National Association, as Trustee,
for the benefit of the registered holders of CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-CX11, 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).


 


“Major Decision
Reporting Package”: means, with respect to any Major Decision for which it is processing, a written report by the Special
Servicer describing in reasonable detail (i) the background and circumstances requiring action of the special servicer and (ii)
the proposed course of action recommended. Each such report at the option of the Special Servicer may be in the form of an Asset
Status Report.


 


“Majority Owned
Affiliate”: As defined in the Credit Risk Retention Rules.


 


“Master Servicer”:
With respect to each of the Mortgage Loans, Midland Loan Services, a Division of PNC 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.


 


“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.


 


“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).


 


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


 






     -65-


     


    

 


“Melbourne Hotel
Portfolio Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of April 18, 2018, by and between the
holders of the respective promissory notes evidencing the Melbourne Hotel Portfolio Whole Loan, setting forth the respective rights
of such holders, as the same may be amended in accordance with the terms thereof.


 


“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).


 


“Moffett Towers
II – Building 2 Intercreditor Agreement” That certain Co-Lender Agreement, dated as of November 16, 2017, by and
between the holders of the respective promissory notes evidencing the Moffett Towers II – Building 2 Whole Loan, setting
forth the respective rights of such holders, as the same may be amended in accordance with the terms thereof.


 


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


 


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


 


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


 


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


 


(i)       the
original Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of “Wells
Fargo Bank, National Association, as Trustee, on behalf of the registered Holders of


 






     -66-


     


    

 


CSAIL 2018-CX11 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2018-CX11” 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 “Wells Fargo Bank, National Association, as Trustee, on behalf of the registered
holders of CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-CX11” or
in blank and, in the case of any Serviced Whole Loan, “Wells Fargo Bank, National Association, as Trustee, on behalf of the
registered holders of CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-CX11
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 submitted or to be submitted for recording);


 


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


 


(v)        an
original assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in favor of “Wells
Fargo Bank, National Association, as Trustee, on behalf of the registered holders of CSAIL 2018-CX11 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2018-CX11” or in blank and, in the case of any Serviced Whole Loan,
“Wells Fargo Bank, National Association, as Trustee, on behalf of the registered holders of CSAIL 2018-CX11 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-CX11 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 submitted or to be submitted for recording);


 


(vi)       the
original assignment of all unrecorded documents relating to the Mortgage Loan in favor of “Wells Fargo Bank, National Association,
as Trustee, on behalf of the registered Holders of CSAIL 2018-CX11 Commercial Mortgage


 






     -67-


     


    

 


Trust, Commercial Mortgage Pass-Through
Certificates, Series 2018-CX11” or in blank or, in the case of a Serviced Whole Loan, in favor of “Wells Fargo Bank,
National Association, as Trustee, on behalf of the registered holders of CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2018-CX11 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 (which may be in the form of an electronically issued title policy) 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 “Wells Fargo Bank, National Association, as Trustee, on behalf of the registered Holders
of CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-CX11” and, in the
case of any Serviced Whole Loan, “Wells Fargo Bank, National Association, as Trustee, on behalf of the registered holders
of CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-CX11 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 thereof certified to be the copy of such assignment to be submitted or to be submitted for recording);


 


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


 


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


 






     -68-


     


    

 


(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)
if there exists with respect to any Crossed Mortgage Loan Group only one original or certified copy of any document referred to
in the definition of “Mortgage File” covering all of the Mortgage Loans in such Crossed Mortgage Loan Group, then the
inclusion of such original or certified copy in the Mortgage File for any of the Mortgage Loans constituting such Crossed Mortgage
Loan Group shall be deemed the inclusion of such original or certified copy in the Mortgage File for each such Mortgage Loan, (c)
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), (d) 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, (e) 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


 






     -69-


     


    

 


documents specified above (other than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan, with
respect to which the original shall be required) including a copy of the Mortgage securing the applicable Mortgage Loan, and any
assignments or other transfer documents referred to in clauses (iii), (iv), (v), (vi), (ix)
and (x) above as being in favor of the Trustee shall instead be in favor of the applicable Non-Serviced Trustee and need
only be in such form as was delivered to the applicable Non-Serviced Trustee or a custodian on its behalf, (f) 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) and (g) in connection with any Servicing
Shift Mortgage Loan, the foregoing documents shall be delivered to the Custodian by the applicable Mortgage Loan Seller on or prior
to the Closing Date and such documents (other than the documents described in clause (i) above) shall be transferred to
the custodian pursuant to Section 2.01(h).


 


“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. For the avoidance of doubt, no Loan Seller Defeasance Rights and Obligations will be part of a “Mortgage
Loan” or an asset of the Trust.


 


“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;


 






     -70-


     


    

 


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


 


(vi)     the
original principal balance;


 


(vii)    the
Cut-off Date Balance;


 


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


 


(ix)      the
original and remaining amortization terms;


 


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


 


(xi)      the
applicable Servicing Fee Rate;


 


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


 


(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)   [Reserved];


 


(xxiv)   the
Anticipated Repayment Date, if applicable;


 


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


 






     -71-


     


    

 


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


 


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


 


“Mortgage Loan
Seller”: Each of (i) Column Financial, Inc., a Delaware corporation, or its successor in interest, (ii) NREC, (iii) BSPRT,
(iv) Barclays and (v) AREF.


 


“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 without giving effect to any default rate or Revised Rate; or (ii) any Mortgage
Loan or related Serviced Pari Passu Companion Loan (or, in either case, any successor REO Loan) after its Maturity Date, the annual
rate described in clause (i) above determined without regard to the passage of such Maturity Date and, if applicable, any
REO Acquisition. For the avoidance of doubt, the Mortgage Rate of any ARD Loan shall not be construed to include the related Excess
Rate.


 


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


 


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


 


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


 


“Net Investment
Loss”: With respect to the Collection Account, the Servicing Accounts or the REO Account or Companion Distribution Account
for any period from any Distribution Date to the immediately succeeding P&I Advance Date, the amount by which the aggregate
of all losses, if any, incurred during such period in connection with the investment of


 






     -72-


     


    

 


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


 


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


 






     -73-


     


    

 


“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 (excluding any portion of an REO Loan related to any other 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), 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 not have 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 principal and interest 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, the Special Servicer or the 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 changes with respect to such Mortgaged Properties, (b) to estimate and consider (among
other things) future expenses, (c) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer
and the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee)
(among other things) the timing of recoveries, and (d) to give due regard to the existence of any Nonrecoverable Advances which,
at the time of


 






     -74-


     


    

 


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 recovery, 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 (and, upon the reasonable request by the Trustee, Master Servicer or Special Servicer, as applicable, the Master
Servicer and the Special Servicer shall deliver any relevant Appraisals or market value estimates in its possession to the requesting
party for such purpose). Absent bad faith, the Master Servicer’s, the 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 and the Directing
Certificateholder (but in the case of the Directing Certificateholder, only if no Consultation Termination Event is continuing
and other than with respect to 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


 






     -75-


     


    

 


nonrecoverable, which determination shall be binding on the
Master Servicer and the Trustee. In the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination
shall take into account the cross-collateralization of the related cross-collateralized Mortgage Loan.


 


“Nonrecoverable
Servicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan (other
than a Non-Serviced Mortgage Loan), Whole Loan or REO Property which the Master Servicer, the Special Servicer, in each case in
accordance with the Servicing Standard, or the Trustee, in its good faith business 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) give due regard
to the existence of any Nonrecoverable Advances that, 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 (and, upon
the reasonable request by the Trustee, Master Servicer or Special Servicer, as applicable, the Master Servicer and the Special
Servicer shall deliver any relevant Appraisals or market value estimates in its possession to the requesting party for such purpose).
Absent bad faith, the Master Servicer’s, Special Servicer’s or the Trustee’s determination as to the recoverability
of any Servicing Advance shall be conclusive and binding on the Certificateholders. 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


 






     -76-


     


    

 


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 the Master Servicer to the
other and to the Trustee, the Certificate Administrator, the Directing Certificateholder (but in the case of the Directing Certificateholder,
only if no Consultation Termination Event is continuing and other than with respect to an Excluded Loan) (and in the case of a
Serviced Mortgage Loan or Non-Serviced Mortgage Loan, any Other Servicer or Non-Serviced Master Servicer, as applicable), the
Operating Advisor (but only in the case of the Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator (and in the case of a Serviced Mortgage
Loan or Non-Serviced Mortgage Loan, any Other Servicer or Non-Serviced Master Servicer, as applicable); provided, however,
that the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard, that any Servicing
Advance previously made or proposed to be made is a Nonrecoverable Servicing Advance and shall deliver to the Master Servicer
(and with respect to a Serviced Mortgage Loan, to any Other Servicer), the Trustee, the Operating Advisor, 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 not
have 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
the 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, that 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


 






     -77-


     


    

 


account the cross-collateralization of the related cross-collateralized Mortgage
Loan. The determination as to the recoverability of any servicing advance previously made or proposed to be made in respect of
a Non-Serviced Whole Loan shall be made by the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced
Trustee, as the case may be, pursuant to the Non-Serviced PSA.


 


“Non-Reduced
Certificates”: As of any date of determination, any Class of Principal Balance Certificates then-outstanding for which,
in either case (a) (1) the initial Certificate Balance of such Class of Certificates minus (2) the sum (without duplication) of
(x) any 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 the 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 such Class of Certificates.


 


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


 


“Non-Serviced
Asset Representations Reviewer”: The “Asset Representations Reviewer” under a Non-Serviced PSA.


 


“Non-Serviced
Certificate Administrator”: The “Certificate Administrator” under a Non-Serviced PSA.


 


“Non-Serviced
Companion Loan”: Each of (i) the Companion Loans related to a Whole Loan identified as “Non-Serviced” under
the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement, and (ii) on and after
the related Servicing Shift Securitization Date, the Companion Loans related to a Whole Loan identified as “Servicing Shift”
under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement.


 


“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 Intercreditor Agreement relating to a Non-Serviced Whole Loan.


 


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


 


“Non-Serviced
Mortgage Loan”: Each of (i) the Mortgage Loans identified as “Non-Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement, and (ii) on and after the related Servicing Shift Securitization
Date, the Mortgage


 






     -78-


     


    

 


Loans
identified as “Servicing Shift” under the column entitled “Type” in the “Whole Loan” chart
in the Preliminary Statement.


 


“Non-Serviced
Mortgaged Property”: With respect to each Non-Serviced Mortgage Loan, Non-Serviced Companion Loan and Non-Serviced Whole
Loan, the related Mortgaged Property that secures such Non-Serviced Mortgage Loan, Non-Serviced Companion Loan and Non-Serviced
Whole Loan.


 


“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”: With respect to:


 


(i)       the
GNL Portfolio Whole Loan, the Yorkshire & Lexington Towers Whole Loan, the 600 Vine Whole Loan and the Garden Multifamily Portfolio
Whole Loan, that certain pooling and servicing agreement, dated as of November 1, 2017, among Credit Suisse Commercial Mortgage
Securities Corp., as depositor, KeyBank National Association, as master servicer, CWCapital Asset Management LLC, as special servicer,
Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, as from time to time amended, supplemented or modified relating to the issuance
of the CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX10;


 


(ii)       the
One State Street Whole Loan, that certain trust and servicing agreement, dated and effective as of February 27, 2018, among Credit
Suisse Commercial Mortgage Securities Corp., as depositor, KeyBank National Association, as servicer and as special servicer, Wells
Fargo Bank, National Association, as certificate administrator and as trustee, as from time to time amended, supplemented or modified
relating to the issuance of the NCMS Trust 2018-OSS, Commercial Mortgage Pass-Through Certificates, Series 2018-OSS;


 


(iii)      the
Lehigh Valley Mall Whole Loan, that certain pooling and servicing agreement, dated as of January 1, 2018, among Deutsche Mortgage
& Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services,
a Division of PNC Bank, National Association, 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, as from time to time amended, supplemented or modified relating to the issuance of the Benchmark 2018-B1
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B1;


 






     -79-


     


    

 


(iv)     The
SoCal Portfolio Whole Loan, that certain pooling and servicing agreement, dated as of March 1, 2018, among Citigroup Commercial
Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer,
LNR Partners, LLC, as special servicer, Citibank, N.A., as certificate administrator, Wilmington Trust, National Association, as
trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, as from time to time
amended, supplemented or modified relating to the issuance of the Citigroup Commercial Mortgage Trust 2018-B2, Commercial Mortgage
Pass-Through Certificates, Series 2018-B2;


 


(v)      the
Moffett Towers II – Building 2 Whole Loan, that certain pooling and servicing agreement, dated as of March 1, 2018, among
Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as special servicer, Wells Fargo Bank, National Association, as certificate
administrator, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, as from time to time amended, supplemented or modified relating to the issuance of the Wells
Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates, Series 2018-C43; and


 


(vi)     any
Servicing Shift Whole Loan, after the applicable Servicing Shift Securitization Date, the related pooling and servicing agreement
governing the servicing of the Servicing Shift Whole Loan.


 


“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 (i) the Whole Loans identified as “Non-Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement, and (ii) on and after the related Servicing Shift Securitization
Date, the Whole Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole
Loan” chart in the Preliminary Statement.


 


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


 


“Non-Specially
Serviced Loan”: Any Mortgage Loan (other than a Non-Serviced Mortgage Loan, 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).


 






     -80-


     


    

 


“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 and in the case of the Class X-D Certificates, the Class X-D Notional Amount.


 


“NREC”: Natixis Real Estate
Capital LLC, a Delaware limited liability company, or its successor in interest.


 


“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.


 


“One State Street
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of December 20, 2017, by and between the holders
of the respective promissory notes evidencing the One State Street Whole Loan, setting forth the respective rights of such holders,
as the same may be amended in accordance with the terms thereof.


 


“Operating Advisor”:
Park Bridge Lender Services LLC, a New York limited liability company, 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).


 






     -81-


     


    

 


“Operating Advisor
Consultation Event”: The event that occurs when either (i) the HRR Certificates have an aggregate Certificate Balance
(as notionally reduced by any Appraisal Reduction Amounts allocable to such Class in accordance with Section 4.05(a) of
this Agreement) equal to or less than 25% of the initial aggregate Certificate Balance of the HRR Certificates, or (ii) a Control
Termination Event has occurred and is continuing (or a Control Termination Event would occur and be continuing if not for the last
proviso in the definition thereof) related to Classes of Certificates.


 


“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 or Servicing Shift Mortgage Loan), payable pursuant to
Section 3.05 of this Agreement; provided, however, that, subject to Section 3.26(h), 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 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 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 the 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 any REO Mortgage Loan (in each case, excluding any Companion Loan), the
fee payable to the Operating Advisor pursuant to Section 3.26(h).


 


“Operating Advisor
Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, the product of (a)
a rate equal to 0.00211% per annum with respect to all Mortgage Loans multiplied by (b) the Stated Principal Balance of
the Mortgage Loans and any REO Loans (in each case, excluding any Companion Loans). If the Operating Advisor has resigned pursuant
to the second paragraph of Section 3.26(m) or has been terminated pursuant to Section 3.26(i) and Section 3.26(j)
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 Whole Loan, for the benefit of the holders
of the related Companion Loan (as a collective whole as if such Certificateholders and the holders


 






     -82-


     


    

 


of
the related Companion Loans constituted a single lender, taking into account the pari passu or subordinate nature of any
such Companion Loan), 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), and 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, property managers, any Sponsor,
any Mortgage Loan Seller, the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Directing
Holder, 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 with respect to 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;


 






     -83-


     


    

 


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


 


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


 


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


 


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


 


“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, Class X-B Notional Amount and the Class X-D 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 Master
Servicer”: Any master servicer 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.


 


“Other Securitization”:
As defined in Section 11.06.


 






     -84-


     


    

 


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


 


“Other Special
Servicer”: The special servicer under an Other Pooling and Servicing Agreement.


 


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


 


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


 


“P&I Advance”:
As to any Mortgage Loan or any 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-RR Pass-Through Rate,
the Class F-RR Pass-Through Rate, the Class G-RR Pass-Through Rate, the Class NR-RR Pass-Through Rate, the Class X-A Pass-Through
Rate, the Class X-B Pass-Through Rate and the Class X-D Pass-Through Rate.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


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


 


“Percentage
Interest”: As to any Certificate (other than the Class Z and 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 Z and 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


 






     -85-


     


    

 


applicable,
of such Class of Certificates as of the Closing Date. With respect to a Class Z Certificate or 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 11.13.


 


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


 


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


 


(i)       direct
obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America,
Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the 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, any agency or instrumentality of the United States of America 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 with respect to which (A) with respect to Moody’s, (I) in the case of such investments with maturities
of thirty (30) days or less, the short-term debt obligations of which are rated in the highest short-term rating category by Moody’s
or the long-term debt obligations of which are rated at least “A2” by


 






     -86-


     


    

 


Moody’s, (II) 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 in the
highest short-term rating category by Moody’s and the long-term obligations of which are rated at least “A1”
by Moody’s, (III) 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 Moody’s and the long-term obligations
of which are rated at least “Aa3” by Moody’s and (IV) 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 Moody’s and
the long-term obligations of which are rated “Aaa” by Moody’s (or, in each case, if permitted by the related
Mortgage Loan, if not rated by Moody’s, otherwise acceptable to Moody’s, as confirmed in writing that such investment
would not, in and of itself, result in a downgrade, qualification or withdrawal of then current ratings assigned to the Certificates),
(B) with respect to Fitch, the commercial paper or other short-term debt obligations of such depository institution or trust company
are rated in the highest rating categories of each of Fitch and; or, in each case, such other rating as would not result in the
downgrading, withdrawal or qualification of then-current rating assigned by each Rating Agency to any Class of Certificates (or,
insofar as there is then outstanding any class of Serviced Companion Loan Securities that is then rated by such rating agency,
such class of securities) as evidenced in writing, (C) for maturities of less than three (3) months, a short-term rating of “R-1(high)”
by DBRS (if then rated by DBRS and, if not so rated, by two other NRSROs (which may be S&P and/or Fitch)), and (D) for maturities
greater than three (3) months, a long-term rating of “AAA” by DBRS (if then rated by DBRS and, if not so rated, by
two other NRSROs (which may be S&P and/or Fitch));


 


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


 


(iv)       debt
obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of
America or any state thereof which, (A) if such debt obligations have a term of three months or less, (1) the short-term obligations
of which corporation are rated in the highest short-term debt rating category of Fitch and (2) the short-term obligations of which
corporation are rated in the highest short-term rating category by Moody’s or the long-term obligations of which corporation
are rated at least “A2” by Moody’s, (B) if such debt obligations have a term of more than three months and not
in excess of six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating
Agency and the long-term obligations of which corporation are rated at least “Aa3” by Moody’s and (C) if such
debt obligations have a term of more than six months, the short-term obligations of which corporation are rated in the highest
short-term rating


 






     -87-


     


    

 


category by each Rating Agency and the long-term obligations of which corporation are rated “Aaa”
by Moody’s (or, in the case of any such Rating Agency as set forth in sub-clauses (A) through (C) above, such
lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); 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 30 days or less, the short
term obligations of which corporation are rated at least in the highest short-term debt rating category of Moody’s and “F1”
by Fitch, or the long-term obligations of which corporation are rated at least “A2” by Moody’s and “A”
by Fitch (if rated by such Rating Agency), (2) in the case of such investments with maturities of three months or less, but more
than 30 days, the short-term obligations of which are rated at least in the highest short-term debt rating category of 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)(A) in the case of such investments with maturities
of six months or less, but more than three months, 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) in the case of
such investments with maturities of six months or less, but more than three months, 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)(A) in the case of such investments with maturities of more
than six months, 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) in the case of such investments with maturities of more
than six months, 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);


 


(vi)     money
market funds (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep or the Wells Fargo
Money Market Funds) rated in the highest rating categories of each Rating Agency (if so rated by each such Rating Agency (and if
not rated by any such Rating Agency, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Fitch, KBRA,
DBRS, Moody’s, Morningstar and/or S&P)) and the highest money market fund category by Moody’s (or, if not rated
by Moody’s, otherwise acceptable to such Rating Agency, as confirmed in a Rating


 






     -88-


     


    

 


Agency Confirmation relating to the Certificates),
which may include the investments referred to in clause (i) above if so qualified that (a) have substantially all of their
assets invested continuously in the types of investments referred to in clause (i) above and (b) have net assets of not
less than $5,000,000,000;


 


(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 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


 


(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 as a 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


 






     -89-


     


    

 


appraisal
fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such party
with respect to any Mortgage Loan and Serviced Companion Loan (including any related REO Property) in accordance with this Agreement.


 


“Permitted Transferee”:
Any Person or any agent thereof other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate
Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the transfer)
to the effect that the transfer of an Ownership Interest in any Class R Certificate to such Person will not cause 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(n).


 


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


 


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


 


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


 


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


 


“Prepayment
Interest Excess”: For any Distribution Date and with respect to any Mortgage Loan (other than a Non-Serviced 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
but on or before the following Determination Date in such Collection Period, the amount of interest (net of the related Servicing
Fees and any Excess Interest), to the extent collected from the related Mortgagor (without regard to any Yield Maintenance Charge
actually collected), that actually accrued at a rate per annum equal to the sum of (x) the related Net Mortgage Rate for
such Mortgage Loan or Serviced Whole Loan, as applicable, and (y) the Certificate Administrator/Trustee Fee Rate, the Operating
Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License
Fee Rate, on the amount of such Principal Prepayment from such Due Date to, but not including, the date of such prepayment (or
any later date through which interest accrues). Prepayment Interest Excesses (to the extent not offset by Prepayment Interest Shortfalls
or


 






     -90-


     


    

 


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


 






     -91-


     


    

 


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


 


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


 


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


 


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


 


“Privileged
Information”: Any (i) correspondence between the Directing Holder and the Special Servicer related to any Specially Serviced
Loan (other than with respect to any Excluded Loan) or the exercise of the Directing Holder’s consent or consultation rights
under this Agreement, (ii) strategically sensitive information (including, without limitation, any information contained within
any Asset Status Report or Final Asset Status Report) that the Special Servicer has labeled and 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 Privileged Information 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.


 






     -92-


     


    

 


“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, arbitration parties, 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 officer’s certificate certifying that such party has determined that it is required by law, rule, regulation, order,
judgment or decree to disclose such information (which shall be an additional expense of the Trust) delivered to each of the Master
Servicer, the Special Servicer, the Directing Holder (other than with respect to any applicable Excluded Loan), the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee), required by law, rule, regulation, order, judgment
or decree to disclose such information.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Sponsors,
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 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 Non-Serviced Master Servicer, any Other Servicer, any Person (including the
related Directing Holder) 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 that:


 


(a)       (i)
if a Privileged Person is an Excluded Controlling Class Holder, then such Privileged Person shall not be entitled to receive any
Excluded Information via 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, and (ii) if a Privileged Person is a Borrower Party but not an Excluded Controlling Class Holder, then such Privileged
Person shall not be entitled to receive any information other than the Distribution Date Statement;


 


(b)       if
the Special Servicer obtains knowledge that it is a Borrower Party, the Special Servicer will nevertheless be a Privileged Person;
provided, however, that the Special Servicer may not directly or indirectly provide any information related to any
related Excluded Special Servicer Loan, which may include any Asset Status Reports, Final Asset Status Reports (or summaries thereof),
and such other information specified in this Agreement pertaining to such Excluded Special Servicer Loan to the related Borrower
Party, any of the Special Servicer’s employee or personnel or any of its Affiliates involved in the management of any investment
in the related Borrower Party or


 






     -93-


     


    

 


the related Mortgaged Property or, to its actual knowledge, any non-Affiliate that holds a direct
or indirect ownership interest in the related Borrower Party, and will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with these obligations; and


 


(c)       notwithstanding
clause (a) above, any Excluded Controlling Class Holder shall be permitted to reasonably request and obtain from the Master
Servicer or the Special Servicer, in accordance with terms 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 via the Certificate Administrator’s Website on account of it constituting Excluded Information).
Notwithstanding any provision to the contrary herein, neither the Master Servicer nor the Certificate Administrator shall have
any obligation to restrict access by the Special Servicer or any Excluded Special Servicer to any information related to any 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.


 


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 reasonably request and 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). Notwithstanding any of the foregoing to the contrary, if the Special
Servicer is a Borrower Party with respect to any Mortgage Loan, the Special Servicer shall nevertheless have access to the Master
Servicer’s website and the Certificate Administrator’s Website; provided that the Special Servicer hereby agrees
not to access, and is not permitted to access, Excluded Special Servicer Information with respect to any Excluded Special Servicer
Mortgage Loan (but shall be permitted to access any information with respect to any Mortgage Loan other than any related Excluded
Special Servicer Mortgage Loan) made available on the Master Servicer’s website and the Certificate Administrator’s
Website or otherwise pursuant to this Agreement. If the Special Servicer is a Borrower Party with respect to any Excluded Special
Servicer Mortgage Loan, the Special Servicer (i) shall not, directly or indirectly provide any information related to such Excluded
Special Servicer Mortgage Loan to (A) any related Borrower Party, (B) any employees or personnel of the Special Servicer or any
of its Affiliates involved in the management of any investment in any related Borrower Party or the related Mortgaged Property
or (C) to the extent known to the Special Servicer, any non-Affiliate that holds a direct or indirect ownership interest in any
related Borrower Party or the related Mortgaged Property, and (ii) shall maintain


 






     -94-


     


    

 


sufficient
internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause
(i) above.


 


“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).


 


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


 


“Prospectus”:
The Prospectus, dated April 5, 2018.


 


“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 (excluding for such purpose, the related Companion
Loan, if applicable)) as of the date of purchase; plus


 


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


 


(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 (excluding for such purpose, the related Companion Loan, if applicable)), if any; plus


 


(iv)     if
such Mortgage Loan (or the related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller, pursuant
to Section 6 of the applicable Mortgage Loan Purchase Agreement, the Asset Representations Reviewer Asset Review Fee (to the extent
not previously paid by


 






     -95-


     


    

 


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, an equivalent rating by (A) two other NRSROs (which may include
Fitch and/or DBRS) or (B) one NRSRO (which may include Fitch or DBRS) and A.M. Best Company, Inc.) (b) “A” by Fitch
(or, if not rated by Fitch, at least “A-”


 






     -96-


     


    

 


or
an equivalent rating as “A-” by one other NRSRO (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 by at least one of the following rating agencies of at least(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 Mortgage”:
A “qualified mortgage” within the meaning of Code Section 860G(a)(3), 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.


 


“Qualified Replacement
Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements applicable to
the Special Servicer 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 a
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) currently has a special servicer rating
of at least “CSS3” from Fitch, (vii) 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), and (viii) is currently
acting as a special servicer in a transaction rated by DBRS and has not been publicly cited by Moody’s or DBRS as having
servicing concerns as the sole or 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.


 


“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 Mortgage Loan with respect to which a Material Defect exists 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


 






     -97-


     


    

 


basis
of a 360 day year consisting of twelve 30-day months); (v) have a remaining term to stated maturity not greater than, and not
more than two (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 with respect to either the Directing Holder or, if the Directing
Holder is the Directing Certificateholder, the Holder of the majority of the Controlling Class, as applicable) by the Directing
Holder; (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. If 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 WAC 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


 






     -98-


     


    

 


shall send such certification to the Trustee, the Certificate
Administrator and, prior to the occurrence of a Consultation Termination Event, the Directing Holder.


 


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


 


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


 


“Rated Final
Distribution Date”: As to each Class of Certificates, the Distribution Date in April 2051.


 


“Rating Agency”:
Each of DBRS, Fitch and Moody’s 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 DBRS, Fitch and Moody’s 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 A-S, Class B, Class C,
Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR and Class NR-RR 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).


 






     -99-


     


    

 


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


 






     -100-


     


    

 



 


“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.


 


“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 “LNR Partners, LLC” [or
the applicable successor Special Servicer], as Special Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee,
for the registered Holders of CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2018-CX11 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).


 






     -101-


     


    

 


“REO
Loan”: Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan(s)) deemed
for purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding for so
long as the applicable portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced Mortgage
Loan) remains part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise has
the same terms and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation,
with respect to the calculation of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without
regard to the default on such predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have
an initial outstanding principal balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal
Balance, respectively, of its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition.
All amounts due and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the
related REO Acquisition, including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect
of a REO Loan. All amounts payable or reimbursable to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of the predecessor Mortgage
Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, any unpaid
Special Servicing Fees and Servicing Fees, additional Trust Fund expenses and any unreimbursed Advances, together with any interest
accrued and payable to the Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance with Section
3.03(d) or Section 4.03(d), shall continue to be payable or reimbursable to the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect
of an REO Loan. In addition, Unliquidated Advances and Nonrecoverable Advances with respect to such REO Loan, in each case, that
were paid from collections on the related Mortgage Loans and resulted in principal distributed to the Certificateholders being
reduced as a result of the first proviso in the definition of “Principal Distribution Amount” shall be deemed outstanding
until recovered. Notwithstanding anything to the contrary, with respect to each Serviced Whole Loan, no amounts relating to the
related REO Property or REO Loan allocable to the related 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), or with respect to an AB Subordinate Companion Loan, as set forth in the related
Intercreditor Agreement.


 


“REO
Mortgage Loan”: Any Mortgage Loan that has become an REO Loan. For the avoidance of doubt, an REO Mortgage Loan shall
not contain any portion of an REO Property allocable to a Companion 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


 



     -102-


     


    

 


 including, if applicable, the Trust’s beneficial interest in a
Non-Serviced Mortgaged Property acquired by the applicable Non-Serviced Special Servicer on behalf of, and in the name of, the
applicable Non-Serviced Trustee or a nominee thereof for the benefit of the certificateholders under the applicable Non-Serviced
Trust) through foreclosure, acceptance of a deed in lieu of foreclosure or otherwise in accordance with applicable law in connection
with the default or imminent default of a Mortgage Loan. References herein to the Special Servicer acquiring, maintaining, managing,
inspecting, insuring, selling or reporting or to Appraisal Reduction Amounts and Final Recovery Determinations with respect to
an “REO Property”, shall not include the Trust’s beneficial interest in a Non-Serviced Mortgaged Property. For
the avoidance of doubt, REO Property, to the extent allocable to a Companion Loan, shall not be an asset of the Trust Fund, any
Trust REMIC or the Grantor Trust.


 


“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 11.13.


 


“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).


 


“Required
Retention Amount”: $95,287,784 of the Certificate Balance of the HRR Certificates.


 


“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,


 



     -103-


     


    

 


 and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations
under the related Mortgage Loan Purchase Agreement, or (vi) the related Mortgage Loan is no longer property of the Trust as a
result of a sale or other disposition in accordance with this Agreement.


 


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


 


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


 


“Retained
Certificate Safekeeping Account”: With respect to the HRR Certificates, an account maintained by the Certificate Administrator
pursuant to this Agreement, which account shall be established at the direction of the Retaining Sponsor for the benefit of the
Holders of the HRR Certificates.


 


“Retained
Fee Rate”: An amount equal to 0.00125% per annum with respect to each Mortgage Loan.


 


“Retaining
Party”: Argentic or any Person that purchases the Certificates comprising the Required Retention Amount in accordance
with this Agreement and applicable laws and regulations.


 


“Retaining
Sponsor”: AREF, acting as retaining sponsor as such term is defined under § 244.3(b) of Credit Risk Retention Rules.


 


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


 


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


 


“Risk
Retention Affiliate” or “Risk Retention Affiliated”: An “affiliate of” or “affiliated
with” as such terms are defined in 12 C.F.R. 244.2 of the Credit Risk Retention Rule.


 


“Risk
Retention Certificates”: The HRR Certificates.


 


“Risk
Retention Certificateholder”: The holder of the HRR Certificates.


 






     -104-


     


    

 


“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”:
S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, or its successor 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).


 


“Schedule
AL Additional File”: The data file containing additional information or schedules regarding data points in the CREFC®
Schedule AL File in accordance with Item 1111(h)(4) of Regulation AB and Item 601(b)(103) of Regulation S-K under the Securities
Act.


 


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


 



     -105-


     


    

 


 include
all late payments of principal made by a Mortgagor with respect to the Mortgage Loans, including late payments in respect of a
delinquent balloon payment, received by the times described above in this definition, except to the extent those late payments
are otherwise available to reimburse the Master Servicer or the Trustee, as the case may be, for prior Advances, as described
above.


 


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 webpage, which shall initially be located within the Certificate Administrator’s Website (initially
“www.ctslink.com”), under the “Secure Data Room” 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”: A Serviced Whole Loan with one or more Subordinate Companion Loans. For the avoidance of doubt, the
111 West Jackson Whole Loan is a Serviced AB Whole Loan with respect to the trust.


 


“Serviced
Companion Loan”: A Companion Loan that is part of a Serviced Whole Loan.


 


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


 


“Serviced
Mortgage Loan”: Each of (i) the Mortgage Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement (ii) prior to the related Servicing Shift Securitization Date,
the Mortgage Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole
Loan” chart in the Preliminary Statement and (iii) any AB Mortgage Loan related to a Serviced AB Whole Loan, as applicable.


 


“Serviced
Pari Passu Companion Loans”: Each of (i) the Pari Passu Companion Loans related to a Whole Loan identified as “Serviced”
under the column entitled “Type” in the


 



     -106-


     


    

 


 “Whole Loan” chart in the Preliminary Statement, and (ii) prior
to the related Servicing Shift Securitization Date, the Pari Passu Companion Loans related to a Whole Loan identified as “Servicing
Shift” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement.


 


“Serviced
Pari Passu Mortgage Loan”: Each of (i) the Mortgage Loans identified as “Serviced” under the column entitled
“Type” in the “Whole Loan” chart in the Preliminary Statement which does not have a related AB Subordinate
Companion Loan and (ii) prior to the related Servicing Shift Securitization Date, the Mortgage Loans identified as “Servicing
Shift” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement.


 


“Serviced
Pari Passu Whole Loan”: Each of (i) the Whole Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement other than any such Whole Loan that is an AB Whole Loan, and
(ii) prior to the related Servicing Shift Securitization Date, the Whole Loans identified as “Servicing Shift” under
the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement other than any such
Whole Loan that is an AB 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 (i) the Whole Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement, and (ii) prior to the related Servicing Shift Securitization
Date, the Whole Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole
Loan” chart in the Preliminary Statement.


 


“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).


 






     -107-


     


    

 


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


 


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


  




 



     -108-


     


    

 





related Mortgage Loan or REO Loan in the same manner in which interest is
calculated in respect of such loans. With respect to each of the Serviced Companion Loans, the “Servicing Fee Rate”
shall be a per annum rate equal to 0.0025%.


 


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


 






     -109-


     


    

 


“Servicing
Shift Lead Note”: With respect to any Servicing Shift Whole Loan, as of any date of determination, the note or other
evidence of indebtedness and/or agreements evidencing the indebtedness of a Mortgagor under such Servicing Shift Whole Loan including
any amendments or modifications, or any renewal or substitution notes, as of such date, the sale of which to the related Non-Serviced
Trust will cause servicing to shift from this Agreement to the related Non-Serviced PSA pursuant to the terms of the related Intercreditor
Agreement for such Servicing Shift Whole Loan. As of the Closing Date, the Melbourne Hotel Portfolio Companion Loan identified
as note A-1 will be a Servicing Shift Lead Note related to the Trust.


 


“Servicing
Shift Mortgage Loan”: With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust Fund that
will be serviced under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the pooling and
servicing agreement entered into in connection with the securitization of the related Servicing Shift Lead Note on and after the
date of such securitization. As of the Closing Date, the Melbourne Hotel Portfolio Mortgage Loan will be a Servicing Shift Mortgage
Loan related to the Trust.


 


“Servicing
Shift Securitization Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing
Shift Lead Note is included in a related Non-Serviced Trust, provided that such holder of a Servicing Shift Lead Note provides
each of the parties to this Agreement (in each case only to the extent such party will not also be a party to the related Non-Serviced
PSA) with notice in accordance with the terms of the related Intercreditor Agreement that such Servicing Shift Lead Note is to
be included in such Non-Serviced Trust which notice shall include contact information for the related Non-Serviced Master Servicer,
the Non-Serviced Special Servicer, the Non-Serviced Certificate Administrator and the Non-Serviced Trustee.


 


“Servicing
Shift Whole Loan”: Any Whole Loan serviced under this Agreement as of the Closing Date, which includes the related Servicing
Shift Mortgage Loan included in the Trust Fund and one or more Pari Passu Companion Loans not included in the Trust Fund, but
the servicing of which is expected to shift to the pooling and servicing agreement entered into in connection with the securitization
of the related Servicing Shift Lead Note on and after the Servicing Shift Securitization Date. As of the Closing Date, the Melbourne
Hotel Portfolio Whole Loan will be a Servicing Shift Whole Loan with respect to the Trust.


 


“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 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


 






     -110-


     


    

 


(ii)          solely
in the case of a delinquent Balloon Payment, (A) after the date on which such Balloon Payment was due (except as described in
clause B below) or (B) in the case of a Mortgage Loan or Serviced Whole Loan delinquent with respect to the Balloon Payment
as to which the related Mortgagor delivered to the Master Servicer or the Special Servicer (and in either such case the Master
Servicer or the Special Servicer, as applicable, shall promptly deliver a copy thereof to the other servicer) on or before the
date on which that Balloon Payment was due, a refinancing commitment or otherwise binding application or other similar binding
document for refinancing from an acceptable lender or a signed purchase and sale agreement reasonably acceptable to the Special
Servicer, 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 Holder (other than with respect to an Excluded 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 Holder
(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 Holder (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 Holder
(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


 



     -111-


     


    

 


 interests of Certificateholders in the Mortgage Loan (or, in the case
of a Serviced Whole Loan, the interests of the Certificateholders or any related Companion Loan Holder in the Serviced Whole Loan),
and (iii) the default is likely to continue unremedied for the applicable grace period under the terms of such Mortgage Loan or
Serviced Whole Loan or, if no grace period is specified and the default is capable of being cured, for 30 days; provided
that any default that results in acceleration of the related Mortgage Loan or Serviced Whole Loan without the application of any
grace period under the related Mortgage Loan documents shall be deemed not to have a grace period; or


 


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


 



     -112-


     


    

 


 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”: a “significant obligor” within the meaning of Item 1101(k) of Regulation AB. For the avoidance
of doubt, there is no Significant Obligor under this Agreement.


 


“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 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 if 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, with respect
to net operating income information (in each case, subject to the related loan agreement) (a) for the Hilton Clearwater Beach
Resort & Spa Companion Loans, 30 days following the end of each calendar quarter, (b) for the Soho House Chicago Companion
Loan, 60 days following the end of each fiscal quarter, (c) for the Throggs Neck Companion Loan, 30 days following the end of
each fiscal quarter and (d) for the Melbourne Hotel Portfolio Companion Loan, 30 days following the end of each fiscal quarter.


 


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


 


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


 


“Soho
House Chicago Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of April 18, 2018, by and between
the holders of the respective promissory notes evidencing the Soho House Chicago Whole Loan, setting forth the respective rights
of such holders, as the same may be amended in accordance with the terms thereof.


 


“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 E-RR, Class F-RR,
Class G-RR and Class NR-RR Certificates; provided, however, that the Certificate Balances and/or Notional Amounts,
as applicable, of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
B, Class C, Class X-D 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 any Serviced Companion Loans, LNR Partners, LLC and its successors in interest and assigns, or any


 



     -113-


     


    

 



successor special servicer appointed as provided herein 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 (i) all ground leases, including any determination whether to cure any borrower defaults relating to any
ground lease, and (ii) all other leases in excess of the lesser of (y) 30,000 square feet and (z) 30% of the net rentable area
at the related Mortgaged Property so long as it is reviewable by the lender under the related Mortgage Loan documents;


 


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


 


(c)           approving
annual budgets for the related Mortgaged Property with respect to a Mortgage Loan with a debt service coverage ratio below 1.25x
(to the extent lender approval is required under the related Mortgage Loan documents) that provide for (i) operating expenses
equal to more than 110% of the amount that was budgeted therefor in the prior year or (ii) payments to Persons or entities known
by the Master Servicer to be affiliates of the related Mortgagor (excluding affiliated managers paid at fee rates agreed to at
the origination of the related Mortgage Loan or Serviced Whole Loan);


 


(d)           approving
rights of way and easements 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 approving consent to subordination of the related Mortgage Loan to
such rights of way and easements;


 


(e)           agreeing
to any modification, waiver, consent or amendment of the related Mortgage Loan or 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 (but
excluding non-monetary events of default other than defaults relating to transfers of interest in the related Mortgagor or the
existing collateral or material modifications of the existing collateral), (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 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;


 


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


 






     -114-


     


    

 


(g)          approving
any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance”,
“earn-out” or “holdback” escrows or reserves, including the funding or disbursement of any such amounts
with respect to any of the Mortgage Loans identified on Schedule 4, other than routine and/or customary escrow and reserve
fundings or disbursements for which the satisfaction of performance-related criteria is not required pursuant to the terms of
the related Mortgage Loan documents (for the avoidance of doubt, any request for the funding or disbursement of ordinary course
impounds, repair and replacement reserves, lender approved budget and operating expenses, and tenant improvements pursuant to
an approved lease, each in accordance with the related Mortgage Loan documents or any other funding or disbursement as mutually
agreed upon by the Master Servicer and the Special Servicer, shall not constitute a Special Servicer Decision);


 


(h)           in
circumstances where no lender discretion is required other than confirming satisfaction of the applicable terms of the related
Mortgage Loan documents (including determining whether any applicable terms or tests are satisfied), approving requests for any
release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan; provided that, in any case,
Special Servicer Decisions will not include (i) grants of easements or rights of way that do not materially affect the use or
value of the Mortgaged Property or the Mortgagor’s ability to make any payments with respect to the Mortgage Loan; (ii)
the release, substitution or addition of collateral securing any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced
Whole Loan in connection with a defeasance of such collateral; or (iii) requests that are related to any condemnation action that
is pending, or threatened in writing, and would affect a non-material portion of the related Mortgaged Property;


 


(i)            approving
any transfers of an interest in the Mortgagor under a Mortgage Loan (other than a Non-Serviced Mortgage Loan), unless such transfer
(i) is allowed under the terms of the related Mortgage Loan documents without the exercise of any lender approval or discretion
other than confirming the satisfaction of the other conditions to the transfer set forth in the related Mortgage Loan documents
that do not include any other approval or exercise of discretion, including a consent to transfer to any subsidiary or affiliate
of such Mortgagor or to a Person acquiring less than a majority interest in such Mortgagor and (ii) does not involve incurring
new mezzanine financing or a change in control of the Mortgagor;


 


(j)            any
modification, consent to a modification or waiver of any material term of any intercreditor or similar agreement (which will not
include any amendments to split or re-size notes consistent with the terms of any Intercreditor Agreement as to which the consent
of the holder of the related Mortgage Loan is not required) related to a Mortgage Loan (other than a Non-Serviced Mortgage Loan)
or Serviced Whole Loan, or any action to enforce rights with respect thereto;


 


(k)           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 Mortgagor; and


 






     -115-


     


    

 


(l)            any
approval of any casualty insurance settlements (unless such casualty insurance settlements are less than the threshold specified
in the related Mortgage Loan documents and there is no lender discretion provided for in the related Mortgage Loan documents,
including determining whether any conditions precedent have been satisfied) or condemnation settlements (unless such condemnation
settlements are immaterial and there is no lender discretion provided for in the related Mortgage Loan documents, including determining
whether any conditions precedent have been satisfied), 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 the Special Servicer may mutually agree, as contemplated
by Section 3.18(a), that the Master Servicer shall process any of the foregoing matters (as well as any Major Decision)
with respect to any Non-Specially Serviced Loan (provided that, the Master Servicer shall, without the need for any such
mutual agreement between the Master Servicer and the Special Servicer, process any Special Servicer Decision described in subclauses
(i) and (ii) of clause (e) of this definition of “Special Servicer Decision” with respect to any
Non-Specially Serviced Loan), in each case subject to the consent (or deemed consent) of the Special Servicer as obtained pursuant
to this Agreement. Except as specifically set forth in Section 3.11(a) and/or Section 3.11(c) with respect to assumption
application fees, defeasance fees and review fees relating to any Non-Specially Serviced Loan, the Master Servicer and the Special
Servicer shall each be entitled to 50% of any Excess Modification Fees, consent fees, ancillary fees (other than fees for insufficient
or returned checks), assumption fees, transfer fees, earnout fees and similar fees (other than assumption application fees, defeasance
fees and review fees) paid in connection with any Special Servicer Decision under clauses (e)(i) and (ii) and clause
(i) in connection with a Non-Specially Serviced Loan, whether or not the Master Servicer processes such request.


 


“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 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.


 






     -116-


     


    

 


“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


 


(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.


 






     -117-


     


    

 


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-RR, Class F-RR, Class G-RR and Class NR-RR Certificate.


 


“Subordinate
Companion Holder”: The holder of any AB Subordinate Companion Loan.


 


“Subsequent
Third-Party Purchaser”: A “third party purchaser” (as defined in the Credit Risk Retention Rules).


 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the
material servicing functions required to be performed by the Master Servicer, the Special Servicer or an Additional Servicer under
this Agreement, with respect to some or all of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in Section 3.20.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b), an amount equal to the excess,
if any, of the Purchase Price of the Mortgage


 



     -118-


     


    

 


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. If 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 (i) Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment
Conduit (REMIC) Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable
Income or Net Loss Allocation, or any successor forms, to be filed on behalf of each Trust REMIC due to its respective classification
as a REMIC under the REMIC Provisions and (ii) Internal Revenue Service Form 1041 or Internal Revenue Service Form 1099, as applicable,
or any successor forms to be filed on behalf of the Grantor Trust, together with any and all other information, reports or returns
that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental
taxing authority under any applicable provisions of federal tax law or Applicable State and Local Tax Law.


 


“Temporary
Regulation S Book-Entry Certificate”: As defined in Section 5.02(a).


 


“Termination
Purchase Amount”: The (a) sum of (1) the aggregate Purchase Price, excluding the amount described in clause (v)
of the definition of “Purchase Price”, of all the Mortgage Loans (exclusive of Specially Serviced Loans and REO Loans)
then included in the issuing entity, (2) the appraised value of the issuing entity’s portion of all REO Properties then
included in the issuing entity (which fair market value for any REO Property may be less than the Purchase Price for the corresponding
REO Loan), as determined by an appraiser selected by the Special Servicer and approved by the Master Servicer and the Controlling
Class, (3) the fair value of each Specially Serviced Loan as determined by the Special Servicer consistent with procedures required
for making such determinations in connection with the sale of a Defaulted Loan under this Agreement, and (4) if the 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 property, as determined by the related Non-Serviced Master Servicer in
accordance with clause (2) above, less (b) solely in the case where the Master Servicer is exercising such purchase right,
the aggregate amount of unreimbursed Advances and unpaid Servicing Fees remaining outstanding and payable solely to the Master
Servicer (which items will be deemed to have been paid or reimbursed to the Master Servicer in connection with such purchase).


 


“Test”:
As defined in Section 12.01(b)(iv).


 


“The
SoCal Portfolio Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of February 28, 2018, by and between
the holders of the respective


 



     -119-


     


    

 


promissory notes evidencing The SoCal Portfolio Whole Loan, setting forth the respective rights
of such holders, as the same may be amended in accordance with the terms thereof.


 


“Throggs
Neck Shopping Center Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of April 18, 2018, by and
between the holders of the respective promissory notes evidencing the Throggs Neck Whole Loan, setting forth the respective rights
of such holders, as the same may be amended in accordance with the terms thereof.


 


“Transaction
Parties”: As defined in Section 5.03(n).


 


“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.


 


“Transfer
Restriction Period”: The period from the Closing Date to the earlier of (a) to the latest of (i) the date on which the
aggregate unpaid principal balance of all outstanding Mortgage Loans has been reduced to 33.0% of the aggregate Cut-off Date Balance
of the Mortgage Loans; (ii) the date on which the aggregate outstanding principal balance of the Principal Balance Certificates
has been reduced to 33.0% of the aggregate outstanding principal balance of the Balance Certificates as of the Cut-off Date; and
(iii) two years after the Closing Date; or (b) subject to the consent of the Retaining Sponsor (which may not be unreasonably
withheld, delayed or conditioned), the date on which the Credit Risk Retention Rules have been officially abolished or officially
determined by the OCC, the Board of Governors of the Federal Reserve System, the FDIC, the Federal Housing Finance Agency, the
Commission and the Department of Housing and Urban Development to be no longer applicable to the Trust or the HRR Certificates;
provided that such restrictions shall also expire on the date on which all Mortgage Loans have been defeased in accordance
with the risk retention requirements set forth in §244.7(b)(8)(i) of the Credit Risk Retention Rules.


 


“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(o)(ii).


 


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


 


“Transferor
Letter”: As defined in Section 5.03(o)(ii).


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “CSAIL 2018-CX11 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


 



     -120-


     


    

 


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 Excess Interest Distribution Account, the Interest Reserve Account, the
Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account
(to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any
Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor
under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests;
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
REMIC”: As defined in the Preliminary Statement.


 


“Trustee”:
Wells Fargo Bank, National Association, or its successor in interest, in its capacity as trustee and its successors in interest,
or any successor trustee appointed as herein provided.


 


“UCC”:
The Uniform Commercial Code, as enacted in each applicable state (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.


 


“Underwriters”:
Credit Suisse Securities (USA) LLC, Natixis Securities Americas LLC and Barclays Capital Inc.


 


“Uninsured
Cause”: Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is
not fully reimbursable by the hazard insurance policies or flood insurance policies required to be maintained pursuant to Section
3.07.


 






     -121-


     


    

 


“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.


 


“Unsolicited
Information”: As defined in Section 12.01(b)(iii).


 


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


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the registered Holders of CSAIL 2018-CX11 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-CX11, 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.


 






     -122-


     


    

 


“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 Z and Class R Certificates, (ii) 2% in the case of the Class X-A, Class X-B and Class X-D 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), the Operating Advisor pursuant to Section 3.26(i) or the Asset Representations Reviewer
pursuant to Section 12.05, taking into account any notional reduction in the Certificate Balance for Cumulative Appraisal
Reduction Amounts allocated to the Principal Balance Certificates pursuant to Section 4.05(a)) 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(i), taking into account any notional
reduction in the Certificate Balance for Cumulative Appraisal Reduction Amounts allocated to the Principal Balance 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 Voting Rights of any class of certificates shall be allocated among
Certificateholders of such class in proportion to their respective Percentage Interests. None of the Class R or Class Z Certificates
will be entitled to any Voting Rights.


 


“WAC
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).


 


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22) or successor
provisions.


 






     -123-


     


    

 


“WHFIT
Regulations”: Treasury Regulations Section 1.671-5, as amended or successor provisions.


 


“WHMT”:
A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor
provisions.


 


“Whole
Loan”: With respect to any Mortgage Loan with a related Companion Loan, such Mortgage Loan and its related Companion
Loan(s), collectively, as identified in the “Whole Loan” chart in the Preliminary Statement. With respect to each
Whole Loan, references herein to each such Whole Loan shall be construed to refer to the aggregate indebtedness under the related
Mortgage Loan and the related Companion Loan(s).


 


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


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms,
would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent
that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or before
the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued and unpaid
interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified loan documents.
That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right
of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout
Fee”: The fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c).


 


“Workout
Fee Rate”: With respect to each Corrected Loan, a rate equal to the lesser of (a) 1.0% of each collection (other than
Penalty Charges and Excess Interest) of interest and principal (other than any amount for which a Liquidation Fee would be paid),
including (i) Periodic Payments, (ii) Balloon Payments, (iii) Principal Prepayments and (iv) payments at maturity or on the Anticipated
Repayment Date, received on each Corrected Loan for so long as it remains a Corrected Loan and (b) such lower rate as would result
in a Workout Fee of $1,000,000 (or, if the rate in clause (a) above would result in a Workout Fee that would be less than
$25,000 when applied to each expected payment of principal and interest (other than default interest) on any Mortgage Loan (or
Whole Loan, if applicable) becomes a Corrected Loan through and including the then related maturity date, then the Workout Fee
Rate shall be a rate equal to such higher rate as would result in a Workout Fee equal to $25,000 when applied to each expected
payment of principal and interest (other than default interest) on any Mortgage Loan (or Whole Loan, if applicable) becomes a
Corrected Loan through and including the then related maturity date).


 






     -124-


     


    

 


“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.


 


“Yorkshire
& Lexington Towers Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of October 3, 2017, by and
between the holders of the respective promissory notes evidencing the Yorkshire & Lexington Towers Whole Loan, setting forth
the respective rights of such holders, as the same may be amended in accordance with the terms thereof.


 


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 three hundred sixty (360) day year consisting of twelve (12) 30-day months.


 


(ii)         Any
Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer
or the Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates,
Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with
the Servicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal
balance of such Mortgage Loan on which interest accrues.


 


(iii)        Any
reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall refer
to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect to (a)
any distributions made with respect to such Class of Principal Balance Certificates on such Distribution Date pursuant to Section
4.01(a), (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.


 


(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, if 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


 



     -125-


     


    

 


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 (and any Pari Passu Companion Loan(s), on a pro rata
basis).


 


Section
1.03     Certain Constructions. For purposes of this Agreement, references to the most
or next most subordinate Class of Certificates outstanding at any time shall mean the most or next most subordinate Class of Certificates
then outstanding as among the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C,
Class D, Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates. For purposes of this Agreement, each Class of Certificates
(other than the Class X-A, Class X-B, Class X-D, Class Z and Class R Certificates) shall be deemed to be outstanding only to the
extent its respective Certificate Balance has not been reduced to zero. For purposes of this Agreement, the Class Z Certificates
shall be outstanding so long as any ARD Loan is outstanding. For purposes of this Agreement, the Class R Certificates shall be
outstanding so long as the Trust Fund has not been terminated pursuant to Section 9.01 of this Agreement or any other Class
of Certificates remains outstanding. For purposes of this Agreement, each of the Class X Certificates shall be deemed to be outstanding
until their respective Notional Amounts have been reduced to zero.


 


Notwithstanding
anything to the contrary contained herein, for purposes of this Agreement, each reference to any action by the Master Servicer
or the Special Servicer that is subject to the consent or approval of the Directing Holder, or consultation with the Directing
Holder or the Operating Advisor, shall in each case be further subject to the determination by the Master Servicer or the Special
Servicer that taking or refraining from taking the action as proposed by the Directing Holder or the Operating Advisor or not
taking such action as proposed by the Master Servicer or the Special Servicer if the Directing Holder fails to grant its consent
or approval, or if the Directing Holder or the Operating Advisor, as applicable, fail to express their concurrence, to any action
proposed to be taken by the Master Servicer or the Special Servicer, in each case, is consistent with the Servicing Standard.
In each case, (a) if the response by the Directing Holder or the Operating Advisor hereunder is inconsistent with the Servicing
Standard, the Master Servicer or the Special Servicer shall take such action as is consistent with the Servicing Standard, and
(b) if the Master Servicer or the Special Servicer determines that immediate action is necessary to protect the interests of the
Certificateholders and, in the case of


 



     -126-


     


    

 


any Serviced Whole Loan, the related Serviced Companion Loan Noteholders (as a collective
whole as if such Certificateholders and Serviced Companion Loan Noteholders, as applicable, constituted a single lender (and with
respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate nature of such
Subordinate Companion Loan)), and the Master Servicer or the Special Servicer, as applicable, has made a reasonable effort to
contact the Directing Holder or the Operating Advisor, as applicable, it may take such action without waiting for a response from
the Directing Holder or the Operating Advisor, as applicable; provided that the Special Servicer or Master Servicer, as
applicable, shall provide the Directing Certificateholder or the Operating Advisor, if applicable, with prompt written notice
following such action including a reasonably detailed explanation of the basis for such action.


 


[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; (iii) with respect to those Mortgage Loans that were closed
in April 2018 but have their first Due Date after April 2018, any interest amounts relating to the period prior to the
Cut-off Date); and (iv) any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans. 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


 



     -127-


     


    

 


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 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 ten (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 (if intended to be recorded or
filed), 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


 



     -128-


     


    

 


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 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 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, “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of registered holders of CSAIL 2018-CX11 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-CX11”, and a copy to the Custodian or, if such
original has been submitted by the


 



     -129-


     


    

 


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 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 substantially in the form of Exhibit H hereto 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


 



     -130-


     


    

 


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 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. If 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


 



     -131-


     


    

 


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, 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 Hilton Clearwater Beach Resort & Spa, Melbourne
Hotel Portfolio, Ohio Limited Service Hotel Portfolio, Hyatt House Broomfield Hotel, Candlewood Suites Secaucus Meadowland, Staybridge
Suites Myrtle Beach, Best Western Castillo Del Sol, La Quinta Dallas Grand Prairie, Best Western Plus Liberty Lake, Best Western
Plus Diamond Valley Inn, Quality Inn O’Hare, Candlewood Suites Athens and Candlewood Suites Fort Wayne 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). If the Master Servicer is unable to acquire any such replacement comfort letter (or new document
or acknowledgement, as applicable) within one hundred twenty (120) days of the Closing Date, the Master Servicer shall notify
the related Mortgage Loan Seller that no such replacement comfort letter has been received.


 


(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


 



     -132-


     


    

 


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”).


 


(i)            On
or before the Closing Date, the Depositor shall deliver the Initial Schedule AL File, any Initial Schedule AL Additional File
and Annex A-1 to the Prospectus in EDGAR-Compatible Format and Microsoft Excel format to the Master Servicer at NoticeAdmin@midlandls.com.


 


(j)            Notwithstanding
anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection with a Servicing Shift
Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to this Agreement (other
than the endorsements to the Note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier of (i) the related
Servicing Shift Securitization Date, in which case such instruments shall be assigned and recorded in accordance with the related
Non-Serviced PSA, (ii) 180 days following the Closing Date, and (iii) such Servicing Shift Whole Loan becoming a Specially Serviced
Loan prior to such Servicing Shift Securitization Date, in which case assignments and recordations shall be effected in accordance
with this Section 2.01 until the occurrence, if any, of such Servicing Shift Securitization Date, (2) no letter of credit
need be amended (including, without limitation, to change the beneficiary thereon) until the earlier of (i) the related Servicing
Shift Securitization Date, in which case such amendment shall be in accordance with the related Non-Serviced PSA, (ii) 180 days
following the Closing Date, and (iii) such Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to such Servicing
Shift Securitization Date in which case such amendment shall be effected in accordance with the terms of this Section 2.01,
and (3) on and following such Servicing Shift Securitization Date, the Person selling the related Servicing Shift Lead Note to
the related Non-Serviced Depositor, at its own expense, shall be (a) entitled to direct in writing, via a Request for Release,
which may be conclusively relied upon by the Custodian, the Custodian to deliver the originals of all the Mortgage Loan documents
relating to such Servicing Shift Whole Loan in its possession (other than the original Note(s) evidencing such Servicing Shift
Mortgage Loan) to the related Non-Serviced Trustee or the related Non-Serviced Custodian, (b) if the right under clause (a)
is exercised, required to cause the retention by or delivery to the Custodian of photocopies of Mortgage Loan documents related
to such Servicing Shift Whole Loan so delivered to such Non-Serviced Trustee or such Non-Serviced Custodian, (c) entitled to cause
the completion (or, in the event of a recordation as contemplated by clause (1)(ii) of this paragraph, the preparation,
execution and delivery) and recordation of instruments of assignment in the name of the related Other Trustee or related Non-Serviced
Custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies
of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer to transfer, and to
cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow Payments, reserve
funds and items specified in clauses (9), (12) (14) and (18) of the definition of “Mortgage File”
for such Servicing Shift Whole Loan to the related Other Servicer.


 






     -133-


     


    

 


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 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 (or with respect to a Qualified Substitute Mortgage Loan within sixty (60) days after the
Due Date in the month of substitution), 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 Holder (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 with
respect to the Directing Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of
the Controlling Class), the Operating Advisor, the Asset Representations Reviewer and the applicable Mortgage Loan Seller (as
to each Mortgage Loan listed in the Mortgage Loan Schedule) 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).


 






     -134-


     


    

 


(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 Holder (so long as no Consultation
Termination Event shall have occurred and be continuing and only with respect to the Mortgage Loans other than any Excluded Loan
with respect to the Directing Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority
of the Controlling Class), 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 (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
Holder, in its sole judgment, may (other than with respect to any Excluded Loan with respect to the Directing Holder or, if the
Directing Holder is the Directing Certificateholder, or the Holder of the majority of the Controlling Class and, with respect
to any other Mortgage Loan, only if no Control Termination Event is continuing), and the Special Servicer may, in accordance with
the Servicing Standard, during 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


 



     -135-


     


    

 


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 if 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 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


 



     -136-


     


    

 


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 Certificate Administrator, the Directing Holder, 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 the 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


 



     -137-


     


    

 


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.


 


If
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian
receives a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such Repurchase Request
to the Master Servicer, if relating to a Non-Specially Serviced Loan, or to the Special Servicer, if relating to a Specially Serviced
Loan or REO Property, and include the following statement in the related correspondence: “This is a ‘Repurchase Request’
under Section 2.02 of the Pooling and Servicing Agreement relating to the CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2018-CX11 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.


 


If
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 the Special Servicer (with respect to Specially Serviced Loans) shall promptly notify the
Depositor of such repurchase or replacement.


 






     -138-


     


    

 


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 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 Holder, the Master Servicer, the Special Servicer, the Certificate Administrator, Operating
Advisor (solely in its capacity as


 



     -139-


     


    

 


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 Holder, 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 Holder, and the Master Servicer (if the related Mortgage Loan is a Non-Specially Serviced Loan) or the 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, the earlier of (x) the discovery by the Mortgage Loan Seller or any
party to this Agreement of such Material Defect or (y) receipt of notice of a discovery of such Material Defect from any party
to this Agreement by the Mortgage Loan Seller, (such ninety (90) day period, the “Initial Cure Period”), (A)
cure such Material Defect in all material respects, at such Mortgage Loan Seller’s own expense, including reimbursement
of any related reasonable additional expenses of the Trust reasonably incurred by any party to this Agreement, (B) repurchase
the affected Mortgage Loan or REO Mortgage Loan (excluding any related Companion Loan, if applicable) 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


 



     -140-


     


    

 


Operating Advisor and (other than with respect
to an Excluded Loan and only while no Consultation Termination Event is continuing), the Directing Holder, 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; and provided, further, that, if any such Material
Defect is still not cured after the Initial Cure Period and any such Extended Cure Period solely due to the failure of the Mortgage
Loan Seller to have received the recorded document, then the Mortgage Loan Seller shall be entitled to continue to defer its cure,
substitution or repurchase obligations in respect of such Material Defect so long as the Mortgage Loan Seller certifies to the
Trustee, the Special Servicer, the Master Servicer and the Certificate Administrator every 30 days thereafter that the Material
Defect is still in effect solely because of its failure to have received the recorded document and that the Mortgage Loan Seller
is diligently pursuing the cure of such defect (specifying the actions being taken), except that no such deferral of cure, substitution
or repurchase may continue beyond the date that is 18 months following the Closing Date. Any such repurchase or substitution of
a Mortgage Loan shall be on a whole loan, servicing released basis. Notwithstanding the foregoing, any Material Defect which causes
any Mortgage Loan not to be 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.


 


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, for so long as no Control Termination Event has occurred and is continuing and in respect
of any Mortgage Loan that is not a Servicing Shift Mortgage Loan or an Excluded Loan, the consent of the Directing Holder) (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


 



     -141-


     


    

 


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
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 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 if 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 by the Special Servicer to the Master Servicer, who shall then remit such funds)
to the applicable Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt. Notwithstanding


 



     -142-


     


    

 



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 cure,
repurchase or substitute for (or make a Loss of Value Payment with respect to) the related Mortgage Loan 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 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 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),


 



     -143-


     


    

 


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 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,
if 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.


 


(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,


 



     -144-


     


    

 


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; provided that the foregoing in no way limits the ability of the Master Servicer, Special Servicer
or Trustee to take any action against Benefit Street Partner Realty Trust, Inc. (or its successors in interest) to the extent
provided for pursuant to the related Mortgage Loan Purchase Agreement, including, without limitation, pursuant to Sections 20
and 21 thereof.


 


(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 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


 



     -145-


     


    

 


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. If the remaining Crossed Underlying Loans in such Crossed Mortgage 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,


 



     -146-


     


    

 


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 Master Servicer or, with respect to a Specially Serviced Loan, the 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)
If 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”), such party shall promptly forward
that Certificateholder Repurchase Request to the related Mortgage Loan Seller and each other party to this Agreement. Subject
to Section 2.03(l), the Master Servicer (in the case of Non-Specially Serviced Loans) and the 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)         If
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.


 






     -147-


     


    

 


(iii)        If
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 Holder 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 (a “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 after such 30-day
period shall not be taken into consideration, (b) a statement that if 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


 



     -148-


     


    

 


“Dispute Resolution
Cut-off Date”) indicating its intent to exercise its right to refer the matter to either mediation or arbitration. If
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 against the related Mortgage Loan Seller, subject to the consent or consultation
rights of the Directing Holder 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”).


 






     -149-


     


    

 


(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 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) shall 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)       If
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 (other than a member
of the Controlling Class or LNR Partners, LLC, as Special Servicer) 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 if the initial method is unsuccessful.


 






     -150-


     


    

 


 


(m)         If
the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


 


(i)           The
mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan Seller
(such provider, the “Mediation Services Provider”) in accordance with published mediation procedures (the “Mediation
Rules”) promulgated by the Mediation Services Provider.


 


(ii)          The
mediator shall be impartial, an attorney and have at least fifteen (15) years of experience in commercial litigation and either
commercial real estate finance or commercial mortgage-backed securitization matters or other complex commercial transactions and
who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a list of at
least ten potential mediators by the Mediation Services Provider each party will have the right to exercise two peremptory challenges
within fourteen (14) days and to rank the remaining potential mediators in order of preference. The Mediation Services Provider
shall select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent
possible.


 


(iii)         The
parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10 Business
Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.


 


(iv)         The
expenses of any mediation will be allocated among the parties to the mediation, including, if applicable, between the Enforcing
Party and Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


(n)          If
the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)           The
arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan
Seller (such provider, the “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.


 






     -151-


     


    

 


(iii)         Prior
to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of
bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)         After
consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment, the arbitrator
shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of
expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule,
hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of
Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing and post
hearing motions), and will do so by reasoned decision on the motion of any party to the arbitration.


 


(v)          Notwithstanding
whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration
will be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good faith
voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably and in
good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions (excluding
Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator shall have the ability to grant
the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause is shown that such
additional discovery is reasonable and necessary.


 


(vi)         The
arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission of any
post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage Loan Purchase
Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent with those
agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted
by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the
Prime Rate. In its 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.


 






     -152-


     


    

 


(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 shall not be disclosed or shared with
any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory
requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a
third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly notify
the other party to the resolution procedure and shall provide the other party with a reasonable opportunity to object to the production
of its confidential information.


 


(iv)         If
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 Holder (provided that no Consultation Termination
Event has occurred and is continuing and an Excluded Loan is not involved), 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, shall provide that if 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


 






     -153-


     


    

 


Enforcing Servicer acting on its behalf shall be responsible for any
such costs and expenses allocated to the Requesting Certificateholder.


 


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


 


(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, subject to Section 2.01 and Section 2.02, the delivery to the Custodian
of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together
with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently
with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest) and the other assets
comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the
Lower-Tier Regular Interests and the Class LR Interest to the Depositor; (ii) acknowledges the creation of the Grantor Trust
(as described in Section 2.05 below); and (iii) acknowledges the contribution by the Depositor of the Lower-Tier
Regular Interests to the Upper-Tier REMIC; and (iv) immediately thereafter, in exchange for the Lower-Tier Regular Interests
and together with, in the case of the Class Z Certificates, the Depositor’s interest in the Grantor Trust, the Trustee
acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate
Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the
Depositor, the Regular Certificates, the Class Z Certificates and the Class R Certificates, and the Depositor hereby
acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire
beneficial ownership of the Upper-Tier REMIC (and, (y) in the case of the Class Z


 






     -154-


     


    

 


Certificates,
the beneficial ownership of the Grantor Trust, and (z) in the case of the Class R Certificates, the Class LR Interest and the
Class UR Interest).


 


Section
2.05      Creation of the Grantor Trust. The Class
Z Certificates are hereby designated as undivided beneficial interests in the portion of the Trust Fund consisting of the Class
Z Specific Grantor Trust Assets, which portion shall be treated as a grantor trust within the meaning of subpart E, part I of
subchapter J of the Code.


 


[End
of ARTICLE II]


 


Article
III



ADMINISTRATION AND

SERVICING OF THE TRUST FUND


 


Section
3.01      The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage
Loans, the Serviced Companion Loans and REO Properties. (a) Each of the Master Servicer and Special Servicer shall diligently
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
(as holder of the Lower-Tier Regular Interests) 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 the
Special Servicer, as the case may be, in its reasonable judgment), in accordance with applicable law, the terms of this Agreement
(and, with respect to each Serviced Whole Loan or any Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement)
and the terms of the respective Mortgage Loans and, if applicable, the related Companion Loan, taking into account the subordinate
or pari passu nature of the Companion Loan, as the case may be. With respect to each Serviced Whole Loan, in the event
of a conflict between this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall control;
provided that in no event shall the Master Servicer or the Special Servicer, as the case may be, take any action or omit
to take any action in accordance with the terms of any Intercreditor Agreement that would cause the Master Servicer or the Special
Servicer, as the case may be, to violate the Servicing Standard or the REMIC Provisions. 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


 






     -155-


     


    

 


of
timely 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 with respect to 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”).


 


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, except in the case of Section 2.03(f) and Section 2.03(k)
through Section 2.03(o)), 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 or Special Servicer 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


 






     -156-


     


    

 


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 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


 






     -157-


     


    

 


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 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 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 the Special Servicer, as applicable,
shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding
(or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable,
made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to
obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative
capacity)) or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be required to be registered
to do business in any state.


 






     -158-


     


    

 


(c)          To
the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan documents
(including any related Intercreditor Agreement) to exercise its discretion with respect to any action that 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.


 


(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


 






     -159-


     


    

 


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.


 


(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, pro rata and pari passu, by the Trust and Serviced Pari


 






     -160-


     


    

 


Passu
Companion Loan, in accordance with the respective outstanding principal balances of the related Mortgage Loan and Serviced Pari
Passu Companion Loan.


 


(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 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 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


 






     -161-


     


    

 


Non-Serviced
Master Servicer and Non-Serviced Special Servicer in accordance with the related Non-Serviced PSA, and (ii) if (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 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); provided that with respect to each Mortgage
Loan that has an Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related
Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the
failure of the related Mortgagor to make any payment of Excess Interest, other than requests for collection, until the Maturity
Date of the related Mortgage Loan or until the outstanding principal balance of such Mortgage Loan (exclusive of any portion representing
accrued Excess Interest) has been paid in full); provided, further, that the Master Servicer or the Special Servicer,
as the case may be, may take action to enforce the Trust’s right to apply excess cash flow to principal in accordance with
the terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, as applicable, may in its


 






     -162-


     


    

 


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) or to the extent otherwise agreed to by the related Mortgagor in connection with
the workout of a Mortgage Loan, 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;


 


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 and
Excess 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 or second, 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);


 


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 and


 






     -163-


     


    

 


Excess
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);


 


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


 


thirteenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


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


 






     -164-


     


    

 


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;


 


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 and Excess
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) 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 or second above, 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 and Excess 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) on earlier dates);


 






     -165-


     


    

 


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;


 


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


 


tenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided
that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan
becomes an REO Loan, the treatment of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to
the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further,
that with respect to each Mortgage Loan related to a Serviced Whole Loan, amounts collected with respect to the related
Serviced Whole Loan shall be allocated first pursuant to the terms of the related Intercreditor Agreement and then, any
amounts allocated to the related Serviced Mortgage Loan shall be subject to application as described above.


 


(iii)         Notwithstanding
clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions of payments
pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor, such
amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance
and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion Loan, as
applicable, in accordance with Section 3.02(b)(ii) above.


 


(c)          To
the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced
Companion Loan and the related Intercreditor Agreement) and applicable law, the Master Servicer shall apply all Insurance and
Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related Mortgage Loan or
Companion Loan as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding the month in
which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii) above.


 


(d)          If
the Master Servicer or the Special Servicer receives Excess Interest prior to the Determination Date for any Collection Period,
or receives notice from the related Mortgagor that the Master Servicer or the Special Servicer will be receiving Excess Interest
prior to the Determination Date for any Collection Period, the Master Servicer or the Special Servicer, as the case may be, shall
notify the Trustee and Certificate Administrator two (2) Business Days


 






     -166-


     


    

 


prior
to the related Distribution Date in the CREFC® Loan Periodic Update File. None of the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee shall be responsible for any failure of the related Mortgagor to pay any
such Excess Interest or prepayment penalty. The preceding statements shall not, however, be construed to limit the provisions
of Section 3.02(a).


 


(e)          With
respect to any Mortgage Loan in connection with which the Mortgagor was required to escrow funds or to post a letter of credit
related to obtaining certain performance objectives described in the applicable Mortgage Loan documents, the Master Servicer shall,
to the extent consistent with the Servicing Standard, hold such escrows, letters of credit and proceeds thereof as additional
collateral and not apply such items to reduce the principal balance of such Mortgage Loan or Serviced Companion Loan, unless otherwise
required to do so pursuant to the applicable Mortgage Loan documents, applicable law or court order.


 


(f)           Promptly
following the Closing Date, and, with respect to any Servicing Shift Mortgage Loan, promptly following receipt of written notice
by the Certificate Administrator of the related Servicing Shift Securitization 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;


 






     -167-


     


    

 


(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.


 


(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.


 






     -168-


     


    

 


(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 (i) 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 and (ii) the date prior to the date after which any penalty or interest would accrue
in respect of such taxes or assessments. The Special Servicer shall give the Master Servicer and the Trustee no less than five
(5) Business Days’ written (facsimile or electronic) notice before the date on which the Master Servicer is requested to
make any Servicing Advance with respect to a given Specially Serviced Loan or REO Property; provided, however, that
only two (2) Business Days’ written (facsimile or electronic) notice shall be required in respect of Servicing Advances
required to be made on an emergency or urgent basis provided, further, that the Special Servicer shall not be entitled
to make such a request (other than for Servicing Advances required to be made on an urgent or emergency basis) more frequently
than once per calendar month (although such request may relate to more than one Servicing Advance). The Master Servicer may pay
the aggregate amount of such Servicing Advances listed on a monthly request to the Special Servicer, in which case the Special
Servicer shall remit such Servicing Advances to the ultimate payees. The Special Servicer shall have no obligation to make any
Servicing Advances; provided that in an urgent or emergency situation requiring the making of a Servicing Advance, the
Special Servicer may make a Servicing Advance. Within five (5) Business Days of making such a Servicing Advance, the Special Servicer
shall deliver to the Master Servicer request for reimbursement for such Servicing Advance, along with all information and documentation
in the Special Servicer’s possession regarding the subject Servicing Advance as the Master Servicer may reasonably request,
and the Master Servicer shall be obligated, out of such Master Servicer’s own funds, to reimburse the Special Servicer for
any unreimbursed Servicing Advances (other than Nonrecoverable Servicing Advances) made by the Special Servicer pursuant to the
terms hereof), together with interest thereon at the Reimbursement Rate from the date made to, but not including, the date of
reimbursement. Such reimbursement and any accompanying payment of interest shall be made within five (5) Business Days of the
written request therefor pursuant to the preceding sentence by wire transfer of immediately available funds to an account designated
in writing by the Special Servicer. Upon the Master Servicer’s reimbursement to the Special Servicer of any Servicing Advance
and payment to the Special Servicer of interest thereon, all in accordance with this Section 3.03, the Master Servicer
shall for all purposes of this Agreement be deemed to have made such Servicing Advance at the same time as the Special Servicer
actually made such Servicing Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed for such Servicing
Advance, together with interest thereon at the Reimbursement Rate, at the same time, in the same manner and to the same extent
as the Master Servicer would otherwise have been entitled if it had actually made such Servicing Advance at the time the Special
Servicer did.


 






     -169-


     


    

 


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
out of general collections.


 


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 not be binding on the Master
Servicer or Trustee. On the first Business Day after the Determination Date for the related Distribution Date, the Special Servicer
shall report to the Master Servicer if the Special Servicer determines any Servicing Advance previously made by the Master Servicer
with respect to a Specially Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance and such non-recoverability determination
may be conclusively relied upon by, and shall be binding upon, the Master Servicer. Notwithstanding anything to the contrary in
this Agreement, in the absence of any determination by the Special Servicer that a 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 permitted to make its own determination that any such Servicing 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


 






     -170-


     


    

 


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 the Special Servicer, as applicable) has determined that a Servicing Advance with respect to such
expenditure would be a Nonrecoverable Servicing Advance (unless, with respect to Specially Serviced Loans or REO Loans, the Special
Servicer has notified the Master Servicer to not make such expenditure), where making such expenditure would prevent (i) the related
Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority
of the lien of the related Mortgage, or the loss of any security for the related Mortgage Loan or Serviced Companion Loan; provided
that in each instance, the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing
Standard (as evidenced by an Officer’s Certificate delivered to the Trustee) that making such expenditure is in the best
interest of the Certificateholders (and, if applicable, the Companion Holders), all as a collective whole (taking into account
the subordinate or pari passu nature of any Companion Loans, as the case may be). The Master Servicer or Trustee may elect
to obtain reimbursement of Nonrecoverable Servicing Advances from the Trust pursuant to the terms of Section 3.17(c). The
parties acknowledge that pursuant to the applicable Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated
to make servicing advances with respect to the related Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall
be entitled to reimbursement for Nonrecoverable Servicing Advances with respect to such Non-Serviced Whole Loan (with, in each
case, any accrued and unpaid interest thereon provided for under the applicable Non-Serviced PSA) in the manner set forth in the
applicable Non-Serviced PSA and the applicable Non-Serviced Intercreditor Agreement.


 


(d)          In
connection with its recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account maintained
as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee, the Special
Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any amounts
then on deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued on the amount
of such Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.17(c),
the Master Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding Servicing
Advance as soon as practically possible after funds available for such purpose are deposited in the Collection Account (or any
Companion Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the
Master Servicer’s or the Trustee’s options and rights to defer recovery


 






     -171-


     


    

 


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 report any such failure
to the Special Servicer within a reasonable time after the date as of which actions or remediations are required to be or to have
been taken or completed.


 


Section
3.04      The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC
Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account
and the Gain-on-Sale Reserve Account. (a) The Master Servicer shall establish and maintain, or cause to be established
and maintained, a Collection Account in which the Master Servicer shall deposit or cause to be deposited, in no event later than
the second Business Day following receipt of properly identified funds (in the case of payments by Mortgagors or other collections
on the Mortgage Loans or Companion Loans), except as otherwise specifically provided herein, the following payments and collections
received or made by or on behalf of it subsequent to the Cut-off Date (other than in respect of principal and interest on the
Mortgage Loans or Companion Loans due and payable on or before the Cut-off Date, which payments shall be delivered promptly to
the appropriate Mortgage Loan Seller or its respective designee and other than any amounts received from Mortgagors which are
received in connection with the purchase of defeasance collateral), or payments (other than Principal Prepayments) received by
it on or prior to the Cut-off Date but allocable to a period subsequent thereto:


 


(i)           all
payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on Serviced Companion
Loans;


 


(ii)          all
payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Yield Maintenance
Charges and Default Interest;


 






     -172-


     


    

 


(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 Holder 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);


 


(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.


 






     -173-


     


    

 


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); provided that to the extent any of the foregoing amounts are received
after 2:00 p.m. (Eastern time) on any given Business Day, the Special Servicer shall use commercially reasonable efforts to remit
such amounts within one (1) Business Day of receipt of such amount, but, in any event, the Special Servicer shall remit such amounts
to the Master Servicer within two (2) Business Days of receipt of such amounts. 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 Midland Loan Services, a Division of PNC
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 (other than
the Holders of the Class Z Certificates) and the Trustee as Holder of the Lower-Tier Regular Interests, (ii) the Upper-Tier REMIC
Distribution Account in trust for the benefit of the Certificateholders (other than the Holders of the Class Z Certificates) and
the Trustee as Holder of the Lower-Tier Regular Interests and (iii) the Excess Interest Distribution Account for the benefit of
the Holders of the Class Z Certificates. The Master Servicer shall deliver to the Certificate Administrator each month on or before
the P&I Advance Date therein, for deposit (x) in the Lower-Tier REMIC Distribution Account, that portion of the Available
Funds attributable to the Mortgage Loans (in each case, calculated without regard to clauses (a)(iii)(B), (a)(iv),
(c) and (d) of the definition of Available Funds) for, and any Yield Maintenance Charges with respect to the Mortgage
Loans distributable on, the related Distribution Date, and (y) in the Excess Interest Distribution Account all Excess Interest
for the related Distribution Date then on deposit in the Collection Account after giving effect to withdrawals of funds pursuant
to Section 3.05(a)(ii). For the avoidance of doubt, so long as Wells Fargo Bank, National Association is the Certificate
Administrator, all funds held in the Distribution Accounts, the Interest Reserve Account and the Excess Interest Distribution
Account shall remain uninvested.


 


With
respect to each Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain
the Companion Distribution Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder,
to be held for the benefit of the related Companion Holder and shall, within two (2) Business Days following the Companion Paying
Agent’s receipt of properly identified 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


 






     -174-


     


    

 


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. In addition,
with respect to any amounts that represent Late Collections on a Companion Loan for which a P&I Advance has already been paid
by a master servicer or trustee under any Other Pooling and Servicing Agreement, the Master Servicer shall remit such Late Collections
to such master servicer or trustee under such Other Pooling and Servicing Agreement, as applicable, within two Business Days of
receipt of properly identified funds.


 


The
Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the
Gain-on-Sale Reserve Account, the Interest Reserve Account and the Companion Distribution Account may be subaccounts of a single
Eligible Account, which shall be maintained as a segregated account separate from other accounts.


 


In
addition to the amounts required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04,
the Master Servicer shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier
REMIC Distribution Account:


 


(i)           any
amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments (other
than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection with Prepayment
Interest Shortfalls;


 


(ii)          any
P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 


(iii)         any
Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of
the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the


 






     -175-


     


    

 


Trust Fund
pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection Account pursuant
to Section 9.01);


 


(iv)         any
Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 


(v)          any
other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision of
this Agreement.


 


If,
as of the close of business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in
the foregoing clauses (i) through (v) or any Excess Interest are required to be delivered hereunder, the Master
Servicer shall not have delivered to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or
the Excess Interest Distribution Account, as applicable, the amounts required to be deposited therein pursuant to the provisions
of this Agreement (including any P&I Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a)), the
Master Servicer shall pay the Certificate Administrator interest on such late payment at the Prime Rate from and including the
date such payment was required to be made (without regard to any Grace Period set forth in Section 7.01(a)(i)) until (but
not including) the date such late payment is received by the Certificate Administrator.


 


The
Certificate Administrator shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution
Account, as applicable, any and 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(d), respectively.


 


Funds
on deposit in the Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier
REMIC Distribution Account or the Lower-Tier REMIC Distribution Account shall not be invested for so long as Wells Fargo Bank,
National Association is the Certificate Administrator; provided, however, that such funds may be invested and, if
invested, shall be invested by, and at the risk of, the Certificate Administrator (but only if the Certificate Administrator is
not Wells Fargo Bank, National Association) in Permitted Investments selected by the party hereunder that maintains such account
which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Certificate
Administrator to make withdrawals from the Distribution Account, and any such Permitted Investment shall not be sold or disposed
of prior to its maturity unless payable on demand. All such Permitted Investments to be administered by the Certificate Administrator
shall be made in the name of “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wells
Fargo Bank, National Association, as Trustee for the Holders of the CSAIL 2018-CX11 Commercial Mortgage Trust,


 






     -176-


     


    

 


Commercial
Mortgage Pass-Through Certificates, Series 2018-CX11 as their interests may appear”, or in the name of any successor trustee,
as Trustee for the Holders of the CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2018-CX11 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.


 


On
the Closing Date, the Depositor shall deposit $250,000 with the Certificate Administrator, to be credited to the Legal Fee Reserve
Account. Funds held in the Legal Fee Reserve Account shall remain uninvested. Annually, on or about April 1st beginning
2018, upon receipt by the Certificate Administrator from the Depositor of a legal invoice related to Commission compliance matters,
the Certificate Administrator shall pay such legal invoice from and solely to the extent of funds then on deposit in the Legal
Fee Reserve Account. Any such instruction shall be sent by email to cts.cmbs.bond.admin@wellsfargo.com, along with a copy of the
invoice, and a subject line reference of “CSAIL 2018-CX11 - Legal Fee Reserve Account”. The Legal Fee Reserve Account
will not be a part of the Trust Fund, either Trust REMIC or the Grantor Trust. The Depositor will be the beneficial owner of the
Legal Fee Reserve Account for all federal income tax purposes, and shall be taxable on all income earned therefrom.


 


Upon
the depletion of the Legal Fee Reserve Account, or if there are insufficient funds to pay any invoice, the Certificate Administrator
shall notify the Depositor, and thereafter the Depositor shall pay any additional legal invoices from its own funds and the Certificate
Administrator shall have no responsibility in connection therewith.


 


The
Certificate Administrator shall have no responsibility for verifying the accuracy, reasonableness, or appropriateness of any invoice
received. On the final Distribution Date, the Certificate Administrator shall pay to the Depositor any funds then remaining in
the Legal Fee Reserve Account in accordance with directions provided by the Depositor.


 


As
of the Closing Date, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution
Account and the Lower-Tier REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate
Administrator shall give notice to the Trustee, the Master Servicer and the Depositor of the proposed location of the Interest
Reserve Account, the Excess Interest Distribution 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.


 






     -177-


     


    

 


For
the avoidance of doubt, the Collection Account (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution
Account, if it is a sub-account of the Collection Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve
Account, any Servicing Account, the REO Account and the Interest Reserve Account (including interest, if any, earned on the investment
of funds in such accounts) will be owned by the Lower-Tier REMIC; the Excess Interest Distribution Account (and any portion of
the Collection Account holding Excess Interest) (including interest, if any, earned on the investment of funds in such accounts)
will be owned by the Grantor Trust for the benefit of the Holders of the Class Z Certificates; the Companion Distribution Account
(including interest, if any, earned on the investment of funds in such account) will be owned by the Companion Holders, as applicable;
and the Upper-Tier REMIC Distribution Account (including interest, if any, earned on the investment of funds such account) will
be owned by the Upper-Tier REMIC, each for federal income tax purposes.


 


(c)          Prior
to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage Loan, and upon
notification from the Master Servicer or Special Servicer pursuant to Section 3.02(d), the Certificate Administrator, on
behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its own name on behalf
of the Trustee in trust for the benefit of the Holders of the Class Z Certificates. The Excess Interest Distribution Account shall
be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account). Prior to the applicable Distribution
Date, the Master Servicer shall remit to the Certificate Administrator for deposit in the Excess Interest Distribution Account
an amount equal to the Excess Interest received prior to the Determination Date for the applicable Collection Period.


 


(d)          Following
the distribution of Excess Interest to Holders of the Class Z Certificates on the first Distribution Date after which there are
no longer any Mortgage Loans outstanding which pursuant to their terms could pay Excess Interest, the Certificate Administrator
shall terminate the Excess Interest Distribution Account.


 


(e)          The
Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates Gain-on-Sale
Proceeds) and maintain the Gain-on-Sale Reserve Account for the benefit of the Certificateholders. The Gain-on-Sale Reserve Account
shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from trust funds for
mortgage pass-through certificates of other series administered by the Certificate Administrator.


 


Upon
the disposition of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will
calculate the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan, as applicable, in connection with
such sale and, with respect to the Mortgage Loans, remit such funds to the Master Servicer who shall then 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 other 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.


 






     -178-


     


    

 


(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 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 or the Grantor Trust. Furthermore,
for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of Value Reserve Fund
through the Collection Account to the Certificateholders as contributed to and distributed by the Trust REMICs and (ii) treat
any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller as distributions
by the Trust to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable Mortgage Loan
Seller will be the beneficial owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable
on all income earned thereon.


 


Section
3.05      Permitted Withdrawals from the Collection Account, the Distribution Accounts and the
Companion Distribution Account. (a) The Master Servicer may, from time to time, make withdrawals from the Collection
Account (or the applicable subaccount of the Collection Account), exclusive of the Companion Distribution Account that may be
a subaccount of the Collection Account, for any of the following purposes (the following not being an order of priority and without
duplication of the same payment or reimbursement):


 


(i)           (A)
no later than 4:00 p.m., New York City time, on each P&I Advance Date, to remit to the Certificate Administrator for deposit
in the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account the amounts required to be remitted
pursuant to the first paragraph of Section 3.04(b) or that may be applied to make P&I Advances pursuant to Section
4.03(a); (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 Loans for their due dates in January (except during a leap year) and February of any calendar year;


 






     -179-


     


    

 


(ii)           (A)
to pay itself (or, with respect to any Transferable Servicing Interest, to pay Midland Loan Services, a Division of PNC Bank,
National Association if Midland Loan Services, a Division of PNC 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 a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan and then,
from the AB Mortgage Loan (and any related Pari Passu Companion Loan(s) on a pro rata basis) and then out of general
collections on the Mortgage Loans and REO Properties, (C) to pay the Operating Advisor (or the Master Servicer, if applicable)
any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees in respect of each Mortgage Loan, Specially Serviced Loan
or REO Loan (other than any related Companion Loan), as applicable, the Operating Advisor’s right to payment of the Operating
Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C) with respect to any Mortgage Loan, Specially
Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, being limited to amounts received on or in respect
of such Mortgage Loan (whether in the form of payments, P&I Advances (solely with respect to the Operating Advisor Fee), Liquidation
Proceeds or Insurance and Condemnation Proceeds), such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or
Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon (provided, however, that
to the extent such Operating Advisor Consulting 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 Operating Advisor
Consulting Fee shall be payable in full to the Operating Advisor as a Trust Fund expense) 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;


 






     -180-


     


    

 


(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 a Serviced AB Whole Loan, first, from
the related AB Subordinate Companion Loan and then, from any related AB Mortgage Loan (and any Pari Passu Companion Loan(s),
on a pro rata basis) (provided that, with respect to any Serviced 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 Serviced 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


 






     -181-


     


    

 


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 a Serviced AB Whole Loan, first, from
the related AB Subordinate Companion Loan and then, from any related AB Mortgage Loan (and any Pari Passu Companion Loan(s),
on a pro rata basis) provided, further, that, in case of such reimbursement with respect to Nonrecoverable
Servicing Advances relating to a Serviced Whole Loan, such reimbursement shall be made as described above in this clause (v)(1)
and (v)(2), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection
Account; provided, further, that with respect to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I
Advances from funds collected from the related Serviced Whole Loan shall be made only from amounts collected with respect to such
Serviced Mortgage Loan (and not from any amounts collected with respect to the related Serviced Companion Loan), in accordance
with the terms of the related Intercreditor Agreement (provided that, with respect to any Serviced Companion Loan, the
foregoing with respect to Nonrecoverable Servicing Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify
the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan
are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), prior to reimbursement from other funds
unrelated to such Serviced Whole Loan on deposit in the Collection Account related to any Mortgage Loan) or (3) to pay itself,
with respect to any Mortgage Loan, any related Companion Loan, if applicable, or REO Property any related earned Servicing Fee
that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect to
such Mortgage Loan or REO Property and the deposit into the Collection Account of all amounts received in connection therewith;


 


(vi)         at
such time as it reimburses the Trustee and itself, as applicable (in that order), or any Other Trustee or Other Servicer for a
related securitization trust in respect of


 






     -182-


     


    

 


any Serviced 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 Section 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 Section 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, the Asset Representations Reviewer or the Trustee, as the case may be, for any unreimbursed
expenses reasonably incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation
of the applicable Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 6 of the applicable Mortgage
Loan Purchase Agreement, including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution
obligation or any other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this
clause (vii) with respect to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value Payment
or Substitution Shortfall Amount paid by the related Mortgage Loan Seller with respect to such Mortgage Loan or amounts paid by
the related Mortgage Loan Seller as a result of mediation or arbitration proceedings contemplated in Section 2.03 with
respect to such Mortgage Loan that, in each case, represents such expense in accordance with clause (iv) of the definition
of Purchase Price;


 


(viii)       in
accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first, out of
Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and
then out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred
by such Person in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 6 of
the applicable Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to clause
(vii) above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds, and Insurance and
Condemnation Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms
of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu,
from the related Serviced Pari


 






     -183-


     


    

 


Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their outstanding
principal balances or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan
(provided that, with respect to any Serviced 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 Serviced 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 (ii) with respect
to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan and then, from any related AB
Mortgage Loan (and any Pari Passu Companion Loan(s), on a pro rata basis) (provided that, with respect to any Serviced
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 Serviced AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect
to the Mortgage Loan;


 


(x)          to
pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and investment income
earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion Distribution Account
as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the Collection Account
and the Companion Distribution Account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges collected while the related
Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the extent collected from the
related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan and any related
Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses
incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d);
and (b) to pay the Special Servicer, as additional servicing compensation in accordance with Section 3.11(c), Penalty Charges
collected on Specially Serviced Loans (but only to the extent collected from the related Mortgagor and to the extent that all
amounts then due and payable with respect to the related Specially Serviced Loan have been paid and such Penalty Charges are not
needed to pay interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation
Fees and Workout Fees) in accordance with Section 3.11(d));


 






     -184-


     


    

 


(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 the 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 a
Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan and then, from any related AB Mortgage
Loan (and any Pari Passu Companion Loan(s), on a pro rata basis) (provided that, with respect to any Serviced 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 Serviced 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), 10.01(f) and Section 13.02(a) to the extent payable out of the Trust Fund, (b) the
cost of any Opinion of Counsel contemplated by Section 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 a Serviced AB Whole Loan, first, from the related AB Subordinate
Companion Loan (provided that, with respect to any Serviced 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 Serviced AB Subordinate Companion Loan), in each case,
prior to being payable out of general collections with respect to the Mortgage Loans;


 


(xiv)       to
pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes imposed
on 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);


 






     -185-


     


    

 


(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(h);


 


(xix)        to
reimburse the Asset Representations Reviewer for any reasonable out-of-pocket costs and expenses reimbursable to it by the Trust
pursuant to Section 12.02(b);


 


(xx)         to
remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited pursuant
to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i) above;


 


(xxi)        to
clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and


 


(xxii)       to
pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


The
Master Servicer shall also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary
for the payments or reimbursement of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable
Non-Serviced Special Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced Paying Agent or any other applicable
party to the applicable Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable Non-Serviced
Intercreditor Agreement and the applicable Non-Serviced PSA.


 


The
Master Servicer shall keep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate,
for the purpose of justifying any withdrawal from the Collection Account.


 






     -186-


     


    

 


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, where appropriate, a property-by-property basis, for the
purpose of justifying any request for withdrawal from the Collection Account. Notwithstanding the above, no written certificate
is required for a payment of Special Servicing Fees and/or Workout Fees arising from collections other than the initial collection
on a Corrected Loan.


 


Notwithstanding
anything to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor out of general collections
that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable to the
related Companion Loan.


 


(b)          The
Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any of the
following purposes (the following not being an order of priority):


 


(i)           to
be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount of any Yield
Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier REMIC Distribution Account, and to make distributions
on the Class R Certificates in respect of the Class LR Interest pursuant to Section 4.01(c);


 


(ii)          to
pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may
be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)         to
pay the Certificate Administrator and the Trustee, the Certificate Administrator/Trustee Fee, as contemplated by Section 8.05(a)
hereof with respect to the Mortgage Loans;


 


(iv)         to
pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator as
provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer as contemplated by Section 3.18(d), (C) the Trustee or the Certificate
Administrator as contemplated by Section 5.08(c) or Section 8.02(ii) to the extent payable out of the Trust Fund,
(D) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 10.01(f)
or Section 10.01(l) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer as


 






     -187-


     


    

 


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 any Trust REMIC or on the assets or transactions of any such Trust 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 any Trust 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;


 


(viii)       to
clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01;
and


 


(ix)         termination
of this Agreement pursuant to Section 9.01.


 


(c)          The
Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the
extent required to make the distributions of Excess Interest required by Section 4.01(j).


 


(d)          The
Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account for any
of the following purposes:


 


(i)           to
make distributions to the Holders of the Regular Certificates (and to the Holders of the Class R Certificates in respect of the
Class UR Interest) on each Distribution Date pursuant to Section 4.01 or Section 9.01, as applicable; and


 


(ii)          to
clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(e)          [Reserved]


 


(f)           Notwithstanding
anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection Account and the
Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),
the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator/Trustee Fee listed in Section
3.05(b)(ii) and (b)(iii), then the Certificate Administrator/Trustee Fee shall be paid in full prior to the payment
of any Servicing Fees payable under Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor
Fees payable under Section 3.05(a)(ii) and if amounts on deposit in the Collection Account and the Lower-Tier REMIC Distribution
Account are not sufficient to pay the full


 






     -188-


     


    

 


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 or Serviced REO Loan to cover the items contemplated by the immediately preceding clauses (i)-(iii)
in respect of any other Mortgage Loan or Serviced REO Loan; and


 


(v)          On
the final Distribution Date after all distributions have been made as set forth in clauses (i) through (iv) above,
to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses that
are attributable to such Mortgage Loan or related REO Property, as the case may be, additional Trust Fund expenses or any Nonrecoverable
Advances incurred with respect to the Mortgage Loan related to such contribution.


 






     -189-


     


    

 


(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 an REO 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, the Loss of Value Reserve Fund or the 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. If amounts on deposit in an Investment Account are at any time invested in a Permitted
Investment payable on demand, the Master Servicer (in the case of the Collection Account, the Companion Distribution Account or
any Servicing Account maintained by or for the Master


 






     -190-


     


    

 


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). If any loss shall be incurred in respect
of any Permitted Investment (as to which the Master Servicer or the Special Servicer, as applicable, would have been entitled
to any Net Investment Earnings hereunder) directed to be made by the Master Servicer or the Special Servicer, as applicable, and
on deposit in any of the Collection Account, the Companion Distribution Account, the Servicing Account, Loss of Value Reserve
Fund or the REO Account, the Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any
Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account, Loss of Value
Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall deposit therein, no later than the P&I
Advance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect to such account for the
period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution
Date; provided that neither the Master Servicer nor the Special Servicer shall be required to deposit any loss on an investment
of funds in an Investment Account if such loss is incurred solely as a result of the insolvency of the federal or state chartered
depository institution or trust company that holds such Investment Account, so long as such depository institution or trust company
satisfied the qualifications set forth in the definition of Eligible Account at the time such investment was made (and, with respect
to the Master Servicer or the Special Servicer, such federal or state chartered depository institution or trust company is not
an Affiliate of the Master Servicer or the Special Servicer, as applicable, unless such depository institution or trust company
satisfied the


 






     -191-


     


    

 


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 the
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 if 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. Any determination that such insurance coverage is not available or not available
at commercially reasonable rates shall be made with the consent of the Directing Holder (if no Control Termination Event is continuing)
pursuant to Section 6.08(a) (other than with respect to any Excluded Loan). Such determination shall be made 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; 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, as applicable, shall
impose or maintain, as applicable, such insurance requirements as are consistent with the Servicing Standard taking into account
the insurance in place at the closing of the Mortgage Loan, provided, further, 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 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 shall be obligated
to use


 






     -192-


     


    

 


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 the consent of the Directing Holder pursuant to Section 6.08(a) (other than
with respect to any Excluded Loan and unless a Control Termination Event is continuing) and only if the Trustee has an
insurable interest therein and such insurance is available to the Master Servicer or the Special Servicer, as the case may
be, and, if available, can be obtained at commercially reasonable rates. The Master Servicer and the 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 with
the consent of the Directing Holder (if no Control Termination Event is continuing) pursuant to Section 6.08(a) (other
than with respect to any Excluded Loan) 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 the Special
Servicer under any such Insurance Policies (other than amounts to be applied to the restoration or repair of the related
Mortgaged Property or REO Property or amounts to be released to the related Mortgagor, in each case in accordance with the
Servicing Standard and the provisions of the related Mortgage Loan documents) shall be deposited in the Collection Account,
subject to withdrawal pursuant to Section 3.05(a). Any costs incurred by the Master Servicer in maintaining any such
Insurance Policies in respect of Mortgage Loans (including any related Serviced Companion Loan) (other than REO Properties
and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor defaults on its obligation to do so, shall be advanced by
the Master Servicer as a Servicing Advance (so long as such Advance would not be a


 






     -193-


     


    

 


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 shall not be
required to maintain, and shall 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 shall be 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 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. Subject to the Servicing Standard, during the period
that the Special


 






     -194-


     


    

 


Servicer
is evaluating the availability of such insurance or waiting for a response from the Directing Holder, neither the Master Servicer
nor the Special Servicer will be liable for any loss related to its failure to require the Mortgagor to maintain (or its failure
to maintain) such insurance and shall not be in default of its obligations as a result of such failure.


 


(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 causes 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 will be deemed to have satisfied its obligation to cause such
insurance to be maintained on the related Mortgaged Properties and REO Properties. If the Master Servicer or the Special Servicer
causes any Mortgaged Property or REO Property to be covered by such master single interest or force-placed insurance policy, the
Master Servicer shall pay 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) 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 (if no policy that complies with the provisions of Section 3.07(a)
has been


 






     -195-


     


    

 


maintained on the related Mortgaged Property or REO Property, and there has 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 or “A(low)” by DBRS (if then 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 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


 






     -196-


     


    

 


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) 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 and if determined to be nonrecoverable, the Master Servicer shall pay out of general collections.


 


(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 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 (or deemed consent pursuant to Section 6.08)of (x) in the case of the
Master Servicer, the Special Servicer and (y) in the case of the Special Servicer, the Directing


 






     -197-


     


    

 


Holder,
and the Directing Holder’s consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected to
by the Directing Holder) of the Special Servicer’s written analysis and recommendation with respect to such waiver together
with such other information reasonably requested by the Directing Holder 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 Holder 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 (x) and (y) of this subclause (iii), 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 with respect to the Directing Holder or, if the Directing Holder is
the Directing Certificateholder, the Holder of the majority of the Controlling Class (regardless of whether an Operating Advisor
Consultation Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor (telephonically
or electronically), on a non-binding basis, in connection with the related transactions involving proposed Major Decisions that
it is processing or for which its consent is required and consider alternative actions recommended by the Operating Advisor, in
respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


In
connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion
Loan Securities, the related rating agencies) pursuant to this Section 3.08(a), the Special Servicer shall (if not already
provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information Provider
(or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section
3.25 of this Agreement.


 


If
any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan
or related Serviced Companion Loan may be assumed or transferred without the consent of the mortgagee provided that certain conditions
are satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement,
the Special Servicer, with respect to all Mortgage 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 Non-Specially Serviced Loan, if such action is not a Major Decision
or a Special Servicer Decision,


 






     -198-


     


    

 


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 (or deemed consent pursuant to Section 6.08) of (x) in the case of the Master Servicer, the Special Servicer and (y)
in the case of the Special Servicer, the Directing Holder, and the Directing Holder’s consent shall be deemed given ten
(10) Business Days after receipt (unless earlier objected to by the Directing Holder) of the Special Servicer’s written
analysis and recommendation with respect to such waiver together with such other information reasonably required by the
Directing Holder 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 Holder 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 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, (B) has an LTV Ratio greater than 85%
(including any existing and proposed debt), (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) (D) is one of the ten largest Mortgage Loans (by Stated


 






     -199-


     


    

 


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 (iii), 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 an Operating Advisor Consultation Event has occurred
and is continuing), the Special Servicer shall consult with the Operating Advisor (telephonically or electronically), 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 Master Servicer or the Special Servicer
that is processing the related action 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 Master Servicer or the Special
Servicer that is processing the related action 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 involving
a Major Decision or a Special Servicer Decision), and the Master Servicer with respect to Non-Specially Serviced Loans not involving
a Major Decision or Special Servicer Decision on behalf of the Trustee as the mortgagee of record, shall determine whether such
conditions have been satisfied.


 


(c)           Nothing
in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice
of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional
lien or other encumbrance with respect to such Mortgaged Property.


 


(d)           Except
as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master Servicer nor the
Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan, as applicable,
in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The


 






     -200-


     


    

 


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) if no Control Termination Event is continuing and (ii) other than with respect to
any Excluded Loan) the consent of the Directing Holder (or (i) during a Control Termination Event, but while no Consultation
Termination Event is continuing, and (ii) other than with respect to any Excluded Loan, upon consultation with the Directing
Holder pursuant to Section 6.08 hereof). The Directing Holder 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 Holder 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 Holder in writing within such period, then the
Directing Holder shall be deemed to have consented to such proposed waiver or consent).


 


(f)           With
respect to any Mortgagor request or other action on a Non-Specially Serviced Loan for matters that are Major Decisions or Special
Servicer Decisions, the Master Servicer shall not agree to such Major Decision or Special Servicer Decision without the prior
written consent of the Special Servicer. In connection with such consent, if the Master Servicer is processing such Major Decision
or Special Servicer Decision, the Master Servicer shall promptly provide the Special Servicer with written notice of any request
for such Major Decision or Special Servicer Decision, along with the Master Servicer’s written recommendation and analysis,
and all information in the Master Servicer’s possession that may be reasonably requested by the Special Servicer in order
to grant or withhold such consent; provided that in the event that the Special Servicer does not respond within fifteen (15) Business
Days after receipt of such written notice and all such reasonably requested information, plus the time period provided to any
Serviced Companion Noteholder under a related Intercreditor Agreement, the Special Servicer’s consent to such Major Decision
or Special Servicer Decision shall be deemed granted.


 


(g)           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


 






     -201-


     


    

 


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).


 


(h)          Notwithstanding
any other provision of this Section 3.08, without any other approval or consent, the Master Servicer (for Mortgage Loans
and Serviced Whole Loans other than Specially Serviced Loans) may grant and process a Mortgagor’s request for (i) consent
to subject the related Mortgaged Property to an immaterial easement, a right of way or similar agreement for utilities, access,
parking, public improvements or another purpose, (ii) consent to subordination of the related Mortgage Loan or Serviced Whole
Loan to such easement, right of way or similar agreement and (iii) consent to any other matter that is not a Major Decision or
Special Servicer Decision; provided that the Master Servicer (a) shall have determined in accordance with the Servicing
Standard that such easement, right of way or similar agreement or other matter will not materially and adversely affect the operation
or value of such Mortgaged Property or the Trust Fund’s interest in the Mortgaged Property and (b) shall have determined
that such easement, right of way or similar agreement or other matter will not cause 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 and Section 3.24, subject to the Directing Holder’s 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 at any time, institute foreclosure proceedings, exercise any power of sale contained
in the related Mortgage, obtain a deed in lieu of foreclosure, or otherwise acquire title to the related Mortgaged Property 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 the 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 or Special Servicer for such Servicing
Advance, and the Master Servicer or the 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,


 






     -202-


     


    

 


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 an offer 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 offers 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 making an offer at foreclosure or otherwise, the Special Servicer or the Master
Servicer, as the case may be, is authorized to have an Appraisal performed with respect to such property by an Independent
MAI-designated appraiser the cost of which shall be paid by the Master Servicer as a Servicing Advance.


 


(b)          The
Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


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


 


(ii)          the
Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing
Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the related Companion
Loan) will not cause an Adverse REMIC Event.


 


(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, such Companion Holders constituted
a single lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and


 






     -203-


     


    

 


(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, such Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged
Property.


 


The
cost of any such Environmental Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any
remedial, corrective or other further action contemplated by clause (i) and/or clause (ii) of the preceding
sentence shall be paid by the Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in
which case it shall be an expense of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance
with the related Intercreditor Agreement by the Master Servicer from the Collection Account, including from the Companion
Distribution Account (such withdrawal to be made from amounts on deposit therein that are otherwise payable on or allocable
to such Serviced Whole Loan)); and if any such Environmental Assessment so warrants, the Special Servicer shall, except with
respect to any Companion Loan and any Environmental Assessment ordered after such Mortgage Loan has been paid in full,
perform such additional environmental testing at the expense of the Trust as it deems necessary and prudent to determine
whether the conditions described in clauses (i) and (ii) of the preceding sentence have been satisfied. With
respect to Non-Specially Serviced Loans, the Master Servicer and, with respect to Specially Serviced Loans, the Special
Servicer (other than any Non-Serviced Mortgage Loan) shall review and be familiar with the terms and conditions relating to
enforcing claims and shall monitor the dates by which any claim or action must be taken (including delivering any notices to
the insurer and using reasonable efforts to perform any actions required under such policy) under each environmental
insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available under such
policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests).


 


(d)       If
(i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions set forth
in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied with
respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any related Companion
Loan, and (ii) there has been no breach of any of the representations and warranties set forth in or required to be made pursuant
to Section 6 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required
to repurchase such Defaulted Loan pursuant to Section 6 of the applicable Mortgage Loan Purchase Agreement, then the Special Servicer
shall take such action as it deems to be in the best economic interest of the Trust (other than proceeding to acquire title to
the Mortgaged Property) and is hereby authorized, with the consent of the Directing Holder pursuant to Section 6.08(a)
((A) if no Control Termination Event is continuing (or with respect to any AB Mortgage Loan, during an AB Control Appraisal Period,
but if no Control Termination Event is continuing) and (B) other than with respect to any Excluded Loan) at such time as it deems
appropriate to release such Mortgaged Property from


 



     -204-


     


    

 


 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 the Directing Holder (if no Consultation Termination Event is continuing, and other than
with respect to any Excluded Loan), 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 Holder as required above, the Holders of Certificates entitled to a majority of the
Voting Rights shall have consented or have been deemed to have consented to such release within thirty (30) days of the Certificate
Administrator’s posting such notice to the Certificate Administrator’s Website (failure to respond by the end of such
30-day period being deemed consent of the Holders of the Certificates). To the extent any fee charged by any Rating Agency in
connection with rendering such written confirmation is not paid by the related Mortgagor, such fee is to be an expense of the
Trust; provided that the Special Servicer shall use commercially reasonable efforts to collect such fee from the Mortgagor
to the extent permitted under the related Mortgage Loan documents.


 


(e)       The
Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Holder (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.


 






     -205-


     


    

 


(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 Holder (other
than with respect to any Excluded Loan) and the Master Servicer and in no event later than the next succeeding P&I Advance
Determination Date.


 


Section
3.10     Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the
payment in full of any Mortgage Loan (other than a Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the
Special Servicer, as the case may be, of a notification that payment in full shall be escrowed in a manner customary for such
purposes, the Master Servicer or the 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 the 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,


 



     -206-


     


    

 



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.


 


With
respect to each Servicing Shift Whole Loan, on and after the related Servicing Shift Securitization Date, if pursuant to the related
Intercreditor Agreement and the related Non-Serviced PSA, and as appropriate for enforcing the terms of such Servicing Shift Whole
Loan, as applicable, the related Non-Serviced Master Servicer requests delivery to it of the original Note, then the Custodian
shall release or cause the release of such original Note to the related Non-Serviced Master Servicer or its designee.


 


(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


 



     -207-


     


    

 


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) (x) 100% of Excess Modification Fees related to any modifications,
waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loans, to the
extent not prohibited by the related Intercreditor Agreement) to the extent such action is neither a Major Decision nor a Special
Servicer Decision and (y) 50% of Excess Modifications Fees related to any Non-Specially Serviced Loans to the extent such action
is (I) a Major Decision or an item under clauses (e)(i) or (e)(ii) or clause (i) of the definition of Special Servicer Decision
(in each case, regardless of who processes such action) or (II) a Special Servicer Decision processed by the Master Servicer,
(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 Excess Modification Fee or waiver fee 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 under clause (e) of the definition of “Special Servicer
Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer);
(iii) 100% of assumption, transfer, ancillary (other than fees for insufficient or returned checks), 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,
transfer, ancillary (other than fees for insufficient or returned checks), 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) to the extent such action is (x) a Major Decision or an item under clauses (e)(i) or (e)(ii) or clause (i) of the definition
of Special


 



     -208-


     


    

 


 Servicer Decision (in each case, regardless of who processes such action) or (y) a Special Servicer Decision processed
by the Master Servicer 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). 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 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 the 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, Midland
Loan Services, a Division of PNC 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


 



     -209-


     


    

 


 any resignation or termination of Midland Loan Services, a Division
of PNC Bank, National Association hereunder (subject to reduction pursuant to the preceding sentence).


 


With
respect to any of the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion
thereof, the Master Servicer and the Special Servicer shall each have the right in its sole discretion, but not any obligation,
to reduce or elect not to charge its respective portion of such fee; provided that (A) neither the Master Servicer nor
the Special Servicer shall have the right to reduce or elect not to charge the portion of any such fee due to the other and (B)
to the extent either the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective
portion in any such fee, the party that reduced or elected not to charge its respective portion of such fee shall not have any
right to share in any part of the other party’s portion of such fee. For the avoidance of doubt, if the Master Servicer
decides not to charge any fee, the Special Servicer shall nevertheless be entitled to charge its portion of the related fee to
which the Special Servicer would have been entitled if the Master Servicer had charged a fee and the Master Servicer shall not
be entitled to any of such fee charged by the Special Servicer.


 


(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 directly 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. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with
the Directing Certificateholder or any other party. 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) (A) 100% of all Excess Modification Fees, consent fees, ancillary fees (other than fees
for insufficient or returned checks), review fees, assumption fees, transfer fees, waiver fees or earnout fees (x) earned in connection
with a Special Servicer Decision, where the Special Servicer processes the related Special Servicer Decision (other than subclauses
(i) and (ii) under clause (e) and clause (i) of the Special Servicer Decision definition, with respect to which each of the Master
Servicer and Special Servicer shall be entitled to 50% of the fees earned regardless of who processes such decision) and/or (y)
earned in connection with any Specially Serviced Loan and (B) 50% of all Excess Modification Fees, consent fees, ancillary fees
(other than fees for insufficient or returned checks), review fees, assumption fees, transfer fees, waiver fees or earnout fees
earned in


 



     -210-


     


    

 


 connection with a Special Servicer Decision, where the Master Servicer processes the related Special Servicer Decision,
(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 assumption related transaction, (iii) 50% of any Excess Modification Fees or waiver 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) (x) 50% of all assumption and transfer fees pursuant to Section 3.08 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 and (y) 100% of such fees for Non-Specially Serviced Loans to the extent such action is a Special Servicer Decision
processed by the Special Servicer (except that the Special Servicer shall only be entitled to 50% of such fees for items under
clauses (e)(i) and (e)(ii) and clause (i) of Special Servicer Decisions (in each case, regardless of who processes such action)),
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 also 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 if 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


 



     -211-


     


    

 


 Corrected Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to a
Non-Serviced Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right
to receive any and all Workout Fees payable in respect of Mortgage Loans or any related Companion Loan that became Corrected Loans
prior to the time of that termination or resignation except the Workout Fees will no longer be payable if the Corrected Loan subsequently
becomes a Specially Serviced Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any
Workout Fees payable on Specially Serviced Loans for which the resigning or 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
shall not be entitled to any portion of such Workout Fees. The Special Servicer shall 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 the 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


 



     -212-


     


    

 


 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 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 the
Special Servicer’s respective entitlements to such compensation described in the previous sentence. If the Special Servicer
has partially waived any Penalty Charge (part of which accrued prior to the related Servicing Transfer Event), any collections
in respect of such Penalty Charge shall be shared pro rata by the Master Servicer and the Special Servicer based on the
respective portions of such Penalty Charge to which each would otherwise have been entitled. If the Master Servicer has partially
waived any Penalty Charge (part of which accrued subsequent to the occurrence of a Servicing Transfer Event and prior to the date
such Mortgage Loan or Serviced Whole Loan became a Corrected Loan), any collections in respect of such Penalty Charge shall be
shared pro rata by the Master Servicer and the Special Servicer based on the respective portions of such Penalty Charge
to which each would otherwise have been entitled. 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). The Master Servicer may not waive any fee
or compensation due to the Special Servicer without the Special Servicer’s consent. The Special Servicer may not waive any
fee or compensation due to the Master Servicer without the Master Servicer’s consent.


 


If
a Servicing Shift Whole Loan becomes a Specially Serviced Loan prior to the applicable Servicing Shift Securitization Date, the
Special Servicer shall service and administer such Servicing Shift Whole Loan and any related REO Property in the same manner
as any other Specially Serviced Loan or Serviced REO Property and shall be entitled to all rights and compensation earned with
respect to such Serviced Whole Loan as Special Servicer of such Serviced Whole Loan. With respect to a Servicing Shift Mortgage
Loan, prior to the applicable


 



     -213-


     


    

 


 Servicing Shift Securitization Date, no other special servicer will be entitled to any such compensation
or have such rights and obligations. If a Servicing Shift Whole Loan is still a Specially Serviced Loan on the applicable Servicing
Shift Securitization Date, the Non-Serviced Special Servicer and the Special Servicer shall be entitled to compensation with respect
to such Servicing Shift Whole Loan as if the Special Servicer were being terminated as the Special Servicer with respect to such
Servicing Shift Whole Loan and the Non-Serviced Special Servicer were replacing the Special Servicer as the successor Special
Servicer with respect to such Servicing Shift Whole Loan.


 


If
a Servicing Shift Whole Loan is being specially serviced on the Servicing Shift Securitization Date, the Special Servicer shall
be entitled to compensation for the period during which it acted as Special Servicer with respect to such Whole Loan, including
its share of any liquidation or workout fees and any additional servicing compensation as well as all surviving indemnity and
other rights in respect of such special servicing role under this Agreement.


 


(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.


 


(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.


 






     -214-


     


    

 


Section
3.12    Inspections; Collection of Financial Statements. (a) The Master Servicer (at
its own expense) (or, with respect to a Specially Serviced Loan and REO Properties, the Special Servicer) shall perform, 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 Mortgaged Property securing a Non-Serviced Mortgage Loan, which is subject to inspection pursuant to the
related Non-Serviced PSA) 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 shall
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 any 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 (i) with respect to a Serviced Pari Passu Whole Loan, pro
rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in
accordance with their respective Stated Principal Balances, or (ii) with respect to an AB Whole Loan, first, from the
related AB Subordinate Companion Loan and then, from any related AB Mortgage Loan (and any Pari Passu Companion
Loan(s), on a pro rata basis) (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 (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 Holder ((i) if no Control Termination Event is continuing and (ii) other than with respect to any Excluded Loan),
to the Certificate Administrator (for posting to the Certificate Administrator’s


 



     -215-


     


    

 


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. Other than with
respect to an Excluded Loan and prior to the occurrence of a Consultation Termination Event, the Master Servicer shall
deliver or make available a copy of each such report to the Directing Holder and upon request to each Controlling Class
Certificateholder (which request may state that such items may be delivered until further notice) (except, during a
Consultation Termination Event or with respect to an Excluded Loan).


 


(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 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 the Special Servicer,
as applicable, shall deliver, upon request of any NRSRO, copies of any or all of the foregoing items so collected thereby to the
17g-5 Information Provider pursuant to Section 3.13(c) who shall post such items to the 17g-5 Information Provider’s
Website.


 


In
addition, the Master Servicer (with respect to Non-Specially Serviced Loans and Non-Serviced Mortgage Loan) or the Special Servicer
(with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans),
as applicable, shall prepare with respect to each Mortgaged Property 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 June 30, 2018, a CREFC® Operating Statement Analysis Report (but only


 



     -216-


     


    

 



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 shall not
be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as
of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the
first calendar quarter (in each year) is not required for a Mortgaged Property unless such Mortgaged Property is analyzed on a
trailing 12 month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master
Servicer (other than with respect to Specially Serviced Loans and REO Loans) or the Special Servicer (with respect to Specially
Serviced Loans and REO Loans), as applicable, shall deliver or make available copies (in the case of the Special Servicer, solely
to the Master Servicer) (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request,
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 (or in the case of the
Special Servicer, deliver to the Master Servicer) (with respect to any Serviced Companion Loan) by electronic means.


 


(ii)       Within
forty-five (45) days after receipt of any 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, 2018, 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 (other than with respect to Specially Serviced Loans and REO Loans)
or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available copies (in the
case of the Special Servicer, solely to the Master Servicer) (in electronic format) each CREFC® NOI Adjustment
Worksheet and, upon request, 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 each related Companion Holder
(or in the case of the Special Servicer, deliver to the Master Servicer) (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, if no Consultation Termination Event is continuing, 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 Holder, any Excluded Loans) and any REO Properties (other than a Non-Serviced Mortgaged Property),
providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer
as of the Business Day preceding such Determination Date, which CREFC® Special


 



     -217-


     


    

 


 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 Specially Serviced Loans and 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 Master Servicer Remittance Date beginning May 2018, 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 Loan Status Report, CREFC® Historical
Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC®
Loan Setup File (with respect to the first Distribution Date), (C) the most recent CREFC® Property File,
and CREFC® Comparative Financial Status Report (in each case incorporating the data required to be included in
the CREFC® Special Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer and Master Servicer),
(D) a CREFC® Servicer Watch List with information that is current as of such Determination Date, (E) CREFC®
Financial File, (F) CREFC® Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery
Report, (H) CREFC® Total Loan Report and (I) the report on Disclosable Special Servicer Fees delivered pursuant
to Section 3.11(e) to the extent received from the Special Servicer, if any. Additionally, not later than 5:00 p.m. (New
York City time) on the Master Servicer Remittance Date beginning May 2018, 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 in May 2018, the Master Servicer
shall deliver or cause to be delivered to the Certificate Administrator via electronic format the CREFC® Loan Periodic Update
File and, to the extent received by the Master Servicer, 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.


 


Not
later than 5:00 p.m. (New York City time) two (2) calendar days following each Distribution Date (provided that if the second
calendar day is not a Business Day, then the immediately succeeding Business Day) beginning May 2018, the Master Servicer shall
deliver to the Certificate Administrator the CREFC® Schedule AL File in EDGAR-Compatible Format; provided
that the Master Servicer shall have no obligation to prepare or deliver any such CREFC® Schedule AL File unless
the Depositor has delivered the items required by Section 2.01(i). If the CREFC® Schedule AL File is not
provided by 5:00 p.m. (New York City time) on the Master Servicer Remittance Date, the Certificate Administrator shall request
such CREFC® Schedule AL File from the Master Servicer via email at NoticeAdmin@midlandls.com, with a copy to the
Depositor at chuck.lee@credit-suisse.com. In preparing the CREFC®


 



     -218-


     


    

 


 Schedule AL File and any Schedule AL Additional
File for any given Distribution Date, and without any due diligence, investigation or verification, the Master Servicer shall
be entitled to conclusively rely, absent manifest error, on the content, completeness, accuracy and compliance with any applicable
requirements of Items 1111(h) and 1125 of Regulation AB and Item 601(b) of Regulation S-K under the Securities Act as in effect
on the Closing Date of the Initial Schedule AL File, any Initial Schedule AL Additional File and Annex A-1 to the Prospectus.
The Master Servicer may concurrently with the delivery of the related CREFC® Schedule AL File, deliver any related
Schedule AL Additional File in EDGAR-Compatible Format to the Certificate Administrator. The CREFC® Schedule AL
File and the Schedule AL Additional File shall each be a single file. Neither the Certificate Administrator nor the Master Servicer
shall be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files, unless, solely
with respect to the Master Servicer, multiple Sub-Servicers prepare and submit such CREFC® Schedule AL Files or
Schedule AL Additional Files to the Master Servicer. The Certificate Administrator shall not be required to review, redact, reconcile,
edit or verify the content, completeness or accuracy of the information contained in any CREFC® Schedule AL File
or any Schedule AL Additional File. The Certificate Administrator shall not be deemed to have actual knowledge of the contents
of any CREFC® Schedule AL File or Schedule AL Additional File solely by its receipt thereof.


 


In
the absence of manifest error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry,
any information and reports delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively
rely upon the Master Servicer’s reports and the Special Servicer’s reports and any information provided by the Trustee,
without any duty or obligation to recompute, verify or recalculate any of the amounts and other information stated therein.


 


(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(b). 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(b). In the case of information or reports to be furnished by the Master
Servicer to the Certificate Administrator pursuant to Section 3.12(b), 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(b) 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 the 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


 



     -219-


     


    

 


 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 Mortgaged Properties. The Master Servicer and the 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 Holder,
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 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 Holder (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


 



     -220-


     


    

 


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 the 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 the 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 the 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 the 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 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 the 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 the 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


 



     -221-


     


    

 



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 the 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 the 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:


 


(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;


 






     -222-


     


    

 


(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, 8-K and ABS-EE 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;


 


(C)        the
CREFC® Appraisal Reduction Amount Template; and


 


(D)       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 the related Companion Loan and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);
and


 


(B)        all
property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);


 






     -223-


     


    

 


(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;


 


(J)         any
notice of resignation or termination of the Master Servicer or the 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


 






     -224-


     


    

 


Section
7.01(d), the Operating Advisor pursuant to Section 3.26(i) 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 or an Operating Advisor Consultation Event has occurred or is terminated or that a Consultation
Termination Event has occurred or is terminated;


 


(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
notice or document provided to the Certificate Administrator by the Master Servicer or the Depositor directing the Certificate
Administrator to post the same as a “special notice”;


 


(V)        any
Proposed Course of Action Notice;


 


(W)       any
notice or document delivered to the Certificate Administrator by the Depositor or the Master Servicer directing the Certificate
Administrator to post same as a “special notice”;


 


(vi)      the
“Investor Q&A Forum” pursuant to Section 4.07(a);


 


(vii)     solely
to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section
4.07(b); and


 


(viii)    the
“Risk Retention Special Notices” tab;


 


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 shall only make available such notice of the occurrence of a
Control Termination Event or of the occurrence of a Consultation Termination Event to the extent the Certificate
Administrator has been notified of such Excluded Loan.


 






     -225-


     


    

 


The
Certificate Administrator shall, in addition to posting the applicable notices on the “risk retention special notices”
tab described in clause (viii) above, provide email notification to any Privileged Person (other than Financial Market
Publishers) that has registered to receive access to the Certificate Administrator’s Website that a notice has been posted
to the “risk retention special notices” tab.


 


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 Holder 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 Holder 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 Holder 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 Holder 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 Holder 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). If the Directing Holder or a Controlling
Class Certificateholder becomes an Excluded Controlling Class Holder, such party shall promptly notify each of the


 



     -226-


     


    

 


 Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in writing substantially in the form
of Exhibit P-1E that such party has become an Excluded Controlling Class Holder with respect to the Excluded Controlling
Class Loan(s) 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 Holder 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 Holder 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 Holder 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 3.30.


 


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 Holder 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
Holder or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information on the
Certificate Administrator’s Website or


 



     -227-


     


    

 


 otherwise receives access to such Excluded Information, such Directing Holder 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 Holder or Controlling Class Certificateholder 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.


 


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 or its filing of such information, including, but not limited to, filing via
EDGAR, 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 or filed by it, as applicable, 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 2018-CX11” 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;


 






     -228-


     


    

 


(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 Section
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, the Special Servicer, the Certificate Administrator or the Trustee regarding any of the information delivered
to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation
or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans or any related Companion
Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable
Intercreditor Agreement; provided that


 



     -229-


     


    

 


 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, that 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. If 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 2018-CX11” 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.


 






     -230-


     


    

 


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 2018-CX11”
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., Moody’s Analytics, BlackRock Financial Management Inc. and RealINSIGHT) with the
consent of the Depositor, and providing such information shall not constitute a breach of this Agreement by the Certificate Administrator.
Such information will be made available to such third parties upon receipt of a certificate in the form of Exhibit P-3
hereto, which certification may be submitted electronically via the Certificate Administrator’s Website.


 


(e)         Each
of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt,
also deliver, produce or otherwise make available through its website or otherwise, any additional information relating to the
Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other
than any Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other
Persons who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively,
the “Disclosure Parties”) (only to the extent such additional information is simultaneously delivered to the
17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the provisions of
Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including without limitation,
any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information),
applicable law or by the related Mortgage Loan documents. Each of the Master Servicer and the Special Servicer shall be entitled
to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or


 



     -231-


     


    

 



(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 the 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 the 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).


 






     -232-


     


    

 


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 Holder (if no Control Termination Event is
continuing and other than 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).


 


(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,


 



     -233-


     


    

 


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 directly or through a single member limited liability company established for such purpose (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 two (2) Business Days 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 or the Loss of Value Reserve Fund 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.


 






     -234-


     


    

 


(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 the later of the date that is (x) 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) or (y) two (2) Business Days after such amounts
are received and properly identified, 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 the day
the Special Servicer remits funds as provided in this Section 3.14(c) (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


 



     -235-


     


    

 


foreclosure
property” within the meaning of Section 860G(d) of the Code if it determines that earning such income is in the best
interests of Certificateholders and, if applicable, any related Companion Holder(s) on a net after-tax basis as compared with
net leasing such REO Property or operating such REO Property on a different basis. In connection therewith, the Special
Servicer shall deposit or cause to be deposited on a daily basis (and in no event later than two (2) Business Days 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 the Directing Holder (with respect to the Directing Holder,
other than with respect to an Excluded Loan, and if no Consultation Termination Event is continuing)) 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


 






     -236-


     


    

 


(iv)      Directly
Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more
than ninety (90) days after its acquisition date;


 


unless,
in any such case, the Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer
as a Servicing Advance) to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust,
in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel. 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


 



     -237-


     


    

 


constituting Rents from Real Property in respect of, any REO Property
in accordance with Sections 3.15(a) and 3.15(b).


 


Section
3.16    Sale of Defaulted Loans and REO Properties. (a) (i) Within thirty (30) days
after a Defaulted Loan has become a Specially Serviced Loan, the Special Servicer shall order (but shall not be required to
have received) an Appraisal and within thirty (30) days of receipt of the Appraisal shall determine the fair value of such
Defaulted Loan in accordance with the Servicing Standard; provided, however, that if the Special Servicer is
then in the process of obtaining an Appraisal with respect to the related Mortgaged Property, the Special Servicer shall make
its fair value determination as soon as reasonably practicable (but in any event within thirty (30) days) after its receipt
of such an Appraisal. The Special Servicer may, from time to time, adjust its fair value determination based upon changed
circumstances, new information and other relevant factors, in each instance in accordance with a review of such circumstances
and new information in accordance with the Servicing Standard; provided that the Special Servicer shall promptly
notify the Master Servicer in writing of the initial fair value determination and any adjustment to its fair value
determination.


 


(ii)       If
any Mortgage Loan or 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 applicable Non-Serviced Special Servicer for the related Non-Serviced
Whole Loan, the Special Servicer will be entitled to sell (with the consent of the Directing Certificateholder pursuant to Section
6.08(a) if no Control Termination Event is continuing and other than in respect of an Excluded Loan) such Non-Serviced Mortgage
Loan if it determines in accordance with the Servicing Standard that such action would be


 



     -238-


     


    

 


in the best interests of the Certificateholders
and the Special Servicer shall be entitled to a Liquidation Fee to the same extent that the Special Servicer would be entitled
to such Liquidation Fee had such Non-Serviced Mortgage Loan been a Serviced Mortgage Loan. The Special Servicer is required to
give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor (other than in respect of any applicable
Excluded Loan) and the Directing Holder (other than in respect of any Excluded Loan) not less than ten (10) days’ prior
written notice of its intention to sell any Defaulted 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,


 



     -239-


     


    

 


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 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 shall not be obligated to accept the highest offer if the Special Servicer determines (in consultation with the
Directing Holder, subject to the limitations on consultation set forth in Section 6.08(a) (unless a Consultation Termination
Event has occurred and is continuing and other than with respect to an Excluded Loan) and, in the case of a Serviced Whole Loan
or an REO Property related to a Serviced Whole Loan, the related Companion Holder), 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 (and with respect to any AB Whole Loan, taking into account the subordinate nature of the related Subordinate Companion
Loan)). 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


 



     -240-


     


    

 


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.


 


(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, the Certificate
Administrator and the Directing Holder (other than in respect of an Excluded Loan and if no Consultation Termination Event is
continuing) not less than ten (10) days’ prior written notice of 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 offeror is a Person other than an Interested Person, or (2) by the Trustee, if the highest
offeror 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


 



     -241-


     


    

 


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 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


 



     -242-


     


    

 


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).


 


(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 any Serviced Whole Loan, such determination shall be made by the Trustee if the offeror
is an Interested Person. Notwithstanding the foregoing, the Special Servicer shall 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


 



     -243-


     


    

 


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 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)         If
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


 



     -244-


     


    

 


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.


 


(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, other than in
the case of an Excluded Loan with respect to the Directing Holder or, if the Directing Holder is the Directing Certificateholder,
the Holder of the majority of the Controlling Class, any such deferral exceeding six (6) months shall require, if no Control Termination
Event is continuing, the consent of the Directing Holder), 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


 



     -245-


     


    

 


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).


 


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 Section 3.17 or to comply with the terms
of Section 3.17 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 Section 3.17 or for any losses, damages or other
adverse economic or other effects that may arise from such an election.


 


The
aggregate of any Excess Prepayment Interest Shortfall with respect to the Mortgage Loans for any Distribution Date will be allocated
on such Distribution Date among each class of Certificates, pro rata, in accordance with their respective Interest Accrual
Amounts for that Distribution Date.


 


(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


 



     -246-


     


    

 


Master Servicer or the Special Servicer,
as the case may be, 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 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), 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 the 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 a 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 but in all events subject to the prior written consent or deemed consent of the Special Servicer as set
forth in Section 6.08); provided that no extension entered into pursuant to this Section 3.18(a) shall
extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the
case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date
twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of
the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the
Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the
original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion
Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, (1) the
Master Servicer shall provide the Trustee, the Certificate Administrator, the Special Servicer, the Operating Advisor and the
Directing Holder (if no Consultation Termination Event is continuing and other than with respect to an Excluded Loan), with
an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and,
if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section
3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan and/or
Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing
Standard, the Special Servicer shall (A) obtain the consent of the


 



     -247-


     


    

 


Directing Holder pursuant to Section
6.08(a) (if no Control Termination Event is continuing and other than with respect to an Excluded Loan) or (B) consult
with the Directing Holder pursuant to Section 6.08(a) (during a Control Termination Event but prior to a Consultation
Termination Event and other than with respect to any Excluded Loan) (which consent or consultation shall be coordinated
through the Special Servicer). 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 or
consultation with the Special Servicer, the Operating Advisor or the Directing Holder, 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 Holder, 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 Event (and the Master Servicer or the 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


 



     -248-


     


    

 


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 the
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. In the case of the 1313-1317 14th Street Mortgage
Loan, the Special Servicer shall not permit the release described in Sections 2.6 and 2.7 of the related Loan Agreement without
requiring an Opinion of Counsel that such release will not cause any Trust REMIC to fail to qualify as a REMIC, unless the related
Mortgagor shall demonstrate to the reasonable satisfaction of the Special Servicer that the loan-to-value ratio of the remaining
Mortgaged Property is 125% or less, excluding the value of personal property and going concern value.


 


(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 (or any Non-Specially Serviced Loan with respect to which such determination derives
from the Special Servicer’s consideration of a Major Decision or Special Servicer Decision that is subject to its processing
and/or consent rights pursuant to Section 3.18(a) of this Agreement) 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 related 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 Major Decision, with respect
to any Mortgage Loan (other than any Excluded Loan), the approval of the Directing Holder (during a Control Termination Event
while no Consultation Termination Event is continuing, upon consultation with the Directing Holder); provided that with
respect to any Serviced AB Whole Loan, if no related AB Control Appraisal Period is continuing, the approval of the holder of
the related AB Subordinate Companion Loan will be required to the extent set forth in the related Intercreditor Agreement and
the Directing Certificateholder shall have no consent or consultation rights regarding the matter; and (z) additionally, with
respect to a Serviced Whole Loan, the rights of the related Serviced Companion Noteholder, 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


 



     -249-


     


    

 


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 with respect to the Directing
Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of the Controlling Class (regardless
of whether an Operating Advisor Consultation Event has occurred and is continuing), the Special Servicer shall consult with the
Operating Advisor (telephonically or electronically), on a non-binding basis, in connection with the related transactions involving
proposed Major Decisions that it is processing or for which its consent is required 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 described in clauses (e)(i) and (e)(ii) and clause (i) of the definition thereof
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 but with regard to any other Special Servicer Decision
processed by the Special Servicer, the Special Servicer will be entitled to 100% of the related fees.


 


The
Special Servicer shall use its reasonable efforts to the extent reasonably 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 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) if no Control Termination Event is continuing 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 Loans 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


 



     -250-


     


    

 


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 the 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, the
Special Servicer shall notify the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor (during an
Operating Advisor Consultation Event), the Directing Holder (other than during a Consultation Termination


 



     -251-


     


    

 


Event, and other than
with respect to any Excluded Loan), the applicable Companion Holder 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, the Directing Holder (only if no Consultation Termination Event is continuing and other than with respect to
an Excluded Loan), the applicable Companion Holder 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 Z or 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 the 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. If 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,
the 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 the form of Exhibit KK shall no longer be required hereunder. From time to time,
the Master Servicer, the 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


 



     -252-


     


    

 


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,
if 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 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


 



     -253-


     


    

 


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
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 that are subject to defeasance and identified on Schedule 3, the related Mortgage Loan Seller has transferred
to a third party or has retained on behalf of itself or its Affiliate the right to establish or designate the successor borrower
and/or to purchase or cause to be purchased the related defeasance collateral (collectively, the “Loan Seller Defeasance
Rights and Obligations”). If 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 pursuant to the notice provisions hereof. If the successor borrower is not designated or formed by the related Mortgage
Loan Seller or any Affiliate or successor thereto, the successor borrower shall be reasonably acceptable to the Master Servicer
in accordance with the Servicing Standard.


 


(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


 



     -254-


     


    

 


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 clause (d) of the definition of “Special Servicer Decision”, the Special
Servicer shall not approve any such modification, waiver or amendment or consent thereto without first having received a copy
of an Opinion of Counsel addressed to the Special Servicer and the Master Servicer that such modification, waiver, consent or
amendment will not cause an Adverse REMIC Event.


 


Section
3.19     Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping;
Asset Status Report. (a) Upon determining that a Servicing Transfer Event has occurred with respect to any
Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan, the Master Servicer or the Special
Servicer, as applicable, shall promptly give notice to the Master Servicer or the Special Servicer, as applicable, the
Operating Advisor and the Directing Holder (in the case of the Directing Holder, (i) if no Consultation Termination Event is
continuing and (ii) other than with respect to an Excluded Loan) 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


 



     -255-


     


    

 


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, the Directing Holder
(other than with respect to any Excluded Loan and only if no Consultation Termination Event is continuing), 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. If no Consultation Termination Event is continuing,
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 the Directing Holder (other than with respect to any Excluded Loan and only if no Consultation Termination Event
is continuing) and shall return the related Mortgage File and Servicing File to the Master Servicer (or copies thereof if copies
only were delivered to the Special Servicer) and upon giving such notice, and returning such Mortgage File and Servicing File
to the Master Servicer, the Special Servicer’s obligation to service such Corrected Loan shall terminate and the obligations
of the Master Servicer to service and administer such Mortgage Loan and, if applicable, the related Companion Loan shall recommence.


 


(b)         In
servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian originals
of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File to the extent
within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer with copies
of any additional related Mortgage Loan or Serviced Companion Loan information including correspondence with the related Mortgagor.


 


(c)         Notwithstanding
the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with respect to each of the
Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced Mortgage Loan)
and shall provide the Special Servicer with any information in its possession with respect to such records to enable the Special
Servicer to perform its duties under this


 



     -256-


     


    

 


Agreement; provided that this statement shall not be construed to require the
Master Servicer to produce any additional reports.


 


(d)         No
later than (i) sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and, if applicable, any related Companion Loan (if any Serviced Whole Loan becomes a Specially Serviced Loan) and (ii) prior to
taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision)
with respect to a Specially Serviced Loan, the Special Servicer 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 (the
“Initial Delivery Date”) and will be required to prepare one or more additional Asset Status Reports with respect
to any such Specially Serviced Loan subsequent to the issuance of a Final Asset Status Report to the extent that during the course
of the resolution of such Specially Serviced Loan material changes in the strategy reflected in the initial Final Asset Status
Report (or subsequent Final Asset Status Report) are necessary to reflect the then current recommendation as to how the Specially
Serviced Loan might be returned to performing status or otherwise liquidated in accordance with the Servicing Standard (each such
report a “Subsequent Asset Status Report”). Each Asset Status Report shall be delivered in electronic form
to the Master Servicer, the Directing Holder (other than with respect to an Excluded Loan and only if no Consultation Termination
Event is continuing), the Operating Advisor (but, other than with respect to an Excluded Loan, only during an Operating Advisor
Consultation 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. The Special Servicer shall notify
the Operating Advisor of whether any Asset Status Report delivered to the Operating Advisor is a Final Asset Status Report. 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)        a
summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


(ii)       a
discussion of the legal and environmental considerations reasonably known 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 Specially Serviced Loan and whether outside legal counsel has been retained;


 


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


 


(iv)      (A)
the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including
the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the


 



     -257-


     


    

 


Master Servicer for
regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description
of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered by the Special
Servicer in connection with the proposed or taken actions;


 


(v)       the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced 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;


 


(vi)      a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights
lease, if applicable) or franchise agreement;


 


(vii)     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;


 


(viii)    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 and all related assumptions;


 


(ix)      the
appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an
explanation of those adjustments; and


 


(x)       such
other information as the Special Servicer deems relevant in light of 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 (or, in the case of an Asset Status Report prepared prior to making a determination of an Acceptable
Insurance Default, 10 days) of receiving an Asset Status Report, the Directing Holder does not disapprove such Asset Status Report
in writing (or, in the case of an Asset Status Report prepared prior to making a determination of an Acceptable Insurance Default,
20 days), or if the Special Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by
the Directing Holder (communicated to the Special Servicer within ten (10) Business Days) is not in the best interest of all the
Certificateholders), the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided,
however, that the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or
the terms of the applicable Mortgage Loan documents. If, with respect to any Mortgage Loan other than an Excluded Loan with respect
to the Directing Holder or the Holder of the majority of the Controlling Class if no Control Termination Event is continuing,
the Directing Holder disapproves such Asset Status Report within ten (10) Business Days (or, in the case of an Asset


 



     -258-


     


    

 


Status Report
prepared prior to making a determination of an Acceptable Insurance Default, 20 days) of receipt and the Special Servicer has
not made the affirmative determination described above, 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 Directing Holder (if no Consultation Termination Event is continuing and other than if an Excluded Loan), the Operating
Advisor (but only during an Operating Advisor Consultation 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, 10 days 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, 10 days 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, if no Control Termination Event is continuing 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 with
respect to the Directing Holder or the Holder of the majority of the Controlling Class, if no Control Termination Event is continuing,
the Special Servicer shall revise such Asset Status Report as described above in this Section 3.19(d) until the Directing
Holder shall fail to disapprove such revised Asset Status Report in writing within ten (10) Business Days or, in the case of an
Asset Status Report prepared prior to making a determination of an Acceptable Insurance Default, 10 days) of receiving such revised
Asset Status Report or until the Special Servicer makes a determination, in accordance with the Servicing Standard, that the disapproval
is not in the best interests of the Certificateholders; provided that, if the Directing Holder has not approved the Asset
Status Report for a period of sixty (60) Business Days following the first submission of an Asset Status Report, the Special Servicer
may act upon the most recently submitted form of Asset Status Report, if consistent with the Servicing Standard; provided,
however, that such Asset Status Report does not, and is not intended to be, a substitute for the approvals that are specifically
required pursuant to Section 6.08. The procedures described in this paragraph are collectively referred to as the “Directing
Holder Approval Process”. 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 not rejected pursuant
to the terms of this Section 3.19(d). Notwithstanding anything herein to the contrary, with respect to any Excluded Loan
with respect to the Directing Holder or the Holder of the majority of the Controlling Class (regardless of whether an Operating
Advisor Consultation Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor (telephonically
or electronically), on a non-binding basis, in connection with an Asset Status Report for an Excluded Loan with respect to the
Directing Holder or the Holder of the majority of the Controlling Class that includes a Major


 



     -259-


     


    

 


Decision that it is processing or
for which its consent is required 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 Holder hereunder or under a related Intercreditor Agreement or failure of the Directing
Holder to consent to or approve (including any deemed consents or approvals) any request of the Special Servicer, shall (a) require
or cause the Special Servicer to violate the terms of a Specially Serviced Loan, applicable law or any provision of this Agreement,
including the Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status
of each Trust REMIC and the grantor trust status of the Grantor Trust, (b) result in the imposition of a “prohibited transaction”
or “prohibited contribution” tax under the REMIC Provisions, (c) expose the Master Servicer, the Special Servicer,
the Depositor, the Operating Advisor, the Mortgage Loan Sellers, the Trust, the Trustee, the Certificate Administrator or their
respective officers, directors, members, employees or agents to any claim, suit or liability or (d) materially expand the scope
of the Special Servicer’s, Trustee’s or the Master Servicer’s responsibilities under this Agreement.


 


Prior
to an Operating Advisor Consultation Event, the Special Servicer will be required to deliver each Final Asset Status Report to
the Operating Advisor after the completion of the Directing Holder Approval Process. The Operating Advisor’s review of any
such Final Asset Status Report shall only provide background information to support the Operating Advisor’s duties concerning
the Special Servicer’s compliance with the Servicing Standard, and the Operating Advisor shall not provide comments to the
Special Servicer in respect of such Final Asset Status Report.


 


During
the continuance of an Operating Advisor Consultation Event, the Operating Advisor shall provide comments to the Special Servicer
in respect of the applicable Asset Status Report, if any, within ten (10) Business Days following the later of (i) receipt of
such Asset Status Report or (ii) receipt of such additional information reasonably requested by the Operating Advisor related
thereto, and propose possible alternative courses of action to the extent it determines such alternatives to be in the best interest
of the Certificateholders (including any Certificateholders that are Controlling Class Certificateholders), as a collective whole.
The Special Servicer shall consider such non-binding alternative courses of action, if any, and any other feedback provided by
the Operating Advisor (and for so long as no Consultation Termination Event is continuing, the Directing Holder) in connection
with the Special Servicer’s preparation of any Asset Status Report that is provided while an Operating Advisor Consultation
Event has occurred and is continuing. The Special Servicer may revise the Asset Status Report as it deems necessary to take into
account any input and/or comments from the Operating Advisor (and for so long as no Consultation Termination Event is continuing,
the Directing Holder), to the extent the Special Servicer determines that the Operating Advisor’s and/or Directing Holder’s
input and/or recommendations are consistent with the Servicing Standard and in the best interest of the Certificateholders as
a collective whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders and the holders of
the related Companion Loan(s), as a collective whole (taking into account the pari passu or subordinate nature of each
such Companion Loan)). Promptly upon determining whether or not to revise any Asset Status Report to take into account any input
and/or comments from the Operating Advisor or the Directing Holder, the Special Servicer shall deliver to the Operating Advisor
and the Directing


 



     -260-


     


    

 


Holder the revised Asset Status Report (until a Final Asset Status Report is issued). The procedures described
in this paragraph are collectively referred to as the “ASR Consultation Process”.


 


During
a Control Termination Event (and at any time with respect to any Excluded Loan with respect to such party or the Holder of the
majority of the Controlling Class), the Directing Holder shall have no right to consent to any Asset Status Report under this
Section 3.19. During a Control Termination Event but while no Consultation Termination Event is continuing, the Special
Servicer shall send the Directing Holder (except with respect to any Excluded Loan), and, during an Operating Advisor Consultation
Event, the Operating Advisor, the Asset Status Report and the Operating Advisor and the Directing Holder shall consult with the
Special Servicer (telephonically or electronically) and propose alternative courses of action and provide other feedback in respect
of any Asset Status Report. The Directing Holder (or, if the Directing Holder is the Directing Certificateholder, other than in
its capacity as a Certificateholder) (in each case, during a Consultation Termination Event (and at any time with respect to any
Excluded Loan)), shall have no right to receive any Asset Status Report or otherwise consult with the Special Servicer with respect
to Asset Status Reports and the Special Servicer shall only be obligated to consult with the Operating Advisor on a non-binding
basis with respect to any Asset Status Report as described above. The Special Servicer may choose to revise the Asset Status Report
as it deems reasonably necessary in accordance with the Servicing Standard to take into account any input and/or recommendations
of the Operating Advisor or the Directing Holder during the applicable periods described above, but is under no obligation to
follow any particular recommendation of the Operating Advisor or the Directing Holder.


 


The
Special Servicer shall implement the Final Asset Status Report; provided, however, that the Special Servicer may
not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable Mortgage Loan documents.


 


Notwithstanding
anything to the contrary herein, the Directing Holder shall not have any consultation or approval rights with respect to an Asset
Status Report that relates to an Excluded Loan.


 


Notwithstanding
the foregoing, the Special Servicer shall not be permitted to follow any advice, direction or consultation provided by the Operating
Advisor, any Serviced Companion Noteholder (or its representative) or the Directing Certificateholder that would require or cause
the Special Servicer to violate any applicable law, be inconsistent with the Servicing Standard or any Intercreditor Agreement,
require or cause the Special Servicer to violate provisions of this Agreement, require or cause the Special Servicer to violate
the terms of any Intercreditor Agreement or any Mortgage Loan or Serviced Whole Loan, expose any Certificateholder or any party
to this Agreement or their affiliates, officers, directors or agents to any claim, suit or liability, cause 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,


 



     -261-


     


    

 


 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)       During
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)        If
no Control Termination Event is continuing, 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 (other than with respect to any Excluded Loan) 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 a Serviced AB Whole Loan if no AB Control Appraisal Period
is continuing (to the extent approved by the related AB Whole Loan Controlling Holder)). With respect to any Mortgage Loan other
than an Excluded Loan, if, while no Control Termination Event is continuing, within five (5) Business Days of receipt of such
draft summary, the Directing Certificateholder approves of, or does not disapprove of such draft summary, then the Special Servicer
shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate Administrator for
posting on the Certificate Administrator’s Website pursuant to Section 3.13(b). If the Directing Certificateholder
affirmatively disapproves of such summary in writing, then within two (2) Business Days of receipt of such disapproval, the Special
Servicer shall revise the summary and deliver such new summary to the Directing Certificateholder until the Directing Certificateholder
approves such draft summary; provided, however, that if the Directing Certificateholder has not approved of the
draft summary of the Final Asset Status Report within twenty (20) Business Days of receipt of the initial draft summary of the
Final Asset Status Report, then the most recent draft summary of the Final Asset Status Report delivered by the Special Servicer
prior to such 20th Business Day shall be deemed to be the final summary of the Final Asset Status Report; provided, further,
however, that if at any time the Special Servicer determines that any affirmative disapproval of such draft summary by
the Directing Certificateholder is not in the best interest of all the Certificateholders pursuant to the Servicing Standard,
the Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate
Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b) notwithstanding
such disapproval. The Special Servicer shall promptly deliver (but in any event no later than two (2) Business Days following
its completion) a copy of each Final Asset Status Report to the Operating Advisor. The Special Servicer shall prepare a summary
of any Final Asset Status Report related to any Serviced AB Whole Loan for which the related holder of an AB Subordinate Companion
Loan is not subject to an AB Control Appraisal Period, which Final Asset Status Report has been approved or deemed approved by
the holder of the related AB Subordinate Companion Loan in accordance with the related Intercreditor


 



     -262-


     


    

 


Agreement (to the extent
such Intercreditor Agreement requires such approval or deemed approval), 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, during a Control Termination Event, the Directing Holder or
a recommendation of the Operating Advisor or, during a Control Termination Event, or the Directing Holder.


 


Section
3.20     Sub-Servicing Agreements. (a) The Master Servicer and the 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 the 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 Asset Representations Reviewer, the
Certificate Administrator, the Master Servicer or the 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 the Special Servicer, as applicable, is permitted hereunder to modify such Mortgage Loan; (vii)
does not permit the Sub-Servicer to take any action constituting a Major Decision or a Special Servicer Decision without the
consent of the Master Servicer or Special Servicer, as applicable (subject to the rights of the Directing
Certificateholder pursuant to Section 6.08) or any Mortgagor requested action that is neither a Major Decision nor a Special
Servicer Decision without the Master Servicer’s consent; (viii) 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 (ix) provides
that the Sub-Servicer shall be in default


 



     -263-


     


    

 


under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be
terminated (following the expiration of any applicable Grace Period) if the Sub-Servicer fails (A) to deliver by the due date
any Exchange Act reporting items required to be delivered to the Master Servicer, Certificate Administrator or Depositor
under Article XI or under the Sub-Servicing Agreement or to the master servicer under any other pooling and servicing
agreement that the Depositor is a party to, or (B) to perform in any material respect any of its covenants or obligations
contained in the Sub-Servicing Agreement regarding creating, obtaining or delivering any Exchange Act reporting items
required for any party to this Agreement to perform its obligations under Article XI or under the Exchange Act
reporting items required under any other pooling and servicing agreement that the Depositor is a party to. Any successor
master servicer or special servicer, as applicable, hereunder shall, upon becoming successor master servicer or special
servicer, as applicable, be assigned and may assume any Sub-Servicing Agreements from the predecessor Master Servicer or the
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 the 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 the 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.


 



     -264-


     


    




 


(b)           Each
Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of
the related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s
or the Special Servicer’s obligations, as applicable, under this Agreement.


 


(c)           As
part of its servicing activities hereunder, the Master Servicer or the Special Servicer, as applicable, for the benefit of
the Trustee and the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the
performance and enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement, except that the
Master Servicer shall be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the
requirements of Article XI hereof. Such enforcement, including, without limitation, the legal prosecution of claims,
termination of Sub-Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent and at such time as is in accordance with the Servicing
Standard. The Master Servicer or the Special Servicer, as applicable, shall have the right to remove a Sub-Servicer retained
by it in accordance with the terms of the related Sub-Servicing Agreement.


 


(d)           If
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, if the Trustee or any other Person becomes successor master servicer, the Trustee
or such successor master servicer


 






     -265-


     


    

 


shall
have the right to terminate such Sub-Servicing Agreement with or without cause and without a fee. Notwithstanding the foregoing
or any other contrary provision in this Agreement, the Trustee and any successor master servicer shall assume each Initial Sub-Servicing
Agreement and (i) the Initial Sub-Servicer’s rights and obligations under the Initial Sub-Servicing Agreement shall expressly
survive a termination of the Master Servicer’s servicing rights under this Agreement; provided that the Initial Sub-Servicing
Agreement has not been terminated in accordance with its provisions; (ii) any successor master servicer, including, without limitation,
the Trustee (if it assumes the servicing obligations of the Master Servicer) shall be deemed to automatically assume and agree
to the then-current Initial Sub-Servicing Agreement without further action upon becoming the successor master servicer and (iii)
this Agreement may not be modified in any manner which would increase the obligations or limit the rights of the Initial Sub-Servicer
hereunder and/or under the Initial Sub-Servicing Agreement, without the prior written consent of the Initial Sub-Servicer (which
consent shall not be unreasonably withheld).


 


(h)           With
respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall, upon request
(such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the related Sub-Servicer,
reasonably cooperate in delivering reports and information, including remittance information, and affording access to information
to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the Master Servicer pursuant
to the terms hereof.


 


(i)           Notwithstanding
any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement that provides for
the performance by third parties of any or all of its obligations herein, without, if no Control Termination Event is continuing
and other than with respect to any Mortgage Loan that is an Excluded Loan with respect to the Directing Holder or, if the Directing
Holder is the Directing Certificateholder, the Holder of the majority of the Controlling Class, the consent of the Directing Holder,
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 the 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
2019 (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”).


 






     -266-


     


    

 


(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.


 


Section
3.22     Directing Holder and Operating Advisor Contact with the Master Servicer and the Special Servicer. Within
a reasonable time upon request from the Directing Holder 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) the Directing Holder ((i) if no Consultation Termination Event is
continuing and (ii) other than with respect to any Excluded Loan) and (b) 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 Holder. (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. In any case, such notification may be delivered via electronic mail.


 


On
the Closing Date, the initial Directing Certificateholder shall deliver to the parties to this Agreement 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 execute and also deliver to the parties to this Agreement 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, the 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


 






     -267-


     


    

 


Certificateholders
to select a new Directing Certificateholder. If (i) the Master Servicer, the Certificate Administrator, the Special Servicer,
the Trustee or the Operating Advisor receives written notice from a majority of the Controlling Class Certificateholders that
a Directing Certificateholder is no longer designated and (ii) the Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class (or a representative thereof) becomes the Directing Certificateholder pursuant to
the proviso of the definition of “Directing Certificateholder”, then the Controlling Class Certificateholder that
owns the largest aggregate Certificate Balance of the Controlling Class (or its representative) shall provide its name and address
to the Certificate Administrator and notify the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee
and the Operating Advisor that it is the new Directing Certificateholder; provided that the Master Servicer, the Certificate
Administrator, the Special Servicer, the Trustee and the Operating Advisor shall be entitled to rely on the written notification
provided by the purported Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling
Class without independently verifying that such Controlling Class Certificateholder actually owns the largest aggregate Certificate
Balance of the Controlling Class.


 


(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)           If
no Directing Holder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master
Servicer or the Special Servicer, as the case may be, 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 Holder 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 Holder 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, if no Consultation Termination Event is continuing, 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, Argentic 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 and is continuing.


 


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.


 






     -268-


     


    

 


(f)           If
to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate
Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling
Class.


 


(g)           Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Holder may have special
relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Holder
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 Holder 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 Holder shall have
no liability whatsoever (other than to a Controlling Class Certificateholder, to the extent the Directing Certificateholder is
the Directing Holder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Holder
or any director, officer, employee, agent or principal of the Directing Holder 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 Holder 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, the Directing Holder and any AB Whole Loan Controlling Holder.


 


(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 Holder 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, the Special Servicer, Certificate Administrator, Trustee, Operating Advisor or any Certificateholder and provide such
information to the requesting party and such requesting party may rely on such information.


 


(l)           [Reserved].


 


(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


 



     -269-


     


    




 


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, (ii) any Consultation Termination Event or (iii) any Operating Advisor Consultation Event.
Upon the Certificate Administrator’s determination that a Control Termination Event, a Consultation Termination Event or
an Operating Advisor Consultation 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.


 


If
a Control Termination Event has occurred due to a reduction of the Certificate Balance of the Class E-RR 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
E-RR Certificates to less than 25% of the Original Certificate Balance thereof.”


 


If
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.”


 


The
Directing Holder shall not have any consent or consultation rights with respect to any Mortgage Loan determined to be an Excluded
Loan. In respect of the servicing of any such Excluded Loan, a Control Termination Event and Consultation Termination Event will
be deemed to have occurred with respect to such Excluded Loan.


 


Section
3.24      Intercreditor Agreements. (a) Each of the Master Servicer and the 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


 






     -270-


     


    

 


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.
All parties hereto further acknowledge and agree that any AB Whole Loan Controlling Holder will have the right to replace the
Special Servicer solely with respect to the related Serviced AB Whole Loan and shall be entitled to exercise all approval rights
of the Directing Holder regarding any Asset Status Report in respect of the related Mortgage Loan or related REO Property, without
regard to the occurrence of any Control Termination Event or Consultation Termination Event, to the extent provided for herein
and in the related Intercreditor Agreement.


 


(b)           Neither
the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement
in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between the terms of
this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement that
may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a Companion Holder
or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any instruction or
direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event
shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the Master Servicer
or the 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 the 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 the
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 the Special Servicer’s obligation to act in accordance with the Servicing Standard
and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, (b) result in the imposition
of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions 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.


 






     -271-


     


    

 


(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 and 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 the 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 the 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, unless the Master Servicer and the Special Servicer mutually agree that, in connection with any
modification, waiver or amendment that constitutes a Major 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 (ii) with respect to any Specially
Serviced Loan, the Special Servicer, as applicable, shall be required (1) to the extent the required notice address has been provided,
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 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 and continuance 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 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 the 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 the 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


 






     -272-


     


    

 


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 the 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 the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master
Servicer or the Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.


 


(g)           With
respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor
Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than 2 Business Days
after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


 


(h)           Any
modification or amendment to an Intercreditor Agreement that would materially adversely affect the rights, duties and obligations
of the Master Servicer or the Special Servicer, as applicable, shall require the prior consent of the Master Servicer or the Special
Servicer, as applicable.


 


(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


 






     -273-


     


    

 


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 not, promptly request
the related Rating Agency Confirmation again (which may also be through direct communication). 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 this
Section 3.25.


 


If
there is no response to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC
No-Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing
such request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage
Loan document requiring such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the
servicing of the Mortgage Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency
Confirmation shall be deemed not to apply for such matter at such time (as if such requirement did not exist) with respect to
such Rating Agency and the Master Servicer (with respect to non-Specially Serviced Loans, if the Master Servicer is processing
the action requiring Rating Agency Confirmation) or the Special Servicer (with respect to Specially Serviced Loans, REO Mortgage
Loans and non-Specially Serviced Loans if the Special Servicer is processing the action requiring Rating Agency Confirmation with
respect to such non-Specially Serviced Loans), as the case may be, may then take such action if the Master Servicer (with respect
to non-Specially Serviced Loans, if the Master Servicer is processing the action requiring Rating Agency Confirmation) or the
Special Servicer (with respect to Specially Serviced Loans, REO Mortgage Loans and non-Specially Serviced Loans if the Special
Servicer is processing the action requiring Rating Agency Confirmation with respect to such non-Specially Serviced Loans), as
applicable, confirms its original determination (made prior to making such request) that taking the action with respect to which
it requested the Rating Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect to a replacement
of the Master Servicer or the 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 has been appointed and currently serves as a master servicer
or a special servicer, as applicable, on a transaction-level basis on a commercial mortgage-backed securities transaction currently
rated by Moody’s that currently has securities outstanding and for which Moody’s has not cited servicing concerns
with respect to such 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 rating 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, (ii) the applicable
replacement master servicer or special


 






     -274-


     


    

 


servicer
is rated at least “CMS3” (in the case of the replacement master servicer) or “CSS3” (in the case of the
replacement special servicer), if Fitch is the non-responding Rating Agency or (iii) DBRS has not publicly cited servicing concerns
with respect to 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 such replacement 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 the 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 the Special Servicer, as applicable, shall provide electronic written notice to the 17g-5
Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall promptly
post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)           Notwithstanding
anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan document relating to
defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release or substitution
of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master Servicer or
the 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) the
actions of the Special Servicer with respect to a Mortgage Loan when it is a Specially Serviced Loan (as provided in Section
3.19(d), Section 3.26 and Section 6.08) and during an Operating Advisor Consultation Event the actions of the
Special Servicer with respect to Major Decisions relating to the Mortgage Loans when they are not a Specially Serviced Loan when
a Major Decision Reporting Package has been delivered, (ii) all reports by the Special Servicer made available to Privileged Persons
on the Certificate Administrator’s Website and (iii) each Asset Status Report (during an Operating Advisor Consultation
Event) and each Final Asset Status Report delivered to the Operating Advisor by the Special Servicer. The Operating


 






     -275-


     


    

 


Advisor
shall perform its duties hereunder in accordance with the Operating Advisor Standard. In addition and for the avoidance of doubt,
although the Operating Advisor may have certain consultation duties with the Master Servicer with respect to certain Major Decisions
processed by the Master Servicer, the Operating Advisor will have no obligations or responsibility at any time to review or assess
the actions of the Master Servicer for compliance with the Servicing Standard, and the Operating Advisor will not be required
to consider such Master Servicer actions in connection with any Operating Advisor Annual Report.


 


(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 Holder in connection with the Directing
Holder’s exercise of its rights under this Agreement (including, without limitation, in connection with the review
and/or approval of any Asset Status Report) or otherwise in connection with this transaction, except under the circumstances
described in Section 3.26(f) and subject to any Privileged Information Exception or law, rule, regulation, order,
judgment or decree requiring the disclosure of such labeled Privileged Information. Subject to the terms and conditions in
this Agreement related to Privileged Information, the Operating Advisor agrees that it shall use information received from
the Special Servicer pursuant to the terms of this Agreement solely for purposes of complying with its duties and obligations
hereunder.


 


(c)           (i)
Based on the Operating Advisor’s review of any assessment of compliance report, any attestation report, any Major Decision
Reporting Package, and/or Asset Status Report (in the case of a Major Decision Reporting Package or Asset Status Report, during
an Operating Advisor Consultation Event), any Final Asset Status Report and other reports by the Special Servicer made available
to Privileged Persons that are posted on the Certificate Administrator’s Website during the prior calendar year, the Operating
Advisor shall (if, at any time during the prior calendar year, (i) any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
or Serviced Whole Loan was a Specially Serviced Loan or (ii) the Operating Advisor was entitled to consult with the Special Servicer
with respect to any Major Decision that occurred during the prior calendar year) deliver to the Depositor, the Certificate Administrator
(who shall promptly post such report on the Certificate Administrator’s Website in accordance with Section 3.13(b))
and the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website in accordance with Section
3.13(c)) within one hundred twenty (120) days of the end of the prior calendar year, 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), that (a) sets forth whether the Operating Advisor believes, in its sole discretion exercised in good faith,
that the Special Servicer is operating in compliance with the Servicing Standard with respect to its performance of its duties
under this Agreement with respect to Specially Serviced Loans (and, during an Operating Advisor Consultation Event, with respect
to Major Decisions on Non-Specially Serviced Loans) during the prior calendar year on an “asset-level basis”, and
(b) identifies (1) which, if any, standards the Operating Advisor believes, in its sole discretion exercised in good faith, the
Special Servicer has failed to comply and (2) any material deviations from the Special Servicer’s obligations under this
Agreement with respect to


 






     -276-


     


    

 


the
resolution or liquidation of any Specially Serviced Loan or REO Property (other than with respect to any REO Property related
to any Non-Serviced Mortgage Loan); provided, however, that if the Special Servicer is replaced, the Operating Advisor
Annual Report shall only relate to the Special Servicer that was acting as Special Servicer as of December 31 in the prior calendar
year and is continuing in such capacity through the date of such Operating Advisor Annual Report; provided, further,
that the Operating Advisor shall prepare a separate Operating Advisor Annual Report relating to each Excluded Special Servicer
and any Excluded Special Servicer Loan(s) serviced by such Excluded Special Servicer. In preparing any Operating Advisor Annual
Report, the Operating Advisor shall not be required to report on instances of non-compliance with, or deviations from, the Servicing
Standard or the Special Servicer’s obligations under this Agreement that the Operating Advisor determines, in its sole discretion
exercised in good faith, to be immaterial. Only as used in connection with the Operating Advisor Annual Report, the term “asset-level
basis” refers to the Special Servicer’s performance of its duties with respect to the pool of Specially Serviced Loans
(and, during an Operating Advisor Consultation Event, with respect to Major Decisions on non-Specially Serviced Loans) under this
Agreement 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, Major Decision Reporting Package, Asset Status Report (during an Operating
Advisor Consultation Event), Final Asset Status Report and other information, in each case, delivered to the Operating Advisor
by the Special Servicer (other than any communications between the Directing Holder and the Special Servicer that would be Privileged
Information) pursuant to this Agreement. Subject to the restrictions in this Agreement, including, without limitation, Section
3.26(f) hereof, each such Operating Advisor Annual Report shall 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 Depositor, 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 five (5) Business Days prior to its delivery to the Depositor, 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.


 


(ii)         Notwithstanding
anything in this Agreement to the contrary (A) the Operating Advisor’s assessment of the Special Servicer’s performance
shall be based on the provisions of this Agreement and (B) so long as LNR Partners, LLC is acting as Special Servicer, LNR Partners,
LLC shall provide the Operating Advisor reasonable access, at LNR Partners, LLC’s offices during normal business hours,
to LNR Partners, LLC’s policies and procedures. The Operating Advisor shall be permitted to review such policies and procedures
but will not be permitted to retain hard copies and will not be provided with any electronic copies or soft copies. The Operating
Advisor shall keep all information contained in the policies and procedures strictly confidential, except (A) the Operating Advisor
may disclose such information if (i) such information becomes generally available and known to the public other than as a result
of a disclosure directly


 






     -277-


     


    

 


or indirectly by the Operating Advisor, or (ii) such disclosure is required by applicable law, order,
rule or regulation, as evidenced by an Opinion of Counsel delivered to the Operating Advisor and the Special Servicer, and (B)
the Operating Advisor may disclose a particular portion of the policies and procedures solely when necessary to support specific
conclusions concerning allegations of material deviations from the Servicing Standard (i) in the Operating Advisor Annual Report,
or (ii) in connection with a recommendation by the Operating Advisor to replace LNR Partners, LLC as the Special Servicer pursuant
to the provisions of this Agreement. Notwithstanding the foregoing, the Operating Advisor shall be permitted to share such information
with its Affiliates and any subcontractors of the Operating Advisor to the extent reasonably necessary to perform the Operating
Advisor’s obligations under this Agreement and provided such Affiliates and subcontractors of the Operating Advisor agree
in writing prior to their receipt of such information to be bound by the same confidentiality provisions applicable to the Operating
Advisor. The Operating Advisor’s assessment may not take into account (i) the fact that LNR Partners, LLC provided physical
access and not via electronic copy to the LNR Partners, LLC written policies and procedures pursuant to the provisions of this
Agreement and (ii) the waiver or reduction of any Operating Advisor Consulting Fee pursuant to Section 3.05(a) of this
Agreement. Nothing set forth herein shall limit or affect the scope of the Operating Advisor’s review in connection with
its preparation of the Operating Advisor Annual Report, provided that the Operating Advisor’s access to or reliance upon
LNR Partners, LLC’s written policies and procedures shall be subject to the terms of this paragraph.


 


(iii)        If
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 notice of action and 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 known to the Operating Advisor 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 conclusively
rely on the accuracy and completeness of any information it is provided without liability for any such reliance thereunder.


 


(iv)        The
ability to perform the duties of the Operating Advisor and the quality and the depth of any Operating Advisor Annual Report shall
be dependent upon the timely receipt of information prepared or made available by others and the accuracy and the completeness
of such information. In addition, in no event will the Operating Advisor have the power to compel any transaction party to take,
or refrain from taking, any action. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness
of any information it is provided without liability for any such reliance thereunder.


 


(v)         If
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.


 






     -278-


     


    

 


(d)           (i)
After the calculation has been finalized (and if an Operating Advisor Consultation Event has occurred and is continuing prior
to the utilization) by the Special Servicer of any of the calculations related to 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 and, in the case of any Appraisal
Reduction Amount or Collateral Deficiency Amount, only to the extent the Master Servicer has provided such information to the
Special Servicer), 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 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(d), if the Operating Advisor does not agree with the mathematical calculations of the
net present value, Appraisal Reduction Amount or Collateral Deficiency Amount (as calculated by the Special Servicer) 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 material 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 to the Operating Advisor. 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. If the Operating Advisor and 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 (and shall provide prompt written notice
of such determination to the Operating Advisor and the Special Servicer). 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.


 


(e)           Notwithstanding
the foregoing, if no Operating Advisor Consultation Event is continuing, the Operating Advisor’s review will be limited
to an after-the-action review of the reports and material described above (together with any additional information and material
reviewed by the Operating Advisor) and, therefore, it shall have no involvement with respect to collateral substitutions, assignments,
workouts, modifications, consents, waivers, insurance policies, mortgagor substitutions, lease changes, additional borrower debt,
defeasances, property management changes, releases from escrow, assumptions or other similar actions that the Special Servicer
may perform under this Agreement and will have no obligations at any time with respect to any Non-Serviced Mortgage Loan. In addition,
with respect to the


 






     -279-


     


    

 


Operating
Advisor’s review of net present value calculations as described above, the Operating Advisor’s recalculation will
not take into account the reasonableness of Special Servicer’s property and borrower performance assumptions or other similar
discretionary portions of the net present value calculation.


 


(f)           The
Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not, without the prior written consent of the Special Servicer and (for so long as no Consultation Termination
Event is continuing) the Directing Holder (with respect to any Mortgage Loan other than a Non-Serviced Whole Loan and any applicable
Excluded Loan), disclose such information to any other Person (including any Certificateholders which are not then included in
the Control Eligible Certificates, other than the Directing Certificateholder), other than (i) to the extent expressly set forth
herein, to the other parties to this Agreement with a notice indicating that such information is Privileged Information, (ii)
pursuant to a Privileged Information Exception or (iii) where necessary to support specific findings or conclusions concerning
allegations of deviations from the Servicing Standard (A) in the Operating Advisor Annual Report or (B) in connection with a recommendation
by the Operating Advisor to replace the Special Servicer. Each party to this Agreement that receives “Privileged Information”
from the Operating Advisor with a notice stating that such information is Privileged Information shall not disclose such Privileged
Information to any other 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, a Servicing
Shift Whole Loan or an Excluded Loan) other than pursuant to a Privileged Information Exception. In addition and for the avoidance
of doubt, while the Operating Advisor may serve in a similar capacity with respect to Other Securitizations that involve the same
parties or borrower involved in this securitization, the knowledge of the Operating Advisor gained from performing operating advisor
functions for such Other Securitizations are not imputed to the Operating Advisor performing the obligations hereunder. 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.


 


(g)           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).


 


(h)           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 (but not any Companion Loan) or each REO Mortgage Loan. As to each Mortgage
Loan and each REO Loan, the Operating Advisor Fee shall accrue from time to time at the Operating Advisor Fee Rate and shall be
computed on the basis of the Stated Principal Balance of such Mortgage Loan or REO 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


 






     -280-


     


    

 


due
on such REO Mortgage Loan is 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 Operating Advisor Consulting 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 Operating Advisor Consulting 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 the case may be, shall use commercially reasonable efforts
to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision that
are consistent with the efforts that the Master Servicer or the Special Servicer processing the Major Decision would use to collect
any Mortgagor-paid fees owed to it in accordance with the Servicing Standard, but only to the extent not prohibited by the related
Mortgage Loan documents. The Master Servicer or Special Servicer, as the case may be, 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
Serviced AB Whole Loan, if no AB Control Appraisal Period is continuing; provided, further, that the Operating Advisor
shall not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced Whole Loan.


 


(i)           During
a Consultation Termination Event, the Operating Advisor may be removed upon (i) the written direction of Certificateholders evidencing
not less than 25% of the Voting Rights (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


 






     -281-


     


    

 


Certificate
Administrator of all 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 to all applicable 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 applicable Certificates in such regard. Upon the vote or written direction
of Holders of at least 75% of the Voting Rights (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.


 


(j)           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. If the Trustee is unable
to find a replacement operating advisor that is an Eligible Operating Advisor within thirty (30) days of the termination of the
Operating Advisor, the Depositor shall be permitted to find a replacement. 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 (only for so long as
no Consultation Termination Event has occurred and is continuing), any Companion Holder and the Certificateholders.


 


(k)           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 Certificate Administrator
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.


 


(l)           If
no Control Termination Event is continuing, 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


 






     -282-


     


    

 


receipt
of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(m)          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, if the Operating Advisor has secured a replacement operating advisor
that is an Eligible Operating Advisor 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.


 


(n)           If
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(h) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(o)           The
parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed, that
(i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions taken
or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting party
to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other duty except
with respect to its specific obligations under this Agreement, and shall have no duty to any particular Class of Certificates
or particular Certificateholders or any third parties, and (iv) the Operating Advisor does not constitute an “investment
adviser” within the meaning of the Investment Advisers Act of 1940, as amended.


 


(p)           With
respect to the determination of whether an Operating Advisor Consultation Event has occurred and is continuing, or has terminated,
the Operating Advisor shall be entitled to rely solely on its receipt from the Certificate Administrator of notice thereof pursuant
to Section 3.23(m) of this Agreement, and, with respect to any obligations of the Operating Advisor that are performed
only during an Operating Advisor Consultation Event, the Operating Advisor shall have no obligation to perform any such duties
until the receipt of such notice.


 


(q)           The
Operating Advisor will be permitted to delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Agreement; provided that no agent or subcontractor
may (i) be affiliated with a Mortgagor, Sponsor, Master Servicer, the 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, the Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder or any


 






     -283-


     


    

 


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 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. If 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.


 






     -284-


     


    

 


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 (which, unless required by the related Intercreditor Agreement to be sent to additional parties, shall be satisfied
by the delivery to the “master servicer” under the related Other Pooling and Servicing Agreement) under the Other
Pooling and Servicing Agreement.


 


Section
3.29      Certain Matters Relating to the Non-Serviced Mortgage Loans. (a) If any of the
applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer
shall be replaced in accordance with the terms of the applicable Non-Serviced PSA, the Master Servicer and the Special
Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced
Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be.


 


(b)           If
any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master
Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the
Trustee, the Certificate 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, if no Control Termination Event is continuing, 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 if no Control Termination Event is continuing) 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, if no Consultation Termination Event is continuing,
or the Special Servicer,


 






     -285-


     


    

 


during
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.


 


(g)           On
the Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release transfer the related Mortgage
File (other than the note(s) designating the related Servicing Shift Mortgage Loan), the original of which shall be retained by
the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced PSA
and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the Mortgage Loan Seller
that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date,
transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related Servicing
Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (9), (12), (14) and
(18) of the definition of Mortgage File for the related Servicing Shift Whole Loan, to the related Non-Serviced Master
Servicer on the related Servicing Shift Securitization Date.


 


Upon
receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized
on the related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release
of the Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate with reasonable requests in
connection with such transfer of) the Servicing File to the related Non-Serviced Master Servicer identified to it pursuant to
the related notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date.


 


Promptly
upon any change in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together
with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator,
Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


 


Section
3.30      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 3.30 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 3.30 shall be posted on the Certificate Administrator’s Website under the
“Excluded


 






     -286-


     


    

 


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 3.30 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 Holder
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 Holder 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 Holder
or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan
shall be permitted to obtain such information in accordance with Section 3.13(a).


 


(b)           Nothing
set forth in this Agreement shall prohibit the Directing Holder 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 Holder
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.


 


Section
3.31      Horizontal Credit Risk Retention.


 


(a)           The
Retaining Party, prior to its acquisition of Certificates that constitute the Required Retention Amount, will be required to enter
into an agreement with the Depositor and the Mortgage Loan Sellers (the “Credit Risk Retention Compliance Agreement”).


 


(b)           None
of the Master Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator
or the Custodian shall be obligated to monitor, supervise or enforce the performance of any party under the Credit Risk Retention
Compliance Agreement.


 


Section
3.32      Resignation Upon Prohibited Risk Retention Affiliation. Under the Credit Risk
Retention Rule, any Subsequent Third-Party Purchaser is prohibited from being Risk Retention Affiliated with, among other persons,
the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer.
As long as the prohibition exists, upon the occurrence of (i) a Servicing Officer of the Master Servicer or a Responsible Officer
of the Certificate Administrator or the Trustee, as applicable, obtaining actual knowledge that the Master Servicer, the Certificate
Administrator or the Trustee, as applicable, is or has become Risk Retention Affiliated with or a Risk Retention Affiliate of
any Subsequent Third-Party Purchaser (in such case, an “Impermissible TPP Affiliate”), (ii) the Master Servicer,
the Certificate Administrator or the Trustee receiving written notice by any


 






     -287-


     


    

 


other
party to this Agreement, any Subsequent Third-Party Purchaser, any Sponsor or any Underwriter or Initial Purchaser that the Master
Servicer, the Certificate Administrator or the Trustee, as applicable, is or has become an Impermissible TPP affiliate or (iii)
the Operating Advisor or Asset Representations Reviewer obtaining actual knowledge that it is or has become a Risk Retention Affiliate
of any Subsequent Third-Party Purchaser or any other party to this Agreement (in such case, an “Impermissible Operating
Advisor Affiliate” and “Impermissible Asset Representations Reviewer Affiliate”, respectively; and
either of an Impermissible TPP Affiliate, an Impermissible Operating Advisor Affiliate and an Impermissible Asset Representations
Reviewer Affiliate being an “Impermissible Risk Retention Affiliate”), such Impermissible Risk Retention Affiliate
shall promptly notify the Sponsors and the other parties to this Agreement and resign in accordance with Section 3.26,
Section 6.05, Section 8.07 or Section 12.03, as applicable. The resigning Impermissible Risk Retention Affiliate
shall bear all reasonable out-of-pocket costs and expenses of each other party to this Agreement, the Issuing Entity and each
Rating Agency in connection with such resignation as and to the extent required under this Agreement; provided, however,
that if the affiliation causing an Impermissible Risk Retention Affiliate is the result of a Subsequent Third-Party Purchaser
acquiring an interest in such Impermissible Risk Retention Affiliate or an affiliate of such Impermissible Risk Retention Affiliate,
then such costs and expenses will be an expense of the Issuing Entity.


 


Section
3.33      Litigation Control.


 


(a)           With
respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan or any Excluded Special Servicer Loan), any Serviced Companion
Loan or any related REO Loan or related REO Property, the Special Servicer shall, in accordance with the Servicing Standard, direct,
manage, prosecute and/or defend any action brought by a Borrower Party against the Trust (including, without limitation, any action
in which both the Trust and the Master Servicer are named), and/or the Special Servicer, and represent the interests of the Trust
in any litigation relating to a Mortgage Loan or Whole Loan, as applicable, the related Mortgaged Property or other collateral
securing such Mortgage Loan or Whole Loan, or the enforcement of the obligations of a Borrower-Related Party under the related
Loan Documents (“Loan-Related Litigation”). In the event that the Master Servicer is named in any Loan-Related
Litigation but the Special Servicer is not named in such Loan-Related Litigation (regardless of whether the Trust is named in
such Loan-Related Litigation), the Master Servicer shall notify the Special Servicer of such litigation as soon as reasonably
practicable but in any event no later than within ten (10) Business Days of the Master Servicer receiving service of such Loan-Related
Litigation.


 


(b)           With
respect to any Non-Specially Serviced Loan and to the extent the Master Servicer is named in the Loan-Related Litigation, and
neither the Trust nor the Special Servicer is named, in order to effectuate the role of the Special Servicer as contemplated by
the immediately preceding subsection, the Master Servicer shall (i) provide quarterly (unless requested in writing from time to
time on a more frequent basis) status reports to the Special Servicer regarding such litigation; (ii) use reasonable efforts to
have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master Servicer remains
a party to such lawsuit, consult with, and take direction from, the Special Servicer with respect to material decisions and material
monetary settlements related to the interests of the Trust in such Loan-Related Litigation, including but not limited to the selection
of counsel. If and/or when the


 






     -288-


     


    

 


Trust
and/or the Special Servicer are named, the Special Servicer shall assume control of the Loan-Related Litigation as provided in
Section 3.33(a) above, the Master Servicer shall no longer have the reporting obligations set forth above and the Special
Servicer’s selection of counsel shall be subject to the consent of the Master Servicer which consent shall not be unreasonably
withheld. Further, if there are claims against the Master Servicer, the Trust, and the Special Servicer, each party at the request
of any other such party shall enter into a joint defense agreement in accordance with Section 3.33(h) below.


 


(c)           The
Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of any Loan-Related
Litigation or (ii) initiate any material Loan-Related Litigation unless and until (A) it has notified in writing the Directing
Holder (only if the related Mortgage Loan is not an Excluded Loan and for so long as no Consultation Termination Event has occurred
and is continuing and to the extent the identity of the Directing Holder 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 Holder) and the
related holder of any Serviced Companion Loan (if such matter affects such related Serviced Companion Loan and to the extent the
identity of the holder of such Serviced Companion Loan is actually known to the Special Servicer) and (B) the Directing Holder
(only if the related Mortgage Loan is not an Excluded Loan and for so long as no Control Termination Event has occurred and is
continuing) has not objected in writing within five (5) Business Days of having been notified thereof and having been provided
with all information that the Directing Holder has reasonably requested with respect thereto promptly following its receipt of
the subject notice (it being understood and agreed that if such written objection has not been received by the Special Servicer
within such five (5) Business Day period, then the Directing Holder 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 Serviced Companion
Noteholders, the Special Servicer may take such action without waiting for the Directing Holder’s response.


 


(d)           Notwithstanding
anything to the contrary in this Section 3.33, neither the Special Servicer nor the Master Servicer shall follow any advice,
direction or consultation provided by the Directing Holder (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 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 created hereunder to fail to qualify as a REMIC, or any Grantor Trust created hereunder
to fail to qualify as a grantor trust for federal income tax purposes or result in the imposition of a “prohibited transaction”
or “prohibited contribution” tax under the REMIC Provisions, or materially expand the scope of the Special Servicer’s
or the Master Servicer’s, as applicable, responsibilities under this Agreement.


 


(e)           Notwithstanding
the right of the Special Servicer provided under this Section 3.33 to represent the interests of the Trust in Loan-Related
Litigation, the Master


 






     -289-


     


    

 


Servicer
shall retain the right at all times to make determinations relating to material and direct claims against the Master Servicer
where a settlement by the Special Servicer has not otherwise been resolved pursuant to the terms of subsection (g) below, including
but not limited to the right to engage separate counsel, to make settlement decisions and to appear in any proceeding on its own
behalf. The cost related to or incurred in connection with exercising such rights shall be subject to indemnification as and to
the extent provided in this Agreement.


 


(f)           Further,
nothing in this Section 3.33 shall require the Master Servicer to take or fail to take any action which, in the Master
Servicer’s reasonable judgment and in accordance with the Servicing Standard, may (i) cause any Trust REMIC created hereunder
to fail to qualify as a REMIC, or any Grantor Trust created hereunder to fail to qualify as a grantor trust for federal income
tax purposes or result in the imposition of a “prohibited transaction” or “prohibited contribution” tax
under the REMIC Provisions, (ii) cause the Master Servicer to violate the Servicing Standard, (iii) result in a violation of applicable
law or the related Loan documents or (iv) subject the Master Servicer to liability or materially expand the scope of the Master
Servicer’s obligations under this Agreement.


 


(g)           In
the event where the Master Servicer or Special Servicer is a named party neither the Special Servicer nor the Master Servicer
shall settle on behalf of the Master Servicer or Special Servicer, as applicable, any Loan-Related Litigation without such party’s
consent unless: (i) such settlement does not contain or require any admission of liability, wrongdoing or consent to injunctive
relief on the part of the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or the Special Servicer
are each fully released, (ii) the cost of such settlement or any resulting judgment is and shall be paid by the Trust pursuant
to the terms of this Agreement, and payment of such cost or judgment is provided for in this Agreement, (iii) each of the Master
Servicer and the Special Servicer is and shall be indemnified as and to the extent provided in this Agreement for all costs and
expenses incurred in defending and settling the Loan-Related Litigation and for any judgment, (iv) any such action taken by the
Master Servicer at the direction of the Special Servicer shall be deemed (as to the Master Servicer) to be in compliance with
the Servicing Standard and (v) the Master Servicer or the Special Servicer, as applicable, provides the Master Servicer or the
Special Servicer, as applicable, with assurance reasonably satisfactory to the Master Servicer or the Special Servicer, as applicable,
as to the items in clauses (i), (ii), (iii) and (iv).


 


(h)           In
the event both the Master Servicer and the Special Servicer or the Trust are named in Loan-Related Litigation, to the extent that
the Master Servicer and the Special Servicer deem it appropriate, the Master Servicer and the Special Servicer shall (i) use reasonable
efforts to enter into a joint defense agreement and (ii) otherwise cooperate with each other to afford the Master Servicer and
the Special Servicer the rights afforded to such party in this Section 3.33.


 


(i)           This
Section 3.33 shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer
agrees (both authority and agreement to be in writing), to make certain decisions or control certain Loan-Related Litigation on
behalf of the Trust in accordance with the Servicing Standard.


 






     -290-


     


    

 


(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 and subject to the power of attorney (i) in the event that any action, suit, litigation or proceeding names the Certificate
Administrator, the Trustee, the Custodian or the Operating Advisor, as applicable, in its individual capacity, or in the event
that any judgment is rendered against the Certificate Administrator, the Trustee, the Custodian or the Operating Advisor, as applicable,
in its individual capacity, the Certificate Administrator, the Trustee, the Custodian or the Operating Advisor, as applicable,
upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain separate 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 Certificate Administrator, the Trustee,
the Custodian or the Operating Advisor, as applicable, (A) initiate an action, suit, litigation or proceeding in the name of the
Certificate Administrator, the Trustee, the Custodian or the Operating Advisor, as applicable, whether in such capacity or individually,
(B) engage counsel to represent the Certificate Administrator, the Trustee, the Custodian or the Operating Advisor, as applicable,
(C) settle any claim giving rise to liability to the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor,
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 action with the intent to cause, and that actually causes, the Certificate Administrator,
the Trustee, the Custodian or the Operating Advisor, 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 Certificate
Administrator, the Trustee, the Custodian or the Operating Advisor, as applicable, to grant such consent); and (iii) in the event
that any court finds that the Certificate Administrator, the Trustee, the Custodian or the Operating Advisor, 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 Certificate Administrator, the Trustee, the Custodian or the Operating Advisor, 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 the Certificate Administrator, the Trustee, the Custodian or the Operating Advisor, as applicable, or individually (but not
to otherwise direct, manage or prosecute such litigation or claim); provided, however, nothing in this subsection
shall be interpreted to preclude the Special Servicer (with respect to any material Loan-Related Litigation with respect to any
Mortgage Loan other than an Excluded Loan, with the consent or consultation of the Directing Holder prior to the occurrence and
continuance of a Control Termination Event or Consultation Termination Event, respectively, to the extent required in Section
3.33(c)) from initiating any action, suit, litigation or proceeding in its name as representative of the Trust. References
to Mortgage Loans (including references to Mortgagors, guarantors, obligors and Mortgaged Properties) in this Section 3.33 shall mean Mortgage Loans other than Non-Serviced Mortgage Loans.


 


(k)           Notwithstanding
the foregoing or anything to the contrary in this Section, this Section shall not apply to any Loan-Related Litigation and shall
have no force and effect with respect thereto, in the event that either (i) at the time such Loan-Related Litigation is


 






     -291-


     


    

 


commenced
or at any time during the continuance of such Loan-Related Litigation, LNR Partners, 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 such related Mortgage
Loan or Whole Loan is an Excluded Special Servicer Loan in respect of LNR Partners, LLC as Special Servicer, or (ii) the Depositor,
any Sponsor, any Mortgage Loan Seller, any Initial Purchaser, any Underwriter, or any of their respective affiliates is an adverse
party (with respect to the Trust or the Special Servicer) in such Loan-Related Litigation or holds any interest which is adverse
to the Trust or the Special Servicer in the related Mortgage Loan or related Whole Loan (or any portion thereof) or the related
Mortgaged Property to which Loan-Related Litigation relates, unless otherwise agreed to in writing by each of the Depositor, Sponsor,
Mortgage Loan Seller, Initial Purchaser, Underwriter, or affiliate that is such a party or holds such interest. For the avoidance
of doubt, the rights and obligations of the Master Servicer and the Special Servicer relating to any Loan-Related Litigation shall
be limited solely to the representation of the Trust and itself, separate and apart from the interests of any other party thereto.
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 with respect to servicing in this Agreement.


 


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, Class X-B Certificates and the Class X-D
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


 






     -292-


     


    

 


Certificate Balance of the Class A-SB Certificates has been reduced to the Class A-SB Planned Principal
Balance for such Distribution Date; (2) second, to the Holders of the Class A-1 Certificates, in an amount up to the Principal
Distribution Amount (or the portion thereof remaining after any distributions specified in subclause (1) above have been
made on such Distribution Date), until the outstanding Certificate Balance of the Class A-1 Certificates has been reduced to zero;
(3) third, to the Holders of the Class A-2 Certificates in an amount up to the Principal Distribution Amount (or the portion
thereof remaining after any distributions specified in subclauses (1) and (2) above have been made on such Distribution
Date), until the outstanding Certificate Balance of the Class A-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;


 


(i)              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), first, up to an amount equal to the aggregate unreimbursed Realized Losses previously
allocated to each such Class, then, 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;


 


(ii)           fourth,
to the Holders of the Class A-S 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;


 


(iii)           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


 






     -293-


     


    

 


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;


 


(iv)         sixth,
to the Holders of the Class A-S Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, then, 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;


 


(v)           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;


 


(vi)          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;


 


(vii)         ninth,
to the Holders of the Class B Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, then, 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;


 


(viii)        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;


 


(ix)           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;


 


(x)           twelfth,
to the Holders of the Class C Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, then, 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;


 


(xi)           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;


 






     -294-


     


    

 


(xii)           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;


 


(xiii)         fifteenth,
to the Holders of the Class D Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, then, 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;


 


(xiv)        sixteenth,
to the Holders of the Class E-RR 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;


 


(xv)         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-RR 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-RR Certificates has been reduced to zero;


 


(xvi)        eighteenth,
to the Holders of the Class E-RR Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, then, 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;


 


(xvii)       nineteenth,
to the Holders of the Class F-RR 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;


 


(xviii)      twentieth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates and
Class E-RR Certificates have been reduced to zero, to the Holders of the Class F-RR 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-RR Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class F-RR Certificates has been reduced to zero;


 


(xix)         twenty-first,
to the Holders of the Class F-RR Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class,


 






     -295-


     


    

 


then, 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;


 


(xx)          twenty-second,
to the Holders of the Class G-RR 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;


 


(xxi)         twenty-third,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E-RR and Class F-RR Certificates have been reduced to zero, to the Holders of the Class G-RR 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,
Class E-RR Certificates and Class F-RR Certificates on such Distribution Date), until the outstanding Certificate Balance of the
Class G-RR Certificates has been reduced to zero;


 


(xxii)        twenty-fourth,
to the Holders of the Class G-RR Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, then, 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;


 


(xxiii)       twenty-fifth,
to the Holders of the Class NR-RR 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;


 


(xxiv)        twenty-sixth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E-RR Certificates, Class F-RR Certificates and Class G-RR Certificates have been reduced to zero, to the Holders of the
Class NR-RR 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-RR Certificates, Class F-RR Certificates and Class G-RR Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class NR-RR Certificates has been reduced to zero;


 


(xxv)         twenty-seventh,
to the Holders of the Class NR-RR Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, then, 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


 


(xxvi)       Twenty-eighth,
to the Class R Certificates (in respect of the Class UR Interest), any amounts remaining in the Upper-Tier REMIC Distribution
Account.


 


Notwithstanding
the foregoing, on each Distribution Date occurring on and after the Cross-Over Date, regardless of the allocation of principal
payments described in priority second above, the Principal Distribution Amount for such Distribution Date will be distributed
pursuant to Section 4.01(a)(ii) to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Regular Certificates,
pro rata, based on their respective Certificate Balances, in


 






     -296-


     


    

 


reduction
of their respective Certificate Balances, until the Certificate Balance of each such Class of Certificates is reduced to zero.


 


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 Losses in an amount equal to the amount of principal or reimbursement of Realized Losses actually distributable to
the Holders of the respective Related Certificates as provided in Section 4.01(a), Section 4.01(d), and Section
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 Interests and Class LC Uncertificated Interests, the Class X-B Certificates and
(iii) in the case of the Class LD Uncertificated Interests, the Class X-D Certificates, in each case, computed based on an interest
rate equal to the excess of the WAC Rate over the Pass-Through Rate of the Related Certificates and a notional amount equal to
its related Lower-Tier Principal Amount, in each case to the extent actually distributable thereon as provided in Section 4.01(a).
Amounts distributable pursuant to this paragraph are referred to herein collectively as the “Lower-Tier Distribution
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


 






     -297-


     


    

 


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)           While
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)           Funds
on deposit in the Distribution Account on each Distribution Date that represent Yield Maintenance Charges received by the Trust
with respect to any Mortgage Loan or REO Loan during the related Collection Period, in each case net of any Liquidation Fees payable
therefrom, shall be distributable as follows: if, during any particular Collection Period, any Yield Maintenance Charge is collected
and allocable with respect to any Mortgage Loan, then on the Distribution Date corresponding to that Collection Period, the Certificate
Administrator shall pay that Yield Maintenance Charge in the following manner: (a) pro rata, between (i) the group (the
“YM Group A”) of Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A and Class A-S
Certificates, and (ii) the group (the “YM Group B” and collectively with the YM Group A, the “YM Groups”)
of Class X-B, Class X-D, Class B, Class C and Class D Certificates, based upon the aggregate amount of principal distributed to
the Classes of Regular Interests in each YM Group on such Distribution Date; and (b) as among the respective Classes of Certificates
in each YM Group in the following manner: (1) on a pro rata basis in accordance with their respective entitlements in those
Yield Maintenance Charges, to each Class of Certificates (other than Class X Certificates) in such YM Group in an amount equal
to the product of (x) 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 Certificates (other than Class
X Certificates) in such YM Group on such Distribution Date, (y) the Base Interest Fraction for the related principal prepayment
with respect to such Class of Certificates, and (z) the aggregate amount of such Yield Maintenance Charge allocated to such YM
Group and (2) the portion of such Yield Maintenance Charge allocated to such YM Group remaining after such distributions to the
applicable Class(es) of Certificates in such YM Group, 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, on a pro rata basis in accordance with their respective reductions
in their Notional Amounts on such Distribution Date, to the Class X-B and Class X-D Certificates.


 


For
purposes of the first paragraph of this Section 4.01(e), the relevant “Base Interest Fraction” in connection
with any Principal Prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge, and with respect
to any principal prepayment on any Mortgage Loan and with respect to any Class of Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates is 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


 






     -298-


     


    

 


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; provided, however, that under no circumstances shall the Base Interest Fraction be greater than 1.0
or less than zero. If such discount rate is greater than or equal to the lesser of (x) the Mortgage Rate on the related Mortgage
Loan or Serviced Whole Loan, as applicable, and (y) the Pass-Through Rate described in the preceding sentence, then the Base Interest
Fraction shall 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, but less than the Pass-Through Rate described in the preceding sentence, then the
Base Interest Fraction shall equal 1.0. If a Mortgage Loan provides for a step-up in the Mortgage Rate, then the Mortgage Rate
used in the determination of the Base Interest Fraction shall be the Mortgage Rate in effect at the time of the prepayment.


 


For
purposes of the preceding paragraph, the relevant “Discount Rate” in connection with any Yield Maintenance
Charge collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate per annum
equal to (i) if a discount rate was used in the calculation of the applicable Yield Maintenance Charge pursuant to the terms
of the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as reported by the Master Servicer), converted
(if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation of the applicable Yield
Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, the yield calculated by
the linear interpolation of the yields (as reported under the heading “U.S. Government Securities/Treasury Constant Maturities”
in Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve Board for the week most recently ended before
the date of the relevant prepayment (or deemed prepayment) of U.S. Treasury constant maturities with a maturity date, one longer
and one shorter, most nearly approximating the related Stated Maturity Date (in the case of a Mortgage Loan or REO Loan that is
not related to an ARD Loan) or the related Anticipated Repayment Date (in the case of a Mortgage Loan or REO Loan that is related
to an ARD Loan)), such interpolated yield converted to a monthly equivalent yield. If Federal Reserve Statistical Release H.15
(519) is no longer published, the Servicer shall select a comparable publication as the source of the applicable yields of U.S.
Treasury constant maturities, and the Servicer shall incur no liability with respect thereto. The Servicer shall notify the Certificate
Administrator in writing of its designation of an alternate index and the Certificate Administrator shall post same on its website
as a “special notice”.


 


(i)              No
Yield Maintenance Charge shall be distributed to the Holders of the, Class E-RR Certificates, Class F-RR Certificates, Class G-RR
Certificates, Class NR-RR Certificates, Class R Certificates or Class Z Certificates. After the Certificate Balances and Notional
Amounts of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates,
Class A-SB Certificates, Class X-A Certificates, Class X-B Certificates, Class X-D Certificates, Class A-S Certificates, Class
B Certificates, Class C Certificates and Class D Certificates have been reduced to zero, Yield Maintenance Charges with respect
to the Mortgage Loans shall be distributed to the Holder of the Class X-D Certificates.


 






     -299-


     


    

 


(ii)            All
distributions of Yield Maintenance Charges made (i) in respect of the respective Classes of Certificates on each Distribution
Date pursuant to Section 4.01(e) 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 determine if there will be any shortfalls in interest or principal
to any Class of Certificates that would occur on such Distribution Date without the inclusion of the Gain-on-Sale Remittance Amount
in the definition of “Available Funds” and shall remit all amounts on deposit in the Gain-on-Sale Reserve Account
to the Collection Account to be included as part of the applicable Available Funds. 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.


 


Each
distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall
be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with
its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners
that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating
firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners
that it represents. None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer,
the Special Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement
or applicable law.


 


(h)           Except
as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution with
respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized


 






     -300-


     


    

 


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).


 


(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.


 






     -301-


     


    

 


(j)           On
each Distribution Date, any Excess Interest received during the related Collection Period with respect to the Mortgage Loans shall
be distributed to the Holders of the Class Z Certificates from the Excess Interest Distribution Account. Excess Interest will
not be available to pay any other amounts except for distributions on Class Z Certificates as set forth in the prior sentence.


 


(k)           On
the Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals
and payments from the Companion Distribution Account for each Serviced 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 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


 






     -302-


     


    

 


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 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 Distribution Amount, Interest Accrual Amount and Interest Shortfall in respect of each Class of Certificates for such
Distribution Date, separately identifying any Interest Distribution Amount, Interest Accrual Amount and Interest Shortfall for
such Distribution Date allocated to such Class of Certificates;


 






     -303-


     


    

 


(xi)            the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates allocable to (A) Yield Maintenance
Charges and (B) in the case of the Class Z Certificates, any Excess Interest;


 


(xii)           the
Pass-Through Rate for each 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 Z and Class R Certificates) immediately following such
Distribution Date;


 


(xvi)          the
amount of any 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;


 


(xvii)         the
current Controlling Class;


 


(xviii)        the
number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date (or
in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)          a
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;


 


(xx)           a
loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);


 


(xxi)          all
deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 


(xxii)         in
the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Section 4.01(a),
Section 4.01(c) and Section 4.01(d);


 


(xxiii)        the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Realized Losses;


 






     -304-


     


    

 


(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 allocated to the Principal Balance Certificates in respect of the related REO Loan in connection with the determination;


 


(xxvii)       the
aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)      the
aggregate amount of interest on Servicing Advances (including with respect to any Serviced Whole Loan, the Trust’s interest
therein) paid to the Master Servicer, the Special Servicer and the Trustee since the previous Determination Date (or in the case
of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxix)         the
then-current credit support levels for each Class of Certificates;


 


(xxx)          the
aggregate amount of Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected since the previous
Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)         a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)        a
loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 






     -305-


     


    

 


(xxxiii)       an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its affiliates with respect
to the related Distribution Date, which information will be provided to the Certificate Administrator by the Master Servicer;
and


 


(xxxiv)       the
amount of any Excess Interest actually received.


 


In
the case of information furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii),
(xxiv) and (xxxiv) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates
of each applicable Class and per Definitive Certificate.


 


The
Certificate Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information by virtue
of its receipt from another party for the purposes of posting of such information to the Certificate Administrator’s Website
or by its filing of information, including but not limited to EDGAR pursuant to this Agreement.


 


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 an Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
12.01(b) the Certificate Administrator shall include such summary in Item 1B on the Form 10-D for such period in which the
Asset Review Report was delivered.


 


(b)           [Reserved].


 


(c)           Each
of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information available as provided herein) any reports or other information
the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Certificate Administrator,
the Master Servicer or the Special Servicer, as applicable, with an Investor Certification or has executed a “click-through”
confidentiality agreement in accordance with Section 3.13 (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


 






     -306-


     


    

 


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 Section 3.13 and 4.02(c), other than information produced by the Master
Servicer or the 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 the Special Servicer to disclose any information otherwise required to be
disclosed pursuant to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c)
or of Section 4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in
the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or
any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged
Properties. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate
in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(d)           Upon
the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate
Administrator as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A under
the Securities Act. Neither the Certificate Registrar, nor


 






     -307-


     


    

 


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 the Directing Holder or any Controlling Class Certificateholder that, in either case, is an
Excluded Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the Master
Servicer’s (in the case of a Non-Specially Serviced Loan) or the Special Servicer’s (in the case of a Specially
Serviced Loan) reasonable satisfaction (at the expense of the Directing Holder or such Controlling Class Certificateholder)
and if such information is in the Master Servicer’s or the Special Servicer’s possession, as applicable, the
Master Servicer or the Special Servicer, shall provide or make available (or forward electronically) to the Directing Holder
or such Controlling Class Certificateholder, as applicable, (at the expense of the Directing Holder or such Controlling Class
Certificateholder, as applicable) any Excluded Information (available to Privileged Persons through the Certificate
Administrator’s Website but not accessible to the Directing Holder or such Controlling Class Certificateholder on
account of it constituting Excluded Information, as applicable, through the Certificate Administrator’s Website because
the Directing Holder or such Controlling Class Certificateholder, as applicable, is an Excluded Controlling Class Holder with
respect to another Excluded Controlling Class Loan) relating to any Excluded Controlling Class Loan with respect to which the
Directing Holder or such Controlling Class Certificateholder, as applicable, is not a Borrower Party; 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 the Directing Holder or 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 the Directing Holder or a Controlling Class Certificateholder, of an Investor Certification substantially in
the form of Exhibit P-1D that such Directing Holder or Controlling Class Certificateholder, is not an Excluded
Controlling Class Holder with respect to a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer
referenced in this Section 4.02(f) shall include any applicable Excluded Special Servicer with respect to the related
Excluded Special Servicer Loan(s).


 


Section
4.03      P&I Advances. (a) On or before 4:00 p.m., New York City time, on each P&I Advance Date, the Master
Servicer shall (i) remit to the Certificate Administrator for deposit from its own funds into the Lower-Tier REMIC Distribution
Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to the Mortgage Loans to be made in
respect of the related Distribution Date to be made in respect of the related Distribution Date, (ii) apply amounts held in the
Collection Account, for future distribution to


 






     -308-


     


    

 


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. If 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 (excluding any portion of an REO Loan related to any 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 (but
excluding any portion of an REO Loan related to any Companion Loan) as to which the related Balloon Payment would have been past
due), an amount equal to the Assumed Scheduled Payment (net of any collections of previously unadvanced principal and interest
(adjusted to the related Net Mortgage Rate) received with respect to such Mortgage Loan or REO Loan, as applicable, during the
related Collection Period) therefor. Subject to subsection (c) below, the obligation of the Master Servicer to make such
P&I Advances is mandatory, and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) or REO Loan (but
excluding any portion of an REO Loan related to any 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. Neither the Master Servicer nor the


 






     -309-


     


    

 


Trustee
shall make or be permitted to make any P&I Advances with respect to any Companion Loan. The Special Servicer shall not make
any P&I Advances on any Mortgage Loan or 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 the 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, 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,


 






     -310-


     


    

 


subject
to Section 3.17 of this Agreement, as soon as practicably possible after funds available for such purpose are
deposited in the Collection Account.


 


(e)           Notwithstanding
the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Excess Interest, Yield Maintenance Charges,
Default Interest, late payment charges, 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” (or similar item 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 4.03(e)(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 definition
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) 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 Certificates shall be made by reducing the Certificate Balance thereof by the amount
so allocated. 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)


 






     -311-


     


    

 


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 Certificates with respect to such Distribution
Date. Any such write-off shall be allocated first, to the Class NR-RR Certificates, second, to the Class G-RR Certificates,
third, to the Class F-RR Certificates, fourth, to the Class E-RR Certificates, fifth, to the Class D Certificates,
sixth, to the Class C Certificates, seventh, to the Class B Certificates, eighth, 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) 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) shall 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 the Class NR-RR Certificates, second, to the Class G-RR Certificates, third, to the Class F-RR Certificates,
fourth, to the Class E-RR Certificates, fifth, to the Class D Certificates, sixth, to the Class C Certificates,
seventh, to the Class B Certificates, eighth, 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 and 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
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 receiving 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 Special Servicer to calculate


 






     -312-


     


    

 


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 Special 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 if 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 a related Mortgage Loan that is 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-RR Certificates,
second, to the Class G-RR Certificates, third, to the Class F-RR Certificates, and fourth, to the Class E-RR
Certificates). For the avoidance of doubt, for purposes of determining the Controlling Class or the occurrence and continuance
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
and continuance 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
to the Certificate Administrator shall be made by delivery of such information included in the 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


 






     -313-


     


    

 


CREFC®
Investor Reporting Package in accordance with Section 3.12(d) or such other report or reports mutually agreed upon between
the Master Servicer and the Certificate Administrator) 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”) if an event has occurred at, or with respect
to, the related Mortgaged Property or Mortgaged Properties that would have a material effect on its appraised value. 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. In addition, the Requesting Holders of any Appraised-Out
Class shall have the right, at their sole expense, to require the Special Servicer to order an additional appraisal of any Mortgage
Loan for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount if an event
has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties that would have a material effect on
its appraised value, and the Special Servicer shall use its reasonable efforts to obtain such appraisal from an MAI appraiser
reasonably acceptable to the Special Servicer within thirty (30) days from receipt of the Requesting Holders’ written request;
provided that the Special Servicer shall not be required to obtain such appraisal if it determines in


 






     -314-


     


    

 


accordance with the
Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties have occurred that
would have a material effect on the appraised value of the related Mortgaged Property or Mortgaged Properties. 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 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 next
most senior Class of Control Eligible Certificates, if any.


 


(c)           With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any 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 the occurrence or 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) while no Consultation Termination Event is continuing and (ii) other than with respect
to any Mortgage Loan that is an Excluded Loan with respect to the Directing Holder or, if the Directing Holder is the Directing
Certificateholder, the Holder of the majority of the Controlling Class) the Directing Holder; provided, however,
that no new or updated appraisal shall be required if the Mortgage Loan, Serviced Whole Loan or REO Property is under contract
to be sold within ninety (90) days of such Appraisal Reduction Event or anniversary thereof and the Special Servicer reasonably
believes such sale is likely to close. 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) while no Consultation Termination Event is continuing
and (ii) other than with respect to an Excluded Loan) the Directing Holder, the amount and calculation or recalculation of the
Appraisal Reduction Amount or Collateral Deficiency Amount with respect


 






     -315-


     


    

 


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, to the extent required by the related Intercreditor Agreement, 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 Amount, as applicable, with respect to such
Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. If no Consultation Termination Event is continuing (and other
than with respect to an Excluded Loan), the Special Servicer shall consult with the Directing Holder 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 shall 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 any 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


 






     -316-


     


    

 


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 then, pro rata, to the related AB Mortgage Loan
and any related Pari Passu Companion Loan(s). Any Appraisal Reduction Amount in respect of any Serviced Pari Passu Whole Loan
will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor
Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion
Loan(s), based upon their respective outstanding principal balances.


 


Section
4.06      Grantor Trust Reporting. (a) The parties intend that the portion of the Trust
Fund constituting the Grantor Trust shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify
such portion as, a “grantor trust” under subpart E, part I of subchapter J of the Code, and the provisions hereof
shall be interpreted consistently with this intention. In furtherance of such intention, neither the Trustee nor the Certificate
Administrator shall have the power to vary the investment of the Holders of the Class Z Certificates in the Grantor Trust so as
to improve their rate of return. The Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee for
execution (and the Trustee shall timely execute and timely return to the Certificate Administrator) and timely file all Tax Returns
in respect of the Grantor Trust. In addition, the Certificate Administrator shall (A) file, or cause to be filed, Internal Revenue
Service Form 1041, Form 1099 or such other form as may be applicable with the Internal Revenue Service with copies of the statements
in the following clause and (B) furnish, or cause to be furnished, to the Holders of the Class Z Certificates, their allocable
share of income and expense with respect to the Excess Interest and Excess Interest Distribution Account in the time or times
and in the manner required by the Code.


 


(b)      As
of the Closing Date, no Class Z Certificate is held through a middleman. If the Certificate Administrator receives notice that
any Class Z Certificate is held through a “middleman” as defined by the WHFIT Regulations, then the Grantor Trust
will be treated as a WHFIT that is a WHMT. In such event, the Certificate Administrator will report as required under the WHFIT
Regulations to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided
to the Certificate Administrator on a timely basis. The Certificate Administrator is hereby directed to assume that DTC is the
only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Certificate Administrator with
the identities of the other “middlemen” that are Certificateholders. The Certificate Administrator shall be entitled
to rely on the first sentence of this Section 4.06(b) and shall be entitled to indemnification in accordance with the terms
of


 






     -317-


     


    

 


this Agreement if the Internal Revenue Service makes a determination that the first sentence of this paragraph is incorrect.


 


(c)           The
Certificate Administrator shall report required WHFIT information using the accrual method, except to the extent the WHFIT Regulations
specifically require a different method. The Certificate Administrator shall be under no obligation to determine whether any Certificateholder
uses the cash or accrual method. The Certificate Administrator shall make available (via its website) WHFIT information to Certificateholders
annually. In addition, the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised
or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(d)           The
Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for
any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Certificate
Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each Certificateholder,
by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Certificate Administrator
with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt
of information regarding any sale of a Certificate, including the price, amount of proceeds and date of sale from the beneficial
owner thereof or the Depositor, the Certificate Administrator shall assume there is no secondary market trading of WHFIT interests.


 


(e)           To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate
website the CUSIP for the Class Z Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The Certificate Administrator
shall make reasonable good faith efforts to keep the website accurate and updated to the extent such CUSIP has been received.
Absent the receipt of such CUSIP, the Certificate Administrator will use a reasonable identifier number in lieu of a CUSIP. The
Certificate Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely
CUSIP information.


 


Section
4.07      Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document
Request Tool. (a) The Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A
Forum. The “Investor Q&A Forum” shall be a service available on the Certificate Administrator’s Website,
where (i) Certificateholders and beneficial owners of Certificates that are Privileged Persons may submit questions to (A) the
Certificate Administrator relating to the 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,


 






     -318-


     


    

 


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: AskMidland@Midlandls.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, the 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) that answering any Inquiry
would or is reasonably 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, 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 Holder as part of its response to any Inquiries. The Certificate Administrator shall notify
the Person who submitted such Inquiry if 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) that answering any Inquiry would or is reasonably 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


 






     -319-


     


    

 


Servicer, the Special Servicer, the Certificate
Administrator or the Operating Advisor has declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum
will be attributable only to the respondent, and shall not be deemed to be answers from any of the Depositor, the Underwriters
or any of their respective Affiliates. None of the Underwriters, Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or the Operating Advisor or any of their respective Affiliates will certify to any of the information
posted in the Investor Q&A Forum and no such party shall have any responsibility or liability for the content of any such
information. The Certificate Administrator shall not be required to post to the Certificate Administrator’s Website any
Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion, is administrative or ministerial
in nature. The Investor Q&A Forum will not reflect questions, answers and other communications that are not submitted via
the Certificate Administrator’s Website. Notwithstanding the foregoing, the Operating Advisor shall not be required to respond
to any Inquiries from Certificateholders for which its response would require the Operating Advisor to provide information to
such inquiring Certificateholders that they are otherwise not entitled to receive under the terms of this Agreement.


 


(b)           The
Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. 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 shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it grants authorization
to the Certificate Administrator to make its name and contact information available on the Investor Registry for at least forty-five
(45) days from the date of such certification to persons entitled to access to the Investor Registry. Such Person shall then be
asked to enter certain mandatory fields such as the individual’s name, the company name and email address, as well as certain
optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies
the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within forty-five
(45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate
Administrator shall not be responsible for verifying or validating any information submitted on the Investor Registry, or for
monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance
of a waiver and disclaimer for access to the Investor Registry.


 


(c)           The
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


 






     -320-


     


    

 


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: AskMidland@Midlandls.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 the 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 shall not be liable for the failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A
Forum and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum
and Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers from any other person.
None of the Underwriters, the Depositor, or any of their respective Affiliates will certify to any of the information posted in
the Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility or liability for the
content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s
Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is
administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions,
answers and other communications that are not submitted via the 17g-5 Information Provider’s Website.


 


Section
4.08      Secure Data Room. (a) The Certificate Administrator shall create a Secure Data Room within 120 days following
the Closing Date. The Depositor shall upon the receipt of each Mortgage Loan Seller’s Diligence File Certificate, deliver
to the Certificate Administrator within 120 days following the Closing Date, an electronic copy of the Diligence Files for the
Mortgage Loans that have been uploaded by the Mortgage Loan Sellers to the Designated Site. Upon receipt thereof, the Certificate
Administrator shall promptly upload the


 






     -321-


     


    

 


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. If any document or information is posted in error, the Certificate Administrator may remove such document or
information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic
copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall
not be responsible or held liable for any other Person’s use or dissemination of the documents or information contained
on the Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or
willful misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan
basis and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its
duties and responsibilities under this Agreement.


 


(c)           Upon
the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator shall
transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part
of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate
Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased
or otherwise removed from the Trust, the Master Servicer or the Special Servicer, as applicable, may direct the Certificate Administrator
in writing to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such
direction, the Certificate Administrator shall not be obligated to delete any Diligence File from the Secure Data Room. Following
the termination of the Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted to delete all files
from the Secure Data Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve
such deleted files.


 






     -322-


     


    

 


[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-19, 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-A Certificates, Class X-B Certificates and Class X-D 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-D, Class Z 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 percentage interests of 10% of such Class R Certificates and in integral multiples
of 1% in excess thereof. The Class Z Certificates shall be issued, maintained and transferred in minimum percentage interests
of 1% of such Class Z Certificates.


 


(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.


 


(c)           During
the Transfer Restriction Period, the HRR Certificates shall only be held as Definitive Certificates in the Retained Certificate
Safekeeping Account by the Certificate Administrator (and the Retaining Party’s respective interest shall be tracked in
the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping
Account), as custodian for and for the benefit of the Holder of the related Certificate. The Certificate Administrator shall hold
such Risk Retention Certificates in safekeeping and shall release the same only upon receipt of written instructions from the
holder


 






     -323-


     


    

 


of
the Risk Retention Certificates and the Retaining Sponsor, of the termination of the Transfer Restriction Period or of the Retaining
Party’s intent to transfer pursuant to Section 5.03(i) in each case in accordance with any additional authentication
procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of the
Risk Retention Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation
or liability with respect to the safekeeping of the Risk Retention Certificates. There shall be, and hereby is, established by
the Certificate Administrator an account which shall be designated the “Retained Certificate Safekeeping Account”
and into which the HRR Certificates shall be held and which shall be governed by and subject to this Agreement and the Credit
Risk Retention Compliance Agreement. The HRR Certificates to be delivered in physical form to the Certificate Administrator shall
be delivered as set forth herein. Unless otherwise directed by the Retaining Sponsor, no amounts distributable to the HRR Certificates
shall be remitted to the Retained Certificate Safekeeping Account but shall be remitted directly to the Holder of the HRR Certificates
in accordance with written instructions (which shall be in the form of Exhibit VV to this Agreement) provided separately
by the Holder of the HRR Certificates to the Certificate Administrator. Under no circumstances by virtue of safekeeping the HRR
Certificates shall the Certificate Administrator (i) be obligated to bring legal action or institute proceedings against any person
on behalf of the Holder of the HRR Certificates or the Retaining Sponsor or (ii) have any obligation to monitor, supervise or
enforce the performance of any party under the related Credit Risk Retention Compliance Agreement. The Certificate Administrator
shall be entitled to conclusively rely with no obligation to verify, confirm or otherwise monitor the accuracy of any information
included in any written instructions provided in connection with the Retained Certificate Safekeeping Account and shall have no
liability in connection therewith, other than with respect to the Certificate Administrator’s obligation to obtain the Retaining
Sponsor’s consent prior to any release of the HRR Certificates. During the Transfer Restriction Period, the Certificate
Administrator shall hold the Definitive Certificate representing the HRR Certificates at the location below, or any other location;
provided the Certificate Administrator has given notice to the Holder of the HRR Certificates of such new location:


 


Wells
Fargo Bank NA

Attn: Security Control and Transfer (SCAT) - MAC N9345-010

425 E Hennepin Avenue

Minneapolis, MN 55414


 


On
the Closing Date, the Certificate Administrator shall deliver written confirmations to the Depositor, the Retaining Sponsor and
the Retaining Party substantially in the form of Exhibit UU to this Agreement evidencing its receipt of the HRR Certificates
and to the Depositor.


 


The
Certificate Administrator shall make available to the Holder of the HRR Certificates and the Retaining Sponsor a statement of
the Retained Certificate Safekeeping Account as mutually agreed upon by the Certificate Administrator, the Retaining Sponsor and
the Holder of the HRR Certificates, and in accordance with the Certificate Administrator’s policies and procedures. Any
transfer of the HRR Certificates shall be subject to ARTICLE V of this Agreement.


 






     -324-


     


    

 






(d)           In
the event a Subsequent Third-Party Purchaser seeks to cause the release of any HRR Certificates from the Retained Certificate
Safekeeping Account, the Subsequent Third-Party Purchaser shall simultaneously deliver to the Certificate Administrator, the Retaining
Sponsor and the Depositor (i) an executed written request for such release in the form attached hereto as Exhibit D-5 and
(ii) an executed written request for the Retaining Sponsor’s consent to such release substantially in the form attached
hereto as Exhibit D-7. The Certificate Administrator may not consent to, or otherwise permit, any such release without
obtaining the Retaining Sponsor’s countersigned request for consent. The Certificate Administrator shall be indemnified
and held harmless for any release in connection with the preceding, in accordance with the terms set forth in Section 8.03.
The Certificate Administrator shall have no further obligations with respect to the safekeeping of such released certificates.


 


Section
5.02     Form and Registration. No transfer of any Non-Registered Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or
qualification under applicable state securities laws, or is made in a transaction which does not require such registration or
qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to Argentic)
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 (other than the HRR Certificates and Class R 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.


 



     -325-


     


    

 


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 appointed the initial 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 (other than the HRR Certificates during the Transfer Restriction Period) offered
and sold to Qualified Institutional Buyers in reliance on 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 HRR Certificates, the Class R Certificates and the Class Z Certificates
(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 by the Certificate Registrar in the name of such investors or their
nominees who have provided the Certificate Registrar with an Investment Representation Letter in the form of Exhibit C,
and the Certificate Registrar 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 and Class Z Certificates and the HRR 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


 



     -326-


     


    

 


Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case
of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne
by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates
as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry
Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry
records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates
will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through
the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all
references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments,
notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures.


 


Section
5.03     Registration of Transfer and Exchange of Certificates. (a) The Certificate Administrator
shall keep or cause to be kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject
to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates
and of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the
“Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among
other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Certificates of each Class of
Non-Registered Certificates represented by a Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate
and a Rule 144A Book-Entry Certificate and accepting Certificates for exchange and registration of transfer, (ii) holding the
HRR Certificates as Definitive Certificates on behalf of the Holder of the HRR Certificates and (iii) transmitting to the Depositor,
the Master Servicer and the Special Servicer any notices from the Certificateholders. No fee or service charge shall be imposed
by the Certificate Registrar for its services in respect of any registration of Transfer or exchange of any Certificate (other
than Definitive Certificates) referred to in this Section 5.03.


 


(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


 



     -327-


     


    

 


its office designated in Section 5.07, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial
interest in the Temporary Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate
in the form of Exhibit I hereto given by the holder of such beneficial interest stating that the transfer of such interest
has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance
with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate
Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who
shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry
Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause
to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry
Certificate that is being exchanged or transferred.


 


(d)           Rule
144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the
Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Regulation S Book-Entry
Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who is required
to take delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate, such holder may, subject to the
rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest
in such Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated
in Section 5.07, 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


 



     -328-


     


    

 


beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account
of the Person specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of
the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged
or transferred.


 


(e)           Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If a holder
of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate deposited with
the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate of the
same Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate, such
holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange
or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same
Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07, 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


 



     -329-


     


    

 


making such transfer the beneficial interest in the Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)           Temporary
Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation S Book-Entry
Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate
(a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable,
has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial interest in such
Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation
S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering to the Depository
for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry Certificate,
representing the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate initially exchanged
for interests in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream
of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive
evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant
to the terms of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary
Regulation S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall
endorse the Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby
by the amount so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in
the amount represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry
Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement
as the Regulation S Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


(g)           Non-Book
Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than (a) a Class R Certificate,
(b) a Class Z Certificate or (c) an HRR 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, 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 (if the applicable Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit
N hereto (if the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit
O hereto (if the applicable Book-Entry


 



     -330-


     


    

 


Certificate is the Rule 144A Book-Entry Certificate), then the Certificate Registrar,
as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable, execute,
authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the
portion retained by such transferor and shall instruct the Depository to increase, or cause to be increased, such Book-Entry Certificate
by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause
to be credited, to the account of the Person specified in such instructions a beneficial interest in the applicable Book-Entry
Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction
of the Depositor (which may be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall
execute any instrument as may be reasonably required by the Depository to effect such exchange.


 


(h)           Non-Book
Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by
Section 5.02(c) and 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)           Transfers
of Risk Retention Certificates. During the Transfer Restriction Period, if a Transfer of any Risk Retention Certificate is
to be made, then the Certificate Administrator shall facilitate such transfer in conjunction with the Certificate Registrar and
shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon) each of the following,
sent to the address provided in Section 13.05: (A) a letter from the Risk Retention Certificateholder instructing the Certificate
Administrator of its intentions to release the Risk Retention Certificate from the Retained Certificate Safekeeping Account and
to transfer such Risk Retention Certificate, in the form of Exhibit D-7, (B) a certification from such Certificateholder’s
prospective Transferee substantially in the form attached hereto as Exhibit D-5, which such certification must be countersigned
by the Retaining Sponsor, (C) a certification from the Certificateholder desiring to effect such transfer substantially in the
form attached hereto as Exhibit D-6, which such certification must be countersigned by the Retaining Sponsor, (D) a W-9
completed by the Transferee and (E) wire instructions and contact information of the Transferee. Upon receipt of the foregoing
certifications, the Certificate Registrar shall, subject to Section 5.01(c) and Section 5.03(a), facilitate the
transfer of the Risk Retention Certificate and reflect such Risk Retention Certificates in the name of the prospective Transferee
and shall deliver written confirmation of such transfer and the safekeeping of such Risk Retention Certificate substantially in
the form of Exhibit TT attached hereto. For the avoidance of doubt, in no event shall a Risk Retention Certificate be held
as a Book-Entry Certificate during the Transfer Restriction Period. At all times after the Transfer Restriction Period, the Risk
Retention Certificates may be transferred subject to the restrictions on transfer set forth in this Article V and upon
the Certificate Registrar’s receipt of (A) a certification from such Certificateholder’s prospective Transferee substantially
in the form attached hereto as Exhibit D-5, which such certification must be countersigned by the Retaining Sponsor and
(B) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit
D-6, which such certification must be countersigned by the Retaining Sponsor. Any attempted or purported transfer in violation
of this Section 5.03(i) shall be null


 



     -331-


     


    

 


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.


 


(j)           Other
Exchanges. If 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.


 


(k)           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.


 


(l)           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.


 


(m)           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.


 


(n)           With
respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer
to the Initial Purchasers) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received
either (i) a representation letter from the proposed purchaser or transferee of such Certificate substantially in the form of
Exhibit F-1 attached hereto, to the effect that such proposed purchaser or transferee is not 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 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,


 



     -332-


     


    

 


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,
the Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser
or transferee will not constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA,
Section 4975 of the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Initial Purchasers, the Underwriters, the Operating Advisor or the Depositor to
any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law)
in addition to those set forth in the Agreement. The Trustee and Certificate Administrator shall not register the sale, transfer,
pledge or other disposition of any ERISA Restricted Certificate unless the Trustee and Certificate Administrator have received
either the representation letter described in clause (i) above or the Opinion of Counsel described in clause (ii)
above. The costs of any of the foregoing representation letters or Opinions of Counsel shall not be borne by any of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Initial Purchasers, the Underwriters,
the Operating Advisor, the Asset Representations Reviewer 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(n) shall be deemed absolutely null and void ab initio, to the extent permitted under applicable law.


 


In
addition, each beneficial owner of a Certificate or any interest therein that is a Plan subject to Title I of ERISA or Section
4975 of the Code (an “ERISA Plan”), including any fiduciary purchasing Certificates on behalf of an ERISA Plan
(“Plan Fiduciary”), will be deemed to have represented by its acquisition of such Certificates that:


 


(1)
none of the Depositor, the Underwriters, the Initial Purchasers, the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any of their respective affiliated entities (the “Transaction
Parties”), has provided or will provide advice with respect to the acquisition of Certificates by the ERISA Plan, other
than to the Plan Fiduciary which is independent of the Transaction Parties, and the Plan Fiduciary either: (a) is a bank as defined
in Section 202 of the Investment Advisers Act of 1940 (the “Advisers Act”), or similar institution that is
regulated and supervised and subject to periodic examination by a State or Federal agency; (b) is an insurance carrier which is
qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of assets of an ERISA
Plan; (c) is an investment adviser registered under the Advisers Act, or, if not registered an as investment adviser under the
Advisers Act by reason of paragraph (1) of Section 203A of the Advisers Act, is registered as an investment adviser under the
laws of the state in which it maintains its principal office and place of business; (d) is a broker-dealer registered under the
Securities Exchange Act of 1934, as amended; or (e) has, and at all times that the ERISA Plan is invested in the Certificates
will have, total assets of at least U.S. $50,000,000 under its management or control (provided that this clause (e) shall
not be satisfied if the Plan Fiduciary is either (i) the owner or a relative of the owner of an investing


 



     -333-


     


    

 


individual retirement
account or (ii) a participant or beneficiary of the ERISA Plan investing in the Certificates in such capacity);


 


(2)
the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions
and investment strategies, including the acquisition by the ERISA Plan of Certificates;


 


(3)
the Plan Fiduciary is a “fiduciary” with respect to the ERISA Plan within the meaning of Section 3(21) of ERISA, Section
4975 of the Code, or both, and is responsible for exercising independent judgment in evaluating the ERISA Plan’s acquisition
of the Certificates;


 


(4)
none of the Transaction Parties has exercised any authority to cause the ERISA Plan to invest in the Certificates or to negotiate
the terms of the ERISA Plan’s investment in the Certificates or received a fee or other compensation from the ERISA Plan
or Plan Fiduciary for the provision of investment advice in connection with the acquisition by the ERISA Plan of the Certificates;
and


 


(5)
the Plan Fiduciary has been informed by the Transaction Parties: (a) that none of the Transaction Parties is undertaking to provide
impartial investment advice or to give advice in a fiduciary capacity, and that no such entity has given investment advice or
otherwise made a recommendation, in connection with the ERISA Plan’s acquisition of the Certificates; and (b) of the existence
and nature of the Transaction Parties financial interests in the ERISA Plan’s acquisition of the Certificates.


 


The
above representations are intended to comply with the Department of Labor’s Reg. Sections 29 C.F.R. 2510.3-21(a) and (c)(1)
as promulgated on April 8, 2016 (81 Fed. Reg. 20,997). If these regulations are revoked, repealed or no longer effective, these
representations shall be deemed to be no longer in effect.


 


(o)           No
Class R or Class Z Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be
a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying assets include
Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA) to purchase such Class R or Class Z Certificate. Each prospective transferee of a Class
R or Class Z Certificate shall deliver to the transferor and the Certificate Administrator a representation letter, substantially
in the form of Exhibit F-2, stating that the prospective transferee is not a Plan or a person acting on behalf of or using
the assets of a Plan. Any attempted or purported transfer in violation of these transfer restrictions shall be null and void ab
initio and shall vest no rights in any purported transferee and shall not relieve the transferor of any obligations with respect
to the applicable Certificates.


 



     -334-


     


    

 


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(o) 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(o)
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 in its Transferee Affidavit are false.


 



     -335-


     


    

 


(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, that 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.


 


(p)           The
Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(q)           At
all times, if a transfer of the HRR Certificates is to be made, then the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) (i) a certification from such Certificateholder’s prospective
transferee substantially in the form attached hereto as Exhibit D-5, which such certification must be countersigned by
the Retaining Sponsor (which shall not be unreasonably withheld, delayed or conditioned) with a medallion stamp guarantee of the
Retaining Sponsor and (ii) a certification from the Certificateholder desiring to effect such transfer substantially in the form
attached hereto as Exhibit D-6, which such certification must be countersigned by the Retaining Sponsor (which shall not
be unreasonably withheld, delayed or conditioned) with a medallion stamp guarantee of the Retaining Sponsor. Upon receipt of the
foregoing certifications, the Certificate Registrar shall, subject to Section 5.01(c) and Section 5.03, reflect
the HRR Certificates in the name of the prospective transferee. For the avoidance of doubt, in no event shall the HRR Certificates
be held as a Global Certificate during the Transfer Restriction Period.


 


(r)           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,


 



     -336-


     


    

 


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.


 


(s)           Each
Certificate Owner of a Non-Registered Certificate shall be deemed to have represented and agreed as follows:


 


(i)           Such
Certificate Owner (A)(i) is a Qualified Institutional Buyer, (ii) is acquiring such Non-Registered Certificate for its own account
or for the account of another Qualified Institutional Buyer, as the case may be, and (iii) is aware that the sale of the Non-Registered
Certificates to it is being made in reliance on Rule 144A, (B)(i)(except with respect to the Class R Certificates) is an Institutional
Accredited Investor that is not a Qualified Institutional Buyer and that is purchasing such Non-Registered Certificate for its
own account or for the account of another Institutional Accredited Investor, and (ii) is not acquiring such Non-Registered Certificate
with a view to any resale or distribution of such Non-Registered Certificate other than in accordance with the restrictions set
forth in this Section 5.03(s), or (C) (except with respect to the Class R Certificates) is an institution that is not a
United States Securities Person, and is purchasing such Non-Registered Certificate in an Offshore Transaction.


 


(ii)           Such
Certificate Owner understands that the Non-Registered Certificates have not been and will not be registered or qualified under
the Securities Act or any state or foreign securities laws and may not be reoffered, resold, pledged or otherwise transferred
except (A) to a person whom the purchaser reasonably believes is a Qualified Institutional Buyer in a transaction meeting the
requirements of Rule 144A, (B) (except with respect to the Class R Certificates) to an institution that is a non-United States
Securities Person in an Offshore Transaction in accordance with Rule 903 or 904 of Regulation S, or (C) (except with respect to
the Class R Certificates) to an Institutional Accredited Investor that is not a Qualified Institutional Buyer, and in each case,
in accordance with any applicable federal securities laws and any applicable securities laws of any state of the United States
or any other jurisdiction.


 


(iii)          Such
Certificate Owner understands that, if the purchaser of a Non-Registered Certificate is not a Qualified Institution Buyer or a
non-United States Securities Person, the Non-Registered Certificates purchased by such purchaser may not be transferred in book-entry
form and may be transferred in physical form only in compliance with the restrictions in clause (ii)(C) above and no such
transfer of the Non-Registered Certificates owned by such Certificate Owner will be permitted unless the purchaser provides certification
that the transfer complies with such restrictions, as described in this Section 5.03(s).


 


(iv)          Such
Certificate Owner is duly authorized to purchase the Non-Registered Certificates and its purchase of investments having the characteristics
of the Non-Registered Certificate is authorized under, and not directly or indirectly in contravention of, any law, rule, regulation,
charter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments
that is applicable to such Certificate Owner.


 



     -337-


     


    

 


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 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.


 



     -338-


     


    

 


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 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, (y) the name of the transaction, 2018-CX11, and (z) 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 600 South, 4th Street, 7th Floor, MAC N9300-070, Minneapolis,
Minnesota 55479 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.


 



     -339-


     


    

 


(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.


 


(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


 



     -340-


     


    

 


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.


 


(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]


 



     -341-


     


    

 


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE Special Servicer, the Operating Advisor, the asset representations reviewer and the Directing
Holder


 


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;


 


(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,


 



     -342-


     


    

 


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;


 


(viii)        No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the
Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other
than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been obtained,
made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or (B) where the
lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not have a material
adverse effect on the performance by the Master Servicer under this Agreement; and


 


(ix)          To
the actual knowledge of the Master Servicer, Master Servicer is not Risk Retention Affiliated with the Retaining Party.


 


(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 Florida, 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


 



     -343-


     


    

 


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, 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; 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


 



     -344-


     


    

 


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;


 


(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(f) hereof;


 



     -345-


     


    

 


(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;


 


(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;


 


(ix)          The
Operating Advisor possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement
over the life of the Trust Fund; and


 


(x)           The
Operating Advisor is an Eligible Operating Advisor.


 


(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


 



     -346-


     


    

 


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 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(f) 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 receipt written notice or actual


 



     -347-


     


    

 


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 6.01 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, if no Control Termination Event is continuing,
the Directing Holder.


 


Section
6.02     Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer
and the Asset Representations Reviewer. 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, and no implied duties or obligations may be asserted against, 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, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each will keep
in full effect its existence, rights and franchises as an entity under the laws of the jurisdiction of its incorporation or organization,
and each will obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in which qualification
is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage
Loans or Companion Loans and to perform its respective duties under this Agreement.


 


(b)           The
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each may be
merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to all
or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case
may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person succeeding
to the business of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations
Reviewer, shall be the successor of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset
Representations Reviewer (such Person, in the case of the Master Servicer or the Special Servicer, in each of the foregoing cases,
the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of any paper (other
than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, as the case may be, in accordance
with the terms of this Agreement) or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that with respect to such merger, consolidation or succession, Rating Agency
Confirmation is received from each Rating Agency with respect to the Classes of Certificates and, with respect to any class of
Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency that such action will not result
in the downgrade, withdrawal or


 



     -348-


     


    

 


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,
the Operating Advisor or the Asset Representations Reviewer enters into a merger and the Master Servicer, the Special Servicer,
the Operating Advisor or the Asset Representations Reviewer, as applicable, is the Surviving Entity under applicable law, the
Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, 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, the Operating Advisor
or the Asset Representations Reviewer 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, the Operating Advisor or the Asset Representations Reviewer, 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 successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer
or Operating Advisor may remain the Master Servicer, the 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
7.01.


 


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


 



     -349-


     


    

 


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 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 (including, without limitation, costs and expenses of litigation,
and of enforcement of this indemnity (including any legal or administrative action, whether in law or in equity) or claim relating,
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 such party’s obligations or duties hereunder, or by reason of negligent disregard of such party’s
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


 



     -350-


     


    

 


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 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 (including costs of enforcement of this indemnity)
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


 



     -351-


     


    

 


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, the Operating Advisor, 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 Master Servicer or the Special
Servicer, as the case may be, shall not affect any rights any of the foregoing Persons may have to indemnification under this
Agreement or otherwise, unless the Master Servicer’s or the Special Servicer’s, as the case may be, defense of such
claim is materially prejudiced thereby.


 


(d)           Each
of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Certificate Administrator
(in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor, the Asset Representations
Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or agent thereof, and hold them
harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses (including costs of enforcement of this indemnity) 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,


 



     -352-


     


    

 


reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses (including costs of enforcement of this indemnity) 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 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 (including costs of enforcement of this indemnity) 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


 



     -353-


     


    

 


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 (including costs of enforcement of this indemnity) that any of them may sustain arising from or as a result
of any willful misconduct, bad faith or negligence of the Asset Representations Reviewer, in the performance of its obligations
and duties under this Agreement or by reason of negligent disregard by the Asset Representations Reviewer of its duties and obligations
hereunder or by reason of breach of any representations or warranties made herein; provided that such indemnity shall not
cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor or the Depositor, as the case may be, shall immediately notify the Asset Representations Reviewer if a claim
is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder,
whereupon the Asset Representations Reviewer shall assume the defense of such claim (with counsel reasonably satisfactory to the
Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to
so notify the Asset Representations Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced
thereby.


 


(i)           The
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced Operating Advisor,
Non-Serviced Depositor, Non-Serviced Certificate Administrator and Non-Serviced Trustee, and any of their respective partners,
directors, officers, shareholders, members, managers, employees or agents (collectively, the “Non-Serviced Indemnified
Parties”) and the securitization trust form under the Non-Serviced PSA, 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.


 



     -354-


     


    

 


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 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 (if no Consultation Termination Event is continuing) 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 the 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 (if no Control Termination Event is continuing) such successor special servicer is approved by the Directing Holder, 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 the 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


 



     -355-


     


    

 


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 Holder. (a) The Directing Holder shall be entitled to advise (1)
the Special Servicer with respect to all Specially Serviced Loans other than any applicable Excluded Loan with respect to the
Directing Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of the
Controlling Class, (2) the Special Servicer, with respect to Major Decisions relating to Non-Specially Serviced Loans (other
than any applicable Excluded Loan or Servicing Shift Mortgage Loan) (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, if 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)).
Notwithstanding anything herein to the contrary, except as set forth in, and in any event subject to Section 6.08(b),
to the second and third paragraphs of this Section 6.08(a), 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, any Servicing
Shift 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 (each a
“Major Decision”) (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
Holder has objected in writing within ten (10) Business Days (or in the case of a determination of an Acceptable Insurance
Default, twenty (20) days)) after receipt of the written recommendation and analysis from the Special Servicer
(provided that if such written objection has not been received by the Special Servicer within such ten (10) Business
Day (or twenty (20) day) period, then such Directing Holder 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


 



     -356-


     


    

 


Serviced Whole Loan or any extension of the maturity date of
such Mortgage Loan or Serviced Whole Loan other than as expressly permitted pursuant to the terms of the related Mortgage Loan
documents;


 


(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;


 


(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;


 



     -357-


     


    

 


(xi)           following
a default or 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; and


 


(xii)          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;


 


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 (which consent shall be
deemed received by the Master Servicer if the Special Servicer does not respond within fifteen (15) Business Days of delivery
to the Special Servicer of the Master Servicer’s written recommendation and analysis, and all information reasonably requested
by the Special Servicer in order to grant or withhold such consent, plus the time period provided to any Serviced Companion Loan
Holder under any related Intercreditor Agreement to consent to such Major Decision), 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,
if the Special Servicer or Master Servicer (if 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 (i) any other matter requiring consent
of the Directing Holder with respect to any Mortgage Loan other than an Excluded Loan and only if no Control Termination Event
is continuing in this Agreement, or (ii) 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)), such servicer may take any such action
without waiting for the Directing Holder’s response (or without waiting to consult with the Directing Holder or the Operating
Advisor, as the case may be), provided that such servicer shall provide the Directing Holder (or the Operating Advisor,
if applicable) with prompt written notice following such action including a reasonably detailed explanation of the basis therefor;
provided, however, that the Special Servicer is not required to obtain the consent of the Directing Certificateholder
for any Major Decision during a Control Termination Event. In addition, other than with respect to 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.


 



     -358-


     


    

 


Notwithstanding
anything herein to the contrary, with respect to any Servicing Shift Mortgage Loan, the Loan-Specific Directing Certificateholder
shall, pursuant to the related Intercreditor Agreement, exercise any consent and consultation rights, and rights to provide direction
to the Master Servicer or Special Servicer, of the “Directing Certificateholder” with respect to such Mortgage Loan
as provided for in this Agreement until the Servicing Shift Securitization Date.


 


During
a Control Termination Event while no Consultation Termination Event is continuing, the Special Servicer shall consult with the
Directing Holder in connection with any Major Decision not relating to any Non-Serviced Mortgage Loan or 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. If the Special
Servicer receives no response from the Directing Holder 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 Holder on the specific matter;
provided, however, that the failure of the Directing Holder respond shall not relieve the Special Servicer from
consulting with the Directing Holder on any future matters with respect to the related Mortgage Loan (other than a Non-Serviced
Mortgage Loan or any Excluded Loan) or Serviced Whole Loan.


 


Notwithstanding
anything herein to the contrary, no such advice, direction or objection by, from or on the part of the Directing Certificateholder
or Operating Advisor contemplated in this Section 6.08(a), may require or cause the Master Servicer or Special Servicer
to violate any provision of any Mortgage Loan or related 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,
expose the Trust or any party to this Agreement to liability, materially expand the scope of its responsibilities hereunder or
constitute an action or inaction that, in its reasonable judgment, is not in the best interests of the Certificateholders. If
the Special Servicer or the Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder
or any advice from the Operating Advisor or 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 the Master Servicer, as applicable, shall disregard such refusal to consent or advise
and notify the Operating Advisor or the Directing Certificateholder, as applicable, and the Trustee and the Rating Agencies of
its determination, including a reasonably detailed explanation of the basis therefor. The taking of, or refraining from taking,
any action by the Master Servicer or the Special Servicer in accordance with the direction of or approval of the Directing Certificateholder
and the Operating Advisor 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 Holder 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 Holder shall not be protected
against any liability to a


 



     -359-


     


    

 


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 Holder 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 Holder may act solely in the interests of the Holders of the Controlling Class, including the Holders of the
Controlling Class, that the Directing Holder does not have any duties or liability to the Holders of any Class of Certificates
other than the Controlling Class, that the Directing 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, and that the Directing Holder shall have no liability whatsoever
for having so acted, and no Certificateholder may take any action whatsoever against the Directing Holder 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.


 


(b)           Notwithstanding
anything to the contrary contained herein (i) during a Control Termination Event (and at any time with respect to any Excluded
Loan), the Directing Holder shall have no right to consent to or direct any action taken or not taken by any party to this Agreement;
(ii) during a Control Termination Event while no Consultation Termination Event is continuing, the Directing Holder 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 Holder (other than with respect to any Excluded Loan) to the extent
set forth herein in connection with any action to be taken or refrained from taking; and (iii) during a Consultation Termination
Event and at any time with respect to any Excluded Loan, the Directing Holder shall have no direction, consultation or


 



     -360-


     


    

 


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 Holder.


 


(c)           While
no Operating Advisor Consultation Event is continuing, the Special Servicer shall provide each Major Decision Reporting Package
to the Operating Advisor promptly after the Special Servicer receives the Directing Holder’s approval or deemed approval
of such Major Decision Reporting Package; provided, however, that with respect to any non-Specially Serviced Loan,
no Major Decision Reporting Package is required to be delivered (and the Special Servicer shall use reasonable efforts not to
deliver such Major Decision Reporting Package) to the Operating Advisor while no Operating Advisor Consultation Event is continuing.
During an Operating Advisor Consultation Event (whether or not a Control Termination Event is continuing), the Special Servicer
shall provide each Major Decision Reporting Package to the Operating Advisor simultaneously with the Special Servicer’s
written request for the Operating Advisor’s input regarding the related Major Decision (which written request and Major
Decision Reporting Package may be delivered in one notice), as set forth under Section 6.08. With respect to any particular
Major Decision and/or related Major Decision Reporting Package or any Asset Status Report required to be delivered by the Special
Servicer to the Operating Advisor, the Special Servicer shall make available to the Operating Advisor a servicing officer with
relevant knowledge regarding the Mortgage Loan and such Major Decision and/or Asset Status Report in order to address reasonable
questions that the Operating Advisor may have relating to, among other things, such Major Decision and/or Asset Status Report
and potential conflicts of interest with respect to such Major Decision and/or Asset Status Report.


 


In
addition, if an Operating Advisor Consultation Event has occurred and is continuing, the Special Servicer will also be required
to consult with the Operating Advisor in connection with any proposed Major Decision (and any other actions which otherwise require
consultation with the Operating Advisor) and consider alternative actions recommended by the Operating Advisor, in respect thereof,
provided that such consultation is on a non-binding basis. If the Special Servicer receives no response from the Operating
Advisor within ten (10) days following the later of (i) its written request for input (which request is required to include the
related Major Decision Reporting Package) on any required consultation and (ii) delivery of all such additional information reasonably
requested by the Operating Advisor that is in the possession of the Special Servicer 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 an Operating Advisor
Consultation 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 that it is processing 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
connection with the Directing Certificateholder’s or Operating Advisor’s right to consent or consult with respect
to a Major Decision, as applicable, if the Special Servicer


 



     -361-


     


    

 


determines that action is necessary to protect the related Mortgaged
Property or the interests of the Certificateholders from potential harm if such action is not taken, or if a failure to take any
such action at such time would be inconsistent with Accepted Servicing Practices, the Special Servicer may take actions with respect
to the related Mortgaged Property before the expiration of the applicable period for the Operating Advisor or Directing Certificateholder
to respond as described in this section, if the Special Servicer reasonably determines in accordance with Accepted Servicing Practices
that failure to take such actions before the expiration of such period would materially adversely affect the interest of the Certificateholders,
and the Special Servicer has made a reasonable effort to contact the Operating Advisor or the Directing Certificateholder, as
applicable.


 


During
a Consultation Termination Event, the Directing Certificateholder shall have no consultation or consent rights hereunder and shall
have no right to receive any notices, reports or information (other than notices, reports or information required to be delivered
to all Certificateholders) or any other rights as Directing Certificateholder. However, the Directing Certificateholder shall
maintain the right to exercise its Voting Rights for the same purposes as any other 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.


 


[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


 



     -362-


     


    

 


(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) with respect to any year that
a report on Form 10-K is required to be filed, five (5) Business Days in the case of the Master Servicer’s or the Special
Servicer’s, as applicable, obligations contemplated by Article XI, (B) fifteen (15) days in the case of the Master
Servicer’s failure to make a Servicing Advance or (C) 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(s); provided, however, that
if that failure is capable of being cured and the Master Servicer or the 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 regarding Exchange Act reporting; 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


 



     -363-


     


    

 


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


 


(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 (B) placed one or more Classes of Certificates or Serviced Pari Passu Companion Loan Securities, as applicable, on “watch
status” in contemplation of a ratings downgrade or withdrawal (and such qualification, downgrade, withdrawal or “watch
status” placement shall not have been withdrawn by Moody’s or DBRS, as applicable, within sixty (60) days of such
rating action) and, in the case of either of clauses (A) or (B), publicly citing servicing concerns with such Master
Servicer or Special Servicer, as the case may be, as the sole or a material factor in such rating action; or


 


(ix)           the
Master Servicer or the Special Servicer, as the case may be, is no longer rated at least “CMS3” or “CSS3”,
respectively, by Fitch and such Master Servicer or Special Servicer is not reinstated to at least that rating within 60 days of
the delisting; 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).


 


(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”)


 



     -364-


     


    

 


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 Holder (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 the Special Servicer each agree that if it is terminated pursuant to this Section 7.01(b), it shall promptly (and in
any event no later than twenty (20) Business Days subsequent to its receipt of the notice of termination) provide the Trustee
with all documents and records requested by it to enable it to assume the Master Servicer’s or the Special Servicer’s,
as the case may be, functions hereunder, and shall cooperate with the Trustee in effecting the termination of the Master Servicer’s
or the Special Servicer’s, as the case may be, responsibilities and rights (subject to Section 3.11 and Section
6.04) hereunder, including, without limitation, the transfer within five (5) Business Days to the Trustee for administration
by it of all cash amounts which shall at the time be or should have been credited by the Master Servicer to the Collection Account
or any Servicing Account (if it is the Affected Party), by the Special Servicer to the REO Account (if it is the Affected Party)
or thereafter be received with respect to the Mortgage Loans or any REO Property (provided, however, that the Master
Servicer and the Special Servicer each shall, if terminated pursuant to this Section 7.01(b) or pursuant to Section
7.01(d) (with respect to the Special Servicer), continue to be entitled to receive all amounts accrued or owing to it under
this Agreement on or prior to the date of such termination, whether in respect of Advances (in the case of the Special Servicer
or the Master Servicer) or otherwise, and it and its Affiliates and the directors, managers, officers, members, employees and
agents of it and its Affiliates shall continue to be entitled to the benefits of Section 3.11 and Section 6.04 notwithstanding
any such termination).


 


(c)           If
the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event under
Section 7.01(a)(viii) or (a)(ix), the Master


 



     -365-


     


    

 


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. If 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 right of the Operating Advisor to recommend the termination of the Special Servicer and recommend a Qualified Replacement
Special Servicer and the right of the applicable Certificateholders to approve the replacement of the Special Servicer with such
Qualified Replacement Special Servicer pursuant to this Section 7.01(d), and subject to the rights of the holder of a related
AB Subordinate Companion Loan pursuant to the related Intercreditor Agreement, at any time no Control Termination Event is continuing
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) , provided that, with respect to a Servicing Shift Whole Loan, the ten
(10) Business Days’ notice set forth in this Section 7.01(d) shall not apply to the related Loan-Specific Directing
Certificateholder’s right to terminate the Special Servicer’s rights and obligations under this Agreement without
cause with respect to such Servicing Shift Whole Loan pursuant to the terms of the related Intercreditor Agreement. Upon a termination
of the Special Servicer, the Directing Certificateholder (other than with


 



     -366-


     


    

 


respect to any Excluded Loan with respect to the Directing
Certificateholder or the Holder of the majority of the Controlling Class) shall designate a successor special servicer; provided,
however, that (i) such successor will meet the requirements set forth in Section 7.02, (ii) each Rating Agency delivers
Rating Agency Confirmation and, in the case of any class of any Serviced Companion Loan Securities the applicable rating agencies
deliver a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25) and (iii) no replacement of the
Special Servicer shall be effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section
11.07 hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan.


 


During
a Control Termination Event, 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 shall 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 Principal Balance
Certificates evidencing at least 66 2/3% of a Certificateholder Quorum or (b) Holders of Non-Reduced Certificates evidencing more
than 50% of the aggregate Voting Rights of each Class of Non-Reduced Certificates, the Trustee shall terminate all of the rights
and obligations of such 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. Notwithstanding the foregoing, the Certificateholders’ direction to replace the Special
Servicer will not apply to a Serviced AB Whole Loan unless, with respect to a Serviced Whole Loan, an AB Control Appraisal Period
has occurred.


 


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


 



     -367-


     


    

 


related Non-Serviced Mortgage Loan (or the Trustee (or, prior to a Control
Termination Event, 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 control 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 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.


 


If
at any time the Operating Advisor determines, in its sole discretion exercised in good faith, that (i) the Special Servicer is
not performing its duties as required hereunder or is otherwise not acting in accordance with the Servicing Standard, and (ii)
the replacement of the Special Servicer would be in the best interest of the Certificateholders as a collective whole, then 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 report contravene any provision of this Agreement) detailing the reasons supporting its recommendation (provided
that the Operating Advisor will not be permitted to recommend the replacement of the Special Servicer for any Whole Loan so long
as the holder of the related Companion Loan is the Directing Holder under the related Intercreditor Agreement) (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 applicable 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 applicable Certificates in such regard. Upon (i) the affirmative vote of
Voting Rights evidencing at least a majority of a Quorum (which, this purpose is the Holders that (i) evidence at least 20% of
the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective
Certificate Balances) of all Principal Balance Certificates on an aggregate basis, and (B) consist of at least three (3) Certificateholders,
or the Certificate Owners that are not Risk Retention Affiliated with each other) and (ii) receipt of Rating Agency Confirmation
from each Rating Agency with respect to the termination of the Special Servicer and the appointment of a successor special servicer
recommended by the Operating Advisor following satisfaction of the foregoing clause (i), the Trustee (upon receipt of written
confirmation from the Certificate Administrator, if the Certificate Administrator and the Trustee are different entities) shall
(i) terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint such successor Special
Servicer 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


 



     -368-


     


    

 


vote(s) and the Operating Advisor’s identification of a Qualified Replacement Special
Servicer shall be an additional expense of the Trust. If the Trustee does not receive the affirmative vote of at least a majority
of the quorum described in clause (i) of the preceding sentence within 180 days of the posting of the notice to the Certificate
Administrator’s Website, 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. If the Special Servicer
is terminated pursuant to this Section 7.01(d), the Directing Holder may not subsequently reappoint such terminated Special
Servicer or any Risk Retention Affiliate thereof.


 


No
penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section
7.01(d). All costs of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders
of the Controlling Class.


 


For
the avoidance of doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations
set forth in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination
under this Section 7.01(d) (regarding removal of the Special Servicer), or the result of the vote of the Certificateholders
(regarding removal of the Special Servicer).


 


(e)           The
Master Servicer and the 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)(viii) and Section
7.01(a)(ix) 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)(viii) and Section 7.01(a)(ix).


 


(f)           Notwithstanding
the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion Loan, any
related Serviced Companion Noteholder 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, any related Serviced Companion Noteholder 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 such Serviced Companion Noteholder or the holders of any certificates backed, wholly
or partially, by such Serviced Companion Loan, but upon the written direction of such Serviced Companion Noteholder, the Master
Servicer shall 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
related Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. If no Control Termination


 



     -369-


     


    

 


Event
is continuing, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan, the Directing Holder 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. During 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. It shall be a condition to any such appointment that (i) the Rating Agencies confirm that the appointment
would not result in a qualification, downgrade or withdrawal of any of their then-current ratings of the Certificates and each
NRSRO hired to provide ratings with respect to any Serviced Companion Loan Securities makes the equivalent confirmation, (ii)
the related Excluded Special Servicer is a Qualified Replacement Special Servicer and (iii) the related Excluded Special Servicer
delivers to the Depositor and the Certificate Administrator and any applicable Other Depositor and Other Certificate Administrator,
the information, if any, required under Item 6.02 of Form 8-K pursuant to the Exchange Act regarding itself in its role as Excluded
Special Servicer.


 


If
at any time the Special Servicer is no longer a Borrower Party (including, without limitation, as a result of the related Mortgaged
Property becoming an REO Property) with respect to an Excluded Special Servicer Loan, (1) the related Excluded Special Servicer
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 (provided
that the Special Servicer shall remain entitled to all other special servicing compensation with respect all Mortgage Loans
and Serviced Whole Loans that are not Excluded Special Servicer Loans during such time).


 


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 the 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


 



     -370-


     


    

 


subsection (a)
of the first sentence of Section 6.05 or receives a notice of termination for cause pursuant to Section 7.01(b),
and provided that no acceptable successor has been appointed within the time period specified in Section 7.01(c),
the Trustee shall be the successor to such party, until such successor to the Master Servicer or the Special Servicer, as applicable,
is appointed as provided in this Section 7.02 or by the Directing Holder as provided in Section 7.01(d), as applicable,
in all respects in its capacity as Master Servicer or the 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 the Special Servicer, as applicable, by the terms
and provisions hereof; provided, however, that any failure to perform such duties or responsibilities caused by
the terminated party’s failure under Section 7.01 to provide information or moneys required hereunder shall not be
considered a default by such successor hereunder. The appointment of a successor master servicer shall not affect any liability
of the predecessor Master Servicer which may have arisen prior to its termination as Master Servicer, and the appointment of a
successor special servicer shall not affect any liability of the predecessor Special Servicer which may have arisen prior to its
termination as Special Servicer. The Trustee in its capacity as successor to the Master Servicer or the Special Servicer, as the
case may be, shall not be liable for any of the representations and warranties of the Master Servicer or the Special Servicer,
respectively, herein or in any related document or agreement, for any acts or omissions of the predecessor master servicer or
special servicer or for any losses incurred by the predecessor Master Servicer pursuant to Section 3.06 hereunder, nor
shall the Trustee be required to purchase any Mortgage Loan hereunder solely as a result of its obligations as successor master
servicer or special servicer, as the case may be. Subject to Section 3.11, as compensation therefor, the Trustee as successor
master servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans, the Companion Loans that
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 Holder (solely with respect to
the Special Servicer) ((i) if no Control Termination Event is continuing and (ii) other than with respect to any Excluded Loan
with respect to the Directing Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority
of the Controlling Class) or the Holders of Certificates entitled to a majority 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


 



     -371-


     


    

 


Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer or the 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 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), (iii) which appointment
has been approved (if no Control Termination Event is continuing) by the Directing Holder, 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 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 the Special Servicer as described herein, the Trustee may make such arrangements for the compensation of such successor
out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation
with respect to a successor master servicer or successor special servicer, as the case may be, shall be in excess of that permitted
the terminated Master Servicer or Special Servicer, as the case may be, hereunder. The Trustee, the Master Servicer or the Special
Servicer (whichever is not the terminated party) and such successor shall take such action, consistent with this Agreement, as
shall be necessary to effectuate any such succession. Any costs and expenses associated with the transfer of the servicing function
(other than with respect to a termination without cause) under this Agreement 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 the 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


 



     -372-


     


    

 


Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register.


 


(b)           Not
later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse of time
or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would be deemed
to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate Administrator shall
transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the related Serviced
Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section
7.04     Waiver of Servicer Termination Events. The Holders of Certificates representing
at least 66-2/3% of the Voting Rights allocated to each Class of Certificates affected by any Servicer Termination Event hereunder
may waive such Servicer Termination Event, within twenty (20) days of the receipt of notice from the Certificate Administrator
of the occurrence of such Servicer Termination Event; provided, however, that (1) a Servicer Termination Event under
clause (i) or (ii) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected
Classes and (2) a Servicer Termination Event under clause (iii) or (ix) of Section 7.01(a) relating to Exchange
Act reporting may be waived only with the consent of the Depositor, together with (in the case of each of clauses (1) and
(2) of this sentence) the consent of each Serviced Companion Noteholder, if any, that is affected by such Servicer Termination
Event. Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder. Upon any such waiver of a Servicer Termination Event by Certificateholders,
the Trustee and the Certificate Administrator shall be entitled to recover all costs and expenses incurred by it in connection
with enforcement action taken with respect to 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. If 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


 



     -373-


     


    

 


such rights
of reimbursement caused by such Master Servicer’s default in its obligations hereunder); provided, however,
that if Advances made by the Trustee and the Master Servicer shall at any time be outstanding, or any interest on any Advance
shall be accrued and unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied
entirely to the Advances outstanding to the Trustee, until such Advances shall have been repaid in full, together with all interest
accrued thereon, prior to reimbursement of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively
rely on any notice given with respect to a Nonrecoverable Advance hereunder.


 


[End
of ARTICLE VII]


 


Article
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section
8.01     Duties of the Trustee and the Certificate Administrator. (a) The Trustee and the
Certificate Administrator, prior to the occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer
Termination Events which may have occurred, undertake to perform such duties and only such duties as are specifically set forth
in this Agreement. If a Servicer Termination Event occurs and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise
or use under the circumstances in the conduct of his own affairs. Any permissive right of the Trustee and the Certificate Administrator
contained in this Agreement shall not be construed as a duty.


 


(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


 



     -374-


     


    

 


shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the
Trustee and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee
or the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)           Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be
proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


 


(iii)          Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 25% of the
Percentage Interest of each affected Class, or of the aggregate Voting Rights of the Certificates, relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising
any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement (unless a higher percentage
of Voting Rights is required for such action).


 


(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,
direction of the Depositor, 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


 



     -375-


     


    

 


Certificates or to make any investigation of matters arising hereunder or to institute, conduct or
defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, reasonable security or indemnity satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, if it shall have reasonable grounds for believing that repayment of such funds or reasonable indemnity satisfactory
to it against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of a Servicer Termination Event which has not been cured, to exercise such of the rights
and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs;


 


(iv)          Neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)           Prior
to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which may
have occurred, neither the 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;


 



     -376-


     


    

 


(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 the Special Servicer, as the case may be, in which case the Trustee
shall only be responsible for its own actions as Master Servicer or the Special Servicer) or of the Depositor, the Operating Advisor
or the Asset Representations Reviewer;


 


(ix)           Neither
the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund unless
it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable,
negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)           In
no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure 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)           Nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law; and


 


(xii)          Nothing
herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect to its rights
and protections relative to the Trust.


 


Each
of the Certificate Administrator, Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent shall
be entitled to the same rights, indemnities, immunities, privileges and protections afforded to the Trustee hereunder in the same
manner as if such party were the named Trustee herein.


 


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


 



     -377-


     


    

 


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 Loan to the Trust, or any funds
deposited in or withdrawn from the Collection Account or any other account by or on behalf of the Depositor, the Master Servicer,
the Special Servicer or in the case of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator
shall not be responsible for and may rely upon the accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer and accepted by the
Trustee or the Certificate Administrator, in good faith, pursuant to this Agreement.


 


Section
8.04     Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate
Administrator, each in its individual capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of
Certificates, and may deal with the Depositor, the Master Servicer, the Special Servicer or the Underwriters in banking 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,


 



     -378-


     


    

 


representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account, 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 enforcement of this indemnity (including any legal or administrative action, whether
in law or in equity), and of investigation, counsel fees, damages, judgments and amounts paid in settlement, and expenses incurred
in becoming the successor to the Master Servicer or the Special Servicer, to the extent not otherwise paid hereunder) arising
out of, or incurred in connection with, any act or omission of the Trustee or the Certificate Administrator, respectively, relating
to the exercise and performance of any of the powers, rights and duties of the Trustee or the Certificate Administrator, respectively
(including in any capacities in which they serve, such as paying agent, REMIC Administrator, Authenticating Agent, Custodian,
Certificate Registrar and 17g-5 Information Provider), hereunder; provided, however, that none of the Trustee or
the Certificate Administrator, nor any of the other above specified Persons shall be entitled to indemnification pursuant to this
Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee
or the Certificate Administrator, respectively, in the normal course of the Trustee or the Certificate Administrator, respectively,
performing its duties in accordance with any of the provisions hereof, which are not “unanticipated expenses of the REMIC”
within the meaning of Treasury Regulations 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


 



     -379-


     


    

 


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 and “F1” by Fitch and “R-1(low)” by DBRS
and (c) each Master Servicer maintains a long-term unsecured rating of at least “A2” by Moody’s, “A+”
by Fitch and, if rated by DBRS, “A” by DBRS; provided that nothing in this proviso shall impose on the Master
Servicer any obligation to maintain such rating; provided, further, that if any such institution is not rated by
DBRS, it maintains an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s and/or Fitch) or
such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation and (iv) an entity that
is not a Prohibited Party.


 


If
such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06
the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published. If the place of business from
which the Certificate Administrator administers the Trust REMICs or the Grantor Trust 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) or a grantor trust, 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 and/or the Grantor Trust, as applicable, 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 successor certificate administrator and, if no Control Termination Event is continuing, the Directing Holder by


 



     -380-


     


    

 


written
instrument, in duplicate, which instrument shall be delivered to the resigning Trustee or Certificate Administrator and to the
successor trustee or certificate administrator. A copy of such instrument shall be delivered to the Master Servicer, the Special
Servicer, the Certificateholders and the Trustee or Certificate Administrator, as applicable, by the Depositor. The resigning
Trustee or Certificate Administrator, as the case may be, shall pay all costs and expenses associated with the transfer of its
duties. If no successor trustee or certificate administrator shall have been so appointed and have accepted appointment within
thirty (30) days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator may petition
any court of competent jurisdiction for the appointment of a successor trustee or certificate administrator, as applicable. The
Trust shall pay all costs and expenses associated with such petition.


 


(b)           If
at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section
8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request
therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or
of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator
(if different than the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer
to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee’s or Certificate Administrator’s,
as applicable, reasonable control) to timely publish any report to be delivered, published or otherwise made available by the
Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period of five (5)
days, or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01 or Section 9.01,
then 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


 



     -381-


     


    

 


successor so appointed. A copy of such instrument shall be delivered to the Depositor,
the Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such termination without
cause pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable, shall be responsible
for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)           Any
resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by
the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator shall
have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with
respect to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as the case may be, shall
pay all costs and expenses associated with the transfer of its duties.


 


If
the same party is acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party
in its capacity as Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its
capacity as Trustee or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator
and a successor trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon
any succession of the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator
shall be entitled to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for
services rendered and expenses incurred (including without limitation, unreimbursed 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 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2018-CX11 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 2018-CX11 Commercial Mortgage



 



     -382-


     


    

  


Trust, Commercial
Mortgage Pass-Through Certificates, Series 2018-CX11 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, if such endorsement or
assignment cannot be made for any reason, to note the same in such certification.


 


(f)           Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section
8.08     Successor Trustee or Certificate Administrator. (a) Any successor trustee or certificate
administrator appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master
Servicer, the Special Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator shall become effective
and such successor trustee or certificate administrator without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally 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.


 



     -383-


     


    

 



 


Section
8.09     Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the
Certificate Administrator may be merged or converted or with which it may be consolidated or any Person resulting from any merger,
conversion or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to
all or substantially all of the corporate trust business of the Trustee or the Certificate Administrator shall be the successor
of the Trustee or the Certificate Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such
successor person shall be eligible under the provisions of Section 8.06, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator
shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide
notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall
post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section
8.10     Appointment of Co-Trustee or Separate Trustee.  (a) Notwithstanding any other provisions hereof, at any
time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing
the same may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly
with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or
Persons, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or
desirable. If the Master Servicer shall not have joined in 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. 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


 



     -384-


     


    

 


acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 


(d)             Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


 


(e)             The
appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and
responsibilities hereunder.


 


Section
8.11     Appointment of Custodians.  The Certificate Administrator is hereby appointed as the Custodian to hold
all or a portion of the Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state
authority, shall have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction
in which it holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of care as would be imposed
on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator.
Upon termination or resignation of the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing
requirements. The 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, the Asset Representations Reviewer, 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;


 






     -385-


     


    

 


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


 


(iv)          This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at law;


 


(v)           The
Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms
of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s good faith
and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under
this Agreement;


 


(vi)          No
litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit the
Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially
and adversely affect the ability of the Trustee to perform its obligations under this Agreement;


 


(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; and


 


(viii)        To
its actual knowledge, the Trustee is not Risk Retention Affiliated with the Retaining Party.


 


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


 



     -386-


     


    

 


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, the Asset Representations
Reviewer, each Serviced Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date,
that:


 


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


 


(ii)           The
execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms of
this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws or
constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in
the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;


 


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


 


(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;


 






     -387-


     


    

 


(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;


 


(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; and


 


(viii)        To
its actual knowledge, the Certificate Administrator is not Risk Retention Affiliated with the Retaining Party.


 


Section
8.15    Compliance with the PATRIOT Act.  In order to comply with the laws, rules, regulations and executive
orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities
and money laundering (“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicer
and the Master Servicer is required to obtain, verify and record certain information relating to individuals and entities which
maintain a business relationship with the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer,
as applicable, arising out of the Trust or this Agreement. Accordingly, each of the parties to this Agreement agrees to provide
to the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer, upon its respective reasonable request
from time to time such identifying information and documentation as may be available for such party in order to enable the Trustee,
the 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, the Asset Representations
Reviewer 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


 



     -388-


     


    

 


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 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 Specially Serviced Loans and 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 clause
(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 Section 3.03(d) and Section 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-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class
X-D, Class A-S, 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 the Class Z and Class R Certificates) and the payment
or deemed payment by such exchanging party of the Termination Purchase Amount 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 X-D, 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 Z and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master
Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates) together with the payment or deemed
payment of the Termination Purchase Amount 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. If the Sole Certificateholder elects to exchange
all of its Certificates (other than the Class Z and Class R Certificates) and pay the


 



     -389-


     


    

 


Termination
Purchase Amount) 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 (i) remit for deposit in the Collection Account an amount in immediately
available funds equal to the Termination Purchase Amount to be paid to the Trust, plus 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, and (ii) be deemed to pay to the Trust (which amount shall be further deemed distributed to the Holders of all
outstanding Certificates) an amount equal to the Termination Purchase Amount. In addition, the Master Servicer shall transfer
all amounts required to be transferred to the Lower-Tier REMIC Distribution Account and Excess Interest Distribution Account
on the P&I Advance Date related to such Distribution Date in which the final distribution on the Certificates is to occur
from the Collection Account pursuant to the first paragraph of Section 3.04(b) (provided, however, that
if a Serviced Whole Loan is secured by REO Property, the portion of the above-described purchase price allocable to such
Trust’s portion of REO Property shall initially be deposited into the related REO Account). Upon confirmation that such
final deposits have been made and following the surrender of all its Certificates (other than the Class Z Certificates and
Class R Certificates) on the applicable Distribution Date, the Custodian shall, upon receipt of a Request for Release from
the Master Servicer, release or cause to be released to the Sole Certificateholder or any designee thereof, the Mortgage
Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it
by the Sole Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining
in the Trust Fund, and the Trust shall be liquidated in accordance with Section 9.02. Solely for federal income tax
purposes, the Sole Certificateholder shall be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal
to the remaining Certificate Balance of the Principal Balance Certificates, plus accrued, unpaid interest with respect
thereto, and the Certificate Administrator shall credit such amounts against amounts distributable in respect of
such Certificates and Related Lower-Tier Regular Interests.


 


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


 



     -390-


     


    

 


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 the aggregate Stated Principal Balance of the Mortgage Loans and any REO
Mortgage Loans held by the Trust is equal to or less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely
for the purposes of this calculation, if such right is being exercised after April 2028 and either or both of the Signet Jewelers
Expansion Mortgage Loan or the GED Integrated Solutions Mortgage Loan are still an asset of the Trust, then any such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and from the aggregate Stated
Principal Balance of the pool of Mortgage Loans as of the Cut-off Date) as set forth in the Preliminary Statement.


 


If
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 Trust REMICs, then the Special Servicer, then the Master Servicer, and then the Holders of the Class R Certificates. For purposes
of this Section 9.01, the Directing Certificateholder with the consent 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


 



     -391-


     


    

 


previously
notified pursuant to this Section 9.01, to the other parties hereto mailed (a) if 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(c) to the Upper-Tier REMIC Distribution Account, in each case pursuant to Section 3.04(b)
and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Certificate
Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such Certificateholder’s
Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution Account that are allocable
to payments on the Class of Regular Certificates so presented, (ii) to Holders of the Class Z Certificates so presented, any amounts
remaining on deposit in the Excess Interest Distribution Account, and (iii) 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 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 Section 4.01(c).
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) If 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:


 


 (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,


 



     -392-


     


    

 


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” (the “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 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 of 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


 



     -393-


     


    

 


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 of 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, in respect of each
Trust REMIC, Form 8811, within thirty (30) days after the Closing Date.


 


(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 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


 



     -394-


     


    

 


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.


 


(g)           If
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 (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.


 






     -395-


     


    

 


(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.


 


(k)          Solely
for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” by which
(i) the Certificate Balance or Notional Amount of each Class of Regular Certificates representing a “regular interest”
in the Upper-Tier REMIC would be reduced to zero and (ii) 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.


 


(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


 



     -396-


     


    

 


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, 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.


 






     -397-


     


    

 


(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 (and any Other Depositor of any
Other Securitization that includes a Serviced Companion Loan) 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
(or any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced Companion Loan) 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 the CSAIL
2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-CX11, and any Other
Securitization subject to Regulation AB that includes a Serviced Companion Loan, 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, and any Other Depositor, Other Trustee and Other Certificate Administrator
of any Other Securitization that includes a Serviced Companion Loan, as applicable, to deliver or make available to the
Depositor or the Certificate Administrator, and any such Other Depositor,


 



     -398-


     


    

 


Other Trustee or Other Certificate Administrator, as applicable (including any of
its assignees or designees), any and all statements, reports, certifications, records and any other information (in its possession
or reasonably attainable) necessary in the reasonable good faith determination of the Depositor or such Other Depositor, as applicable,
to permit the Depositor or such Other Depositor, as applicable, to comply with the provisions of Regulation AB, together with
such disclosures relating to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian, the
Asset Representations Reviewer and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the
Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related Other
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 and each Other 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 the 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 the
Special Servicer or such Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Master
Servicer and the Special Servicer or to any such Sub-Servicer, the person removing and replacing the Master Servicer and the Special
Servicer shall provide to the Depositor, the Certificate Administrator and each Other Depositor, as applicable, 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, the Other Depositor and the Other Certificate Administrator 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, the Other Depositor and the Other Certificate Administrator 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 and the Other 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(p)),
the Asset Representations Reviewer and the Certificate Administrator (each of the Master Servicer, the Special Servicer, the Trustee,
the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator and each Sub-Servicer, for purposes
of this Section 11.02, a “Servicer”) is permitted to utilize one or more Subcontractors to perform certain
of its obligations hereunder. If such Subcontractor will be a Servicing Function Participant, such Servicer shall promptly upon


 



     -399-


     


    

 


written
request provide to the Depositor or any Mortgage Loan Seller (and any Other Trustee, Other Certificate Administrator and Other
Depositor related to any Other Securitization that includes a related Serviced Companion Loan) a written description (in form
and substance satisfactory to the Depositor, such Mortgage Loan Seller or such Other Trustee, Other Certificate Administrator
or Other Depositor, 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 (and any Other Trustee, Other Certificate Administrator and Other Depositor related to any Other Securitization
that includes a related Serviced Companion Loan) 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


 



     -400-


     


    

 


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 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, ABS-EE 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, Analysis and Retrieval (“EDGAR”)
system) 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)           If
the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D,
ABS-EE 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, ABS-EE 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, Form ABS-EE/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. If any


 



     -401-


     


    

 


previously
filed Form 8-K, Form 10-D, Form ABS-EE 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, Form ABS-EE/A or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form
ABS-EE or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation and filing of
Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE 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, Form ABS-EE 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 Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


Section
11.04    Form 10-D and Form ABS-EE 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


 



     -402-


     


    

 


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 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, (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 and (v) incorporate the most recent Form ABS-EE filing by reference (which such Form ABS-EE shall be filed on or prior to
the filing of the applicable report on Form 10-D). 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 via cts.sec.notifications@wellsfargo.com,
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, to the extent such information is received by the Certificate Administrator
from the Master Servicer or the Special Servicer, as applicable, substantially in the form of Exhibit KK (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)


 



     -403-


     


    

 


the
aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Forms 10-D and ABS-EE for each reporting period: Name: Chuck Lee, Telephone: (212) 538-1807. The Certificate Administrator
may rely without further investigation that this information remains correct unless and until the Depositor provides the Certificate
Administrator with a new individual’s name and phone number in writing.


 


Upon
receipt of an Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
12.01(b), the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for
such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate
Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the
Asset Representations Reviewer.


 


To
the extent the Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate with
other Certificateholders or Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include under
Item 1B on the Form 10-D relating to the reporting period in which such request was received a Special Notice regarding the request
to communicate, and such Special Notice is required to include the following and no more than the following: (a) the name of the
Certificateholder or Certificate Owner making the request, (b) the date the request was received, (c) a statement to the effect
that the Certificate Administrator has received such request, stating that such Certificateholder or Certificate Owner is interested
in communicating with other Certificateholders or Certificate Owners with regard to the possible exercise of rights under this
Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may use to contact the requesting
Certificateholder or Certificate Owner. Disclosure in substantially the following form shall be deemed to satisfy the requirements
in the preceding sentence: “On [date], the Certificate Administrator received from [name], a Certificateholder or Certificate
Owner, a request to communicate with other Certificateholders and Certificate Owners in the securitization transaction to which
this report on Form 10-D relates (the “Securitization”). The requesting Certificateholder or Certificate Owner
is interested in communicating with other Certificateholders and Certificate Owners with regard to the possible exercise of rights
under the pooling and servicing agreement governing the Securitization. Other Certificateholders and Certificate Owners may contact
the requesting Certificateholder or Certificate Owner at [telephone number], [email address] and/or [mailing address].”


 


(b)           After
preparing the Form 10-D and Form ABS-EE, the Certificate Administrator shall forward electronically copies of the Form 10-D and
Form ABS-EE 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 copies, 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


 



     -404-


     


    

 


electronically)
of any changes to or approval of such Form 10-D and Form ABS-EE, and a duly authorized officer of the Depositor shall sign
the Form 10-D and Form ABS-EE and return an electronic or fax copy of such signed Form 10-D and Form ABS-EE (with an original
executed hard copy to follow by overnight mail) to the Certificate Administrator. Alternatively, if the Certificate
Administrator agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator manually signed
copies of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act, and
certified copies of a resolution of the Depositor’s board of directors authorizing such power of attorney, each to be
filed with each Form 10-D and each Form ABS-EE, as applicable, in which case the Certificate Administrator shall sign such
Forms 10-D and Forms ABS-EE, as applicable, as attorney in fact for the Depositor. As provided in Section 11.04(c),
the Certificate Administrator shall file such Form ABS-EE, upon receipt of the Depositor’s signature thereof, prior to
the filing of the related Form 10-D. If a Form 10-D or Form ABS-EE cannot be filed on time or if a previously filed Form 10-D
or Form ABS-EE 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 shall make available on its Internet
website a final executed copy of each Form 10-D or Form ABS-EE filed by the Certificate Administrator. The signing party at
the Depositor for any Form 10-D or Form ABS-EE 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, Attention: 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) and Section 11.04(c) related to the timely preparation and filing of Form 10-D and Form ABS-EE, as
applicable, is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Section
11.04(b) and Section 11.04(c). 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 or such Form ABS-EE, respectively, 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 or such Form ABS-EE, respectively, not resulting from its own
negligence, bad faith or willful misconduct.


 


(c)           Prior
to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate Administrator
shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange Act and the rules
and regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form ABS-EE required to
be filed with the Commission and incorporated by reference in either the preliminary Prospectus or the final Prospectus. The Certificate
Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule AL File received by the Certificate
Administrator pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent the Certificate Administrator receives
any Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section 3.12(d), the Certificate Administrator
shall file such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. The Certificate Administrator shall not be required
to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files. The Certificate


 



     -405-


     


    

 


Administrator
shall not be required to review, redact, reconcile, edit or verify the content, completeness or accuracy of the information contained
in any CREFC® Schedule AL File or Schedule AL Additional File. After preparing the Form ABS-EE, the Certificate Administrator
shall forward electronically a copy of such Form ABS-EE (together with the related CREFC® Schedule AL File and any Schedule
AL Additional File received by the Certificate Administrator in both XML format and tabular form) concurrently with the related
Form 10-D to the Depositor for review and approval. The Master Servicer shall reasonably cooperate with the Depositor to answer
any reasonable questions that the Depositor may pose to the Master Servicer regarding the data or information contained in any
CREFC® Schedule AL File or Schedule AL Additional File (other than questions regarding data that is in the Initial
Schedule AL File, Initial Schedule AL Additional File or Annex A-1 to the Prospectus) as of the time the Master Servicer delivered
such CREFC® Schedule AL File or Schedule AL Additional File, as applicable, to the Certificate Administrator. Any
such questions are to be directed to NoticeAdmin@midlandls.com (or such other email address or phone number provided to the Certificate
Administrator and Depositor by written notice from the Master Servicer). The Certificate Administrator, the Master Servicer and
the Depositor shall each, to the extent related to such party’s obligations hereunder, reasonably cooperate to remedy any
filing errors regarding any CREFC® Schedule AL File or any Schedule AL Additional File promptly.


 


Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.04 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.04.


 


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 2019, 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


 






     -406-


     


    

 


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 2019, (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 proactively solicit or procure from such parties any Additional Form 10-K Disclosure


 



     -407-


     


    

 


information.
The Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection
with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


 


Form
10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such
required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past
ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than March 15th with respect to
the filing of a report on Form 10-K, if the answer to the questions should be “no.” The Certificate Administrator
shall be entitled to rely on such representations in preparing, executing and/or filing any such report.


 


(b)           After
preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor
for review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days after
receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing
(which may be furnished electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of
securitization for the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with
an original executed hard copy to follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K
cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator shall follow
the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will make available on its Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator.
The signing party at the Depositor can be contacted at Credit Suisse Commercial Mortgage Securities Corp., 11 Madison Avenue,
New York, New York 10010 Attention: Chuck Lee, fax number: (212) 322-0965, email: chuck.lee@credit-suisse.com, with copies
to: Credit Suisse, Commercial Real Estate & CMBS, One Madison Ave, 9th Floor, New York, New York 10010, Attention: 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.


 





     -408-


     


    


 


(c)           Upon
written request from any Mortgage Loan Seller, Other Depositor, the Master Servicer or the Special Servicer, the Certificate Administrator
shall confirm to such Mortgage Loan Seller, Other Depositor, Master Servicer or Special Servicer whether it has received notice
that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller or Other Depositor,
the Master Servicer or the Special Servicer, if known to the Certificate Administrator, the identity of the new party.


 


(d)           Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.05 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.05.


 


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 or the trust
for any Other Securitization 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 for the Trust or any Other Securitization that includes a Serviced Companion
Loan (individually and collectively, the “Certifying Person”), on or before March 1 of each year commencing
in March 2019, 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, if 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


 






     -409-


     


    

 


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. If any Reporting Servicer is terminated or resigns
pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case
may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section 11.06 with
respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement,
as the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible Format, or in such other format
agreed upon by the Depositor, the Certificate Administrator, any affected Other Depositor and Other Certificate Administration
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 and the trust for
each Other Securitization 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 and shall provide notice thereof to Form10K.Compliance@cwt.com, 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.


 






     -410-


     


    

 


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 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


 






     -411-


     


    

 


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 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 and the trust for each Other
Securitization 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.


 


Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.07 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.07.


 


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, ABS-EE 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


 






     -412-


     


    

 


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 2019, 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 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


 






     -413-


     


    

 


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 if as it
has received written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other Depositor)
that a report on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other Securitization for the
preceding calendar year.


 


If
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.


 


Any
certificate, statement, report, notice and/or information furnished or required to be furnished pursuant to this Section
11.09 shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent such item
and/or information relates to a party that services, specially services or is trustee or custodian for a Serviced Companion
Loan) in the same time frame as set forth in this Section 11.09.


 


Section
11.10 Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1st of each
year, commencing in March 2019, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced
special servicing of the Mortgage Loans), the Trustee (provided, however, that the Trustee shall not be required
to deliver an assessment of compliance with respect to any period during which there was no relevant servicing criteria applicable
to it), the Custodian, the Operating Advisor, the Certificate Administrator and each Additional Servicer, each at its own expense,
shall furnish (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such Master Servicer, Special
Servicer, Trustee, Operating Advisor, Custodian or Certificate Administrator that is a Servicing Function Participant, use commercially
reasonable efforts to cause such Servicing Function Participant to furnish and (ii) with respect to each other Servicing Function
Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function
Participant to furnish) to the Trustee, the Certificate Administrator, the Depositor (which copy shall be deemed furnished by
the Certificate Administrator when made available on its Internet website) (and, with respect to the Special Servicer, also to
the Operating Advisor), and the 17g-5 Information Provider, a report substantially in the form of Exhibit II or such other
form provided by such Reporting Servicer that complies in all material respects with the requirements of Item 1122 of Regulation
AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting
Servicer of its responsibility for assessing compliance with the


 






     -414-


     


    

 


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 if as it has received written
confirmation from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report on Form
10-K is not required to be filed in respect of the Trust of the trust for any Other Securitization for the preceding calendar
year.


 


Notwithstanding
the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator
and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their
combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)           The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such
party and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 


(c)           No
later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special Servicer
shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer
engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer,
and the Trustee, the Operating Advisor and the Certificate


 






     -415-


     


    

 


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.


 


If
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,
Operating Advisor Consultation 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.


 


(e)           Any
certificate, statement, report, assessment, attestation, notice and/or information furnished or required to be furnished pursuant
to this Section 11.10 shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent
such item and/or information relates to a party that services, specially services or is trustee or custodian for a Serviced Companion
Loan) in the same time frame as set forth in this Section 11.10.


 


Section
11.11 Annual Independent Public Accountants’ Attestation Report. On or before March 1st of each year,
commencing in March 2019, 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


 






     -416-


     


    

 


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, if no Consultation Termination Event is continuing,
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. If 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 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


 






     -417-


     


    

 


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.


 


Any
notice, report, assessment of compliance, statement, certificate and/or information furnished or required to be furnished pursuant
to this Section 11.11 shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent
the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee
or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.11.


 


Section
11.12 [Reserved]. 


 


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.


 


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(c), or (d) delivery of any Deficient
Exchange Act Deliverable.


 


In
addition, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator,
the Asset Representations Reviewer and the Trustee shall cooperate (and require each Servicing Function Participant and Additional
Servicer retained by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor and each Other Depositor
as necessary for the Depositor or such Other Depositor, as


 






     -418-


     


    

 


applicable,
to conduct any reasonable due diligence necessary to evaluate and assess any material instances of non-compliance disclosed in
any of the deliverables required by the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley
Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).


 


In
connection with comments provided to the Depositor or any Other Depositor from the Commission 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 or any Other Depositor under the Reporting Requirements and
which comments are received subsequent to the Depositor’s or any Other Depositor’s filing of such report, the Depositor
or any Other Depositor shall promptly provide to such Affected Reporting Party any such comments which relate to such Affected
Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing a written response to the Commission
or its staff for inclusion in the Depositor’s or any Other Depositor’s response to the Commission or its staff, unless
such Affected Reporting Party elects, with the consent of the Depositor or any Other Depositor, as applicable (which consent shall
not be unreasonably denied, withheld or delayed), to directly communicate with the Commission 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 staff in a timely
manner; provided that (i) such Affected Reporting Party shall use reasonable efforts to keep the Depositor or any Other
Depositor informed of its progress with the Commission or its staff and copy the Depositor or any Other Depositor on all correspondence
with the Commission or its staff and provide the Depositor or any Other Depositor with the opportunity to participate (at the
Depositor’s or any Other Depositor’s expense) in any telephone conferences and meetings with the Commission or its
staff and (ii) the Depositor or any Other 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 or any Other 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 or any Other Depositor (including
reasonable legal fees and expenses of outside counsel to the Depositor or any Other Depositor, as the case may be) in connection
with the foregoing (other than those costs and expenses required to be at the Depositor’s 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 or any Other Depositor, as the case may be. Each
of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate


 






     -419-


     


    

 


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 11.13 shall survive the termination of this Agreement or the earlier resignation
or removal of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate
Administrator.


 


Section
11.14 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).


 






     -420-


     


    

 


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 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


 






     -421-


     


    

 


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 the 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 ten (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, Form ABS-EE and Form 10-K required to be filed by such Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or other applicable party for such Regulation AB Companion Loan Securitization
files a Form 15 Suspension Notification with respect to the related trust) and shall provide to such depositor, trustee, certificate
administrator or master servicer within the time period set forth in the Other Pooling and Servicing Agreement (so long as such
time period is no earlier than the time periods set forth herein) for such Regulation AB Companion Loan Securitization such information
relating to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator
and master servicer of the Regulation AB Companion Loan Securitization to comply with the reporting requirements of Regulation
AB and the Exchange Act; provided, however, that any parties to any Regulation AB Companion Loan Securitization
shall consult with the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer (and Master Servicer
shall consult with any sub-servicer appointed with respect to the related Serviced Whole Loan), and the Trustee, the Certificate
Administrator, such Master Servicer and the Special Servicer shall cooperate with such parties in respect of establishing the
time periods for preparation of the Form 10-D and Form ABS-EE 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


 






     -422-


     


    

 


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), 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


 






     -423-


     


    

 


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.


 


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 the 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


 






     -424-


     


    

 


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 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. Such financial information shall be collected
(if applicable), prepared and/or calculated by the party responsible for such collection, preparation and/or calculation set forth
in Section 3.12 and delivered as set forth in Section 3.12(b).


 






     -425-


     


    

 


(h)           [Reserved.]


 


Section
11.17 Impact of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special Servicer shall
be subject to a Servicer Termination Event pursuant to clause (x) of the definition thereof prior to the expiration of
the grace period applicable to such party’s obligations under Article XI as provided for in such clause (x)
nor shall any such party be deemed to not be in compliance under this Agreement, during any grace period under this Article
XI as provided for in such clause (x); provided that if any such party fails to comply with the delivery requirements
of this Article XI by the expiration of any applicable grace period such failure shall constitute a Servicer Termination
Event. Neither the Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event pursuant to clause
(x) of the definition thereof prior to the expiration of the grace period applicable to such party’s obligations under
this Article XI as provided for in such clause (x) nor shall any such party be deemed to not be in compliance under this
Agreement, for failing to deliver any item required under this Article XI by the time required hereunder with respect to
any reporting period for which the Trust (or any trust in a related Other Securitization) is not required to file Exchange Act
reports.


 


[End
of ARTICLE XI]


 


Article
XII



the asset representations reviewer


 


Section
12.01 Asset Review.


 


(a)           On
or prior to each Distribution Date, based on either the CREFC® Delinquent Mortgage Loan Status Report or the CREFC®
Loan Periodic Update File, the Certificate Administrator shall determine if an Asset Review Trigger has occurred. If an
Asset Review Trigger is determined to have occurred, the Certificate Administrator shall promptly provide written notice to 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 the 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.


 






     -426-


     


    

 


If
the Certificateholders evidencing not less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator,
within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting
a vote to commence an Asset Review (such written direction, the “Asset Review Vote Election”), then the Certificate
Administrator shall promptly provide written notice thereof to 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 Underwriters, the Mortgage Loan Sellers, the Directing Holder and the other 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. If 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 shall not be required to review any
Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day
period, (B) an additional Asset Review Trigger has occurred as a result or otherwise is in effect, (C) the Certificate Administrator
has timely received an Asset Review Vote Election after the occurrence of the events described in clauses (A) and (B)
in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election
described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset
Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding
sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering such
vote will be paid as an expense of the Trust from the Collection Account. The Certificate Administrator shall be entitled to administer
any vote in connection with the foregoing through an agent.


 


(b)           (i)
If an Affirmative Asset Review Vote has occurred, the Certificate Administrator shall promptly provide written notice thereof
to all parties to this Agreement, the Underwriters, Sponsors, the Directing Holder and all other Certificateholders. Upon receipt
of an Asset Review Notice, the Custodian (with respect to clauses (1) through (5) for non-Specially Serviced Loans),
the Master Servicer (with respect to clauses (6) and (7) for non-Specially Serviced Loans) and the Special Servicer
(with respect to clauses (6) and (7) for Specially Serviced Loans), in each case to the extent in such party’s
possession, shall promptly, but in no event later than ten (10) Business Days (except with respect to clause (7)) after
receipt of such notice from the Certificate Administrator, provide the following materials to the Asset Representations Reviewer
(collectively, with the Diligence Files, a copy of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement and
a copy of this Agreement posted to the Secure Data Room by the Certificate Administrator pursuant to Section 4.08 or to
the Certificate Administrator’s Website pursuant to Section 3.13(b), as applicable, the “Review Materials”):


 






     -427-


     


    

 


(1)           a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 


(2)           a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of
the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)           a
copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


 


(4)           a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(5)           a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review;


 


(6)           a copy of any notice previously delivered to the applicable
Mortgage Loan Seller by the Master Servicer or the Special Servicer, as applicable, of any alleged defect or breach with respect
to any Delinquent Loan; and


 


(7)           any
other related documents or agreements that are reasonably requested by the Asset Representations Reviewer to be delivered by the
Master Servicer or the Special Servicer, as applicable, in the time frames and as otherwise described below.


 


(ii)           If,
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 that 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; provided that any such notification and/or request
shall be in writing, specifically identifying the documents being requested and sent to the notice address for the related party
set forth in this Agreement. If any missing documents or agreements are not provided by the Master Servicer or the 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


 






     -428-


     


    

 


Seller.
The Mortgage Loan Seller will be required to deliver such additional documents and agreements only to the extent in the possession
of such Mortgage Loan Seller.


 


(iii)          The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person
that is not a party to this Agreement or the related Mortgage Loan Seller, and shall do so only if such information can be independently
verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the Asset Representations
Reviewer in its good faith and sole discretion to be relevant to the Asset Review (any such information, “Unsolicited
Information”) conducted pursuant to this Section 12.01 hereof.


 


(iv)          Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Review Materials with respect to a
Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall commence an 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”); provided, however, that the Asset Representations Reviewer
may, but is under no obligation to, modify any Test and/or associated Review Materials described in Exhibit QQ if, and
only to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard that it is necessary to
modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance with the Asset
Review Standard. 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)         If
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 (a) by the Master Servicer (with respect to non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) to the extent in the Master Servicer’s
or the Special Servicer’s possession within 10 Business Days or (b) by the related Mortgage Loan Seller upon request the
Asset Representations Reviewer shall list such missing information and documents in a preliminary report setting forth the preliminary
results of the application of


 






     -429-


     


    

 


the
Tests and the reasons why such missing information and documents are necessary to complete a Test and (if the Asset Representations
Reviewer has so concluded) that the absence of such information and documents will be deemed to be a failure of such Test. The
Asset Representations Reviewer shall provide such preliminary report to the Master Servicer (with respect to non-Specially Serviced
Loans) or the Special Servicer (with respect to Specially Serviced Loans) and the related Mortgage Loan Seller. If the preliminary
report indicates that any of the representations and warranties fails or is deemed to fail any Test, the related Mortgage Loan
Seller shall have ninety (90) days (the “Cure/Contest Period”) to remedy or otherwise refute the failure. Any
information and documents provided or explanations given to support the Mortgage Loan Seller’s claim that the representation
and warranty has not failed a Test or that any missing information or documents in the Review Materials are not required to complete
a Test shall be promptly delivered by the related Mortgage Loan Seller to the Asset Representations Reviewer. For the avoidance
of doubt, the Asset Representations Reviewer shall not be required to prepare a preliminary report if 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 (whichever is later), 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, if 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


 






     -430-


     


    

 


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
whether at that time, based on the Servicing Standard, there exists a Material Defect with respect to such Mortgage Loan. If the
Special Servicer determines that a Material Defect exists, the Special Servicer shall enforce the obligations of the related Mortgage
Loan Seller with respect to such Material Defect in accordance with Section 2.03(b).


 


(c)           The
Asset Representations Reviewer and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not disclose such Privileged Information to any Person (including Certificateholders), other than (1) to
the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to this Agreement
with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception.
Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice stating
that such information is Privileged Information shall not disclose such Privileged Information to any Person without the prior
written consent of the Special Servicer other than pursuant to a Privileged Information Exception.


 


(d)           The
Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that no agent
or subcontractor may (1) be affiliated with a Sponsor, Master Servicer, the 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, the 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


 






     -431-


     


    

 


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 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 (including any Non-Serviced Mortgage Loan but excluding any Companion Loan) and REO Mortgage Loan and shall be equal
to the product of a rate equal to 0.00042% per annum (the “Asset Representations Reviewer Fee Rate”)
and the Stated Principal Balance of the Mortgage Loans and any REO Loans and shall be calculated in the same manner as interest
is calculated on such Mortgage Loans and REO 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 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


 






     -432-


     


    

 


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,
from the year of the Closing Date and to 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 a written
invoice from the Asset Representations Reviewer. 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 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. 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. 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.


 






     -433-


     


    

 


Section
12.04 Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its
Affiliates shall make any investment in any Class of Certificates; provided, however, that such prohibition shall
not apply to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or
(ii) investments by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate
maintain policies and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer
under this Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and
its personnel from gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel
from gaining access to such Affiliate’s information regarding its investment activities.


 


Section
12.05 Termination of the Asset Representations Reviewer.


 


(a)           An
“Asset Representations Reviewer Termination Event” means any one of the following events whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body:


 


(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 any material respect any of its obligations hereunder in accordance
with the Asset Review Standard which failure shall continue unremedied for a period of 30 days after the date of written notice
of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)          any
failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of 30 days after the date of written notice of such failure, requiring the same to be remedied, is given to the Asset
Representations Reviewer by any party to this Agreement;


 


(iv)          a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall


 






     -434-


     


    

 


have
been entered against the Asset Representations Reviewer, and such decree or order shall have remained in force undischarged or
unstayed for a period of 60 days;


 


(v)           the
Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of
or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


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


 


Upon
receipt by the Certificate Administrator (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 Cumulative 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 the Certificateholders evidencing not less than 25% of the Voting Rights (without regard to the application
of any Cumulative 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 the Certificateholders evidencing more than 75% of a Certificateholder


 






     -435-


     


    

 


Quorum
(without regard to the application of any Cumulative 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. If the Certificateholders entitled to at least 75% of a
Certificateholder Quorum (without regard to the application of any Cumulative Appraisal Reduction Amounts) elect to remove the
Asset Representations Reviewer without cause and appoint a successor, the successor asset representations reviewer will be responsible
for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)           On
or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than 15 Business
Days after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the Trustee
delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor asset
representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment
of an Asset Representations Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Directing Certificateholder, the Directing Holder 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
Holder 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


 






     -436-


     


    

 


Certificateholders),
the Operating Advisor, the Sponsors, the Depositor and, if no Consultation Termination Event is continuing, the Directing Holder
and each Rating Agency. If the Asset Representations Reviewer is terminated, all of its rights and obligations under this Agreement
shall terminate, other than any rights or obligations that accrued prior to the date of such termination (including the right
to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events
occurring prior to such termination).


 


[End
of ARTICLE XII]


 


Article
XIII



MISCELLANEOUS PROVISIONS


 


Section
13.01 Amendment. (a) This Agreement may be amended from time to time by the parties hereto, without the consent of any
of the Certificateholders or the Companion Holders:


 


(i)             to
correct any defect or ambiguity in this Agreement;


 


(ii)            to
cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement
or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any
error;


 


(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 or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust;
provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the
party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder, or Companion Holder;


 


(v)            to
modify, eliminate or add to the provisions of Section 5.03(o) or any other provision hereof restricting transfer of the
Class R Certificates; provided the


 






     -437-


     


    

 


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 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
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);


 


(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 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 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 Holder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status
of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25);


 






     -438-


     


    

 


(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;


 


(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);


 


(xi)            to
modify, eliminate or add to any of its provisions if the Credit Risk Retention Rules or any other regulations applicable to the
risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal.


 


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 E-RR Certificates or 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 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


 






     -439-


     


    

 


(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 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, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


(c)           Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment hereto without having
first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder,
that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code. 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, each Other Depositor, the Master Servicer, the Special Servicer, the Underwriters
and the Rating Agencies.


 


(e)           It
shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 






     -440-


     


    

 


(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 Section 13.01(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 Section 13.01(c) shall be payable out of the Collection Account.


 


(h)           The
Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to any
class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25).


 


(i)            To
the extent the Operating Advisor, the Trustee, the Certificate Administrator, the Master Servicer, the 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. With respect to any Serviced Whole Loan, in connection with
any amendment of this Agreement, the party requesting such amendment shall provide written notice (which may be by e-mail) of
such proposed amendment to each Other Depositor (and counsel thereto) and the Other Certificate Administrator of each Other Securitization
no later than three (3) Business Days prior to the date of effectiveness of such amendment, and, on the date of effectiveness
of such amendment to this Agreement, the Certificate Administrator shall provide a copy of such amendment in an EDGAR-compatible
format to each Other Depositor (and counsel thereto) and the Other Certificate Administrator of each Other Securitization.


 






     -441-


     


    

 


Section
13.02 Recordation of Agreement; Counterparts. (a) To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by
the Special Servicer and with the consent of the Depositor (which may not be unreasonably withheld), but only upon direction accompanied
by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.


 


(b)           For
the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this
Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed
original counterpart of this Agreement.


 


(c)           The
Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of the
fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


 


Section
13.03 Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the
rights, obligations and liabilities of the parties hereto or any of them.


 


(b)           No
Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by
the parties to this Agreement pursuant to any provision hereof.


 


(c)           Other
than with respect to any rights to deliver a Certificateholder Repurchase Request and exercise the rights described under Section
2.03(l) in this Agreement, no Certificateholder shall have any right by virtue of any provision of this Agreement to institute
any suit, action or proceeding in equity or at law upon or under or with respect to this 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


 






     -442-


     


    

 


made
written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred
therein or thereby, and the Trustee, for sixty (60) days after its receipt of such notice, request and offer of such indemnity,
shall have neglected or refused to institute any such action, suit or proceeding. The Trustee shall be under no obligation to
exercise any of the trusts or powers vested in it hereunder or to institute, conduct or defend any litigation hereunder or in
relation hereto at the request, order or direction of any of the Holders of Certificates unless such Holders have offered to the
Trustee reasonable security against the costs, expenses and liabilities which may be incurred therein or hereby. It is understood
and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one
or more Holders of Certificates shall have any right in any manner whatsoever by virtue of any provision of this Agreement or
the Certificates to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or
seek to obtain priority over or preference to any other such Holder, which priority or preference is not otherwise provided for
herein, or to enforce any right under this Agreement or the Certificates, except in the manner herein or therein provided and
for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this
Section 13.03(c), each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either
at law or in equity.


 


Section
13.04 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR
DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION
AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO
INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH
OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL
COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR
PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE
AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON 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


 






     -443-


     


    

 


OTHERWISE,
RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section
13.05 Notices. (a) Any communications provided for or permitted hereunder shall be in writing and, unless otherwise
expressly provided herein, shall be deemed to have been duly given if personally delivered at or couriered, sent by facsimile
transmission (other than with respect to the Mortgage Loan Sellers) or mailed by registered mail, postage prepaid (except for
notices to the Mortgage Loan Sellers, the Master Servicer the Certificate Administrator and the Trustee which shall be deemed
to have been duly given only when received), to:


 


In
the case of the Depositor:



Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee

Fax number: (212) 322-0965

Email: chuck.lee@credit-suisse.com


 


with
a copy to:



Credit Suisse, Commercial Real Estate & CMBS

One Madison Ave, 9th Floor

New York, New York 10010

Attention: Sarah Nelson

Fax number: (212) 743-2823

Email: sarah.nelson@credit-suisse.com


 


In
the case of the Master Servicer:


 


Midland
Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street

Building 82, Suite 300

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Telecopy number: 1-888-706-3565


 


with
a copy to:



Stinson Leonard Street LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com


 






     -444-


     


    

 


In
the case of the Special Servicer:



LNR Partners, LLC





1601
Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Andrew J. Sossen, Esq. and Job Warshaw

Facsimile number: (305) 695-5601

With a copy by email to: asossen@starwood.com,


jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com


 


In
the case of the Directing Certificateholder:



Argentic Securities Income USA LLC

40 West 57th Street, 29th Floor

New York, New York 10019

Attention: Darren J. Gluck

Facsimile number: (646) 560-1703

Email: dgluck@argenticmgmt.com


 


In
the case of the Certificate Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – (CMBS)

CSAIL 2017-CX11


 


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 any transfer, surrender or exchange of the HRR Certificates:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody (CMBS) CSAIL 2018-CX11


 


with
a copy to:



riskretentioncustody@wellsfargo.com


 






     -445-


     


    

 


In
the case of any transfer, surrender or exchange of any Certificate other than the HRR Certificates:



Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC: N9300-070

Minneapolis, Minnesota 55479

Attention: CTS – Certificate Transfers (CMBS) CSAIL 2018-CX11


 


In
the case of the Custodian:



Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group – CSAIL 2017-CX11

Email: CMBScustody@wellsfargo.com


 


In
the case of the Trustee:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – CSAIL 2017-CX11

with a copy to: cts.cmbs.bond.admin@wellsfargo.com, and to 

trustadministrationgroup@wellsfargo.com


 


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.


 






     -446-


     


    

 


and



Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Real Estate Administration

Facsimile No.: (212) 891-5777


 


with
a copy by email to:

USCIBGlobalFinanceAssetManagementTeam@us.natixis.com 


with
a copy for all legal notices to:



Natixis North America LLC

1251 Avenue of the Americas

New York, New York 10020 


Attention:
Margaret Lam

Email: legal.notices@us.natixis.com


 


and



Benefit Street Partners CRE Finance LLC

142 West 57th Street, Suite 1201

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: Jeffrey Rotblat


 


and



Argentic Real Estate Finance LLC 


40
West 57th Street, 29th Floor 


New
York, New York 10019 


Attention:
Michael Schulte 


Facsimile
No.: (646) 560-1745


 


Barclays
Bank PLC 


745
Seventh Avenue 


New
York, New York 10019 


Attention:
Daniel Vinson, Managing Director 


Email:
Daniel.vinson@barclays.com


 






     -447-


     


    

 




with a copy to:


 


Barclays
Bank PLC 


745
Seventh Avenue 


New
York, New York 


Facsimile
No.: (212) 412-7519 


Attention:
Steven P. Glynn, Legal Department


 


Email:
steven.glynn@barclays.com


 


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 2017-CX11-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.


 


(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 the 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.


 






     -448-


     


    

 


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


 


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


 


Fitch
Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.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 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


 






     -449-


     


    

 


Statement
in all appropriate locations promptly following the initial issuance of the Certificates to reflect the assignments made by
the Mortgage Loan Sellers to the Depositor (and the Trustee) and by the Depositor to the Trustee (copies of which shall be
delivered by the Depositor to the Certificate Administrator shall, at the expense of the Depositor (to the extent
reasonable), no later than 10 days following the Closing Date), and the Certificate Administrator shall 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.


 


(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


 






     -450-


     


    

 


extent
applicable to any Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:


 


(i)            any
material change or amendment to this Agreement;


 


(ii)           the
occurrence of a Servicer Termination Event that has not been cured;


 


(iii)          any
Loss of Value Payments;


 


(iv)          the
resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or the Special
Servicer; and


 


(v)           the
repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 6 of the related Mortgage
Loan Purchase Agreement.


 


(b)           The
Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which it has
actual knowledge:


 


(i)            the
resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)           any
change in the location of the Collection Account;


 


(iii)          any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)          any
change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 


(v)           any
additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any Mortgage
Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5% of the then
aggregate outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)          any
material damage to any Mortgaged Property;


 


(vii)         any
modifications to an Intercreditor Agreement;


 


(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.


 






     -451-


     


    

 


(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 the 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 the 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 the 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 the 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.


 


Section
13.11 PNC Bank, National Association.


 


PNC
Bank, National Association, by execution hereof by its division, Midland Loan Services, a Division of PNC Bank, National Association,
acknowledges and agrees that this Agreement is binding upon and enforceable against PNC Bank, National Association to the full
extent of the obligations set forth herein with respect to Midland Loan Services, a Division of PNC Bank, National Association.


 


[End
of ARTICLE XIII]


 


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]


 






     -452-


     


    

 







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/ David
    Tlusty
	 	 	Name: David Tlusty
	 	 	Title:   Authorized Signatory



 


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

Master Servicer
	 	 	 
	 	By: 	/s/ David
    A. Eckels
	 	 	Name: David A. Eckels
	 	 	Title:   Senior Vice President


 


	 	LNR PARTNERS, LLC,

Special Servicer
	 	 	 
	 	By: 	/s/
    Jerry Hirschkorn
	 	 	Name: Jerry Hirschkorn
	 	 	Title:   Vice President


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator
	 	 	 
	 	By: 	/s/
    Stacey Gross
	 	 	Name: Stacey Gross
	 	 	Title:   Vice President


 


CSAIL
2018-CX11: POOLING AND SERVICING AGREEMENT


 



     


    


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

Trustee
	 	 	 
	 	By: 	/s/
    Stacey Gross
	 	 	Name: Stacey Gross
	 	 	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


 


CSAIL 2018-CX11: POOLING AND SERVICING AGREEMENT


 



     


    


    

 





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




 


On the 10th day of
April, 2018, before me, a notary public in and for said State, personally appeared David Tlusty known to me to be a
Authorized Signatory 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 Authorized
Signatory 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.


 


	KAREN
    FAMIGHETTI

    NOTARY PUBLIC-STATE OF NEW YORK

    No. 01FA6345469

    Qualified In New York County

    My Commission Expires 07-25-2020	/s/
    Karen Famighetti
	 	Notary Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 
	7/25/2020	 



 


CSAIL 2018-CX11: POOLING AND SERVICING AGREEMENT


 



     


    


    

 


	STATE OF KANSAS	)	 
	 	)	ss.:
	COUNTY OF JOHNSON	)	 


 


On
the 10th day of April, 2018, before me, a notary public in and for said State, personally appeared David A. Eckels known
to me to be a Senior Vice President of Midland Loan Services, a Division of PNC Bank, National Association, and also known to
me to be the person who executed it on behalf of such national banking association, and acknowledged to me that such entity
executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/
    Brent Kinder
	 	Notary Public
	 	 
	 	BRENT KINDER

    NOTARY PUBLIC - State of Kansas

    My Appt. Exp. January 30, 2022



 


CSAIL 2018-CX11: POOLING AND SERVICING AGREEMENT


 



     


    


    

 


	STATE OF New York	)	 
	 	)	ss.:
	COUNTY OF Nassav	)	 


 


On
the 9th day of April, 2018, before me, a notary public in and for said State, personally appeared Jerry Hirschkorn known to me
to be a Vice President of LNR PARTNERS, 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 person executed the within
instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	/s/
    DESMOND MCWEENEY
	 	Notary Public
	 	 
	[SEAL]	DESMOND
    MCWEENEY

    NOTARY PUBLIC-STATE OF NEW YORK

    No. 01MC6330849

    Qualified in Nassau County

    My Commission Expires September 28, 2019
	 
	My commission expires:
	9/28/2019




 


CSAIL 2018-CX11: POOLING AND SERVICING AGREEMENT


 



     


    


    

 


	STATE OF: Maryland	)	 
	 	)	ss:
	COUNTY OF: Howard	)	 


 


On this 11th day
of April, 2018, before me, the undersigned, a Notary Public in and for the State of Maryland, duly commissioned and sworn,
personally appeared Stacey Gross, to me known who, by me duly sworn, that s/he is the Vice President of Wells Fargo Bank,
N.A., the entity described in and that executed the foregoing instrument; and that s/he signed her/his name thereto under
authority of the board of directors of said entity and on behalf of such entity.


 


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


 


	 	/s/
    Andrew Crews
	 	Notary
Public in and for the 

State of Maryland
	 	 
	 	ANDREW CREWS

    NOTARY PUBLIC CECIL COUNTY, MD

MY COMMIssION EXPIRES OCTOBER 27, 2021



 


CSAIL 2018-CX11: POOLING AND SERVICING AGREEMENT


 



     


    


    

 


	STATE OF: Maryland	)	 
	 	)	ss:
	COUNTY OF: Howard	)	 


 


On this 11th day
of April, 2018, before me, the undersigned, a Notary Public in and for said State of Maryland, duly commissioned and sworn,
personally appeared Stacey Gross, to me known who, by me duly sworn, that s/he is the Vice President of Wells Fargo
Bank, N.A., the entity described in and that executed the foregoing instrument; and that s/he signed her/his name
thereto under authority of the board of directors of said entity and on behalf of such entity.


 


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


 


	 	/s/
    Andrew Crews
	 	Notary
Public in and for the

State of Maryland
	 	 
	 	ANDREW CREWS
 NOTARY PUBLIC CECIL COUNTY, MD
 MY COMMIssION EXPIRES OCTOBER 27, 2021


 


CSAIL 2018-CX11: POOLING AND SERVICING AGREEMENT


 



     


    


    

 





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


  


On this
9th day of April, 2018, 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/
    Niaja Williams Mowatt
	 	Notary
Public in and for the 

State of New York



 





	[SEAL]	 
	 	 
	My Commission expires:	 	3/31/20	 	 
	                     		 (Date)	 	 


 





	Niaja Williams Mowatt	 
	Notary Public - State of New York	 
	NO. 01WI6184241	 
	Qualified In Suffolk Country	 
	My Commission Expires 3/31/20	 


 


CSAIL 2018-CX11: POOLING AND SERVICING AGREEMENT


 






     


    


    




 





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


 


On this
9th day of April, 2018, 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/
    Niaja Williams Mowatt
	 	Notary
Public in and for the 

State of New York


 





	[SEAL]	 
	 	 
	My Commission expires:	 	3/31/20	 	 
	                     		 (Date)	 	 


 





	Niaja Williams Mowatt	 
	Notary Public - State of New York	 
	NO. 01WI6184241	 
	Qualified In Suffolk Country	 
	My Commission Expires 3/31/20	 


 


CSAIL 2018-CX11: POOLING AND SERVICING AGREEMENT


 






     


    


    

 




 




 


EXHIBIT
A-1


 


CSAIL
2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, 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 DIRECTING HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 








 


1
    Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 


 


2
    Global Certificate legend.


 




     A-1-1


     


    

 


CSAIL
2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, CLASS A-1


 


	Pass-Through
    Rate: [____]%	 	 
	 	 	 
	First
    Distribution Date: May 17, 2018	 	Cut-Off
    Date: With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage
    Loan that has its first Due Date after April 2018, the date that would have been its Due Date in April 2018 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: $30,370,000	 	 
	 	 	 


	CUSIP:
                                         12652U AQ2 
	 	Initial
    Certificate Balance of this Certificate: $[_______]
	 	 	 
	ISIN:
                                         US12652UAQ22 
	 	 
	 	 	 
	Common
    Code: [_____]	 	 
	 	 	 
	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 and multifamily 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-D, Class A-S, Class B,


 



     A-1-2


     


    

 


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


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1,
2018 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and LNR Partners, 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, 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 May 2018 (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 immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last 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


 



     A-1-3


     


    

 


(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 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 under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the
extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies
given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the


 



     A-1-4


     


    

 


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 Regular Interest Distribution
Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent
of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s interest
in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent
of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement
(to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; 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 the Companion Holders:


 


		(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-1-5


     


    

 





			certificates)
                                         with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
                                         to correct or supplement any of its provisions which may be inconsistent with any other
                                         provisions therein or to correct any error;


 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of
                                         the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
                                         each Rating Agency with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(o) 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 class of Serviced



 






     A-1-6


     


    

 





			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 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 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 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, as to the Directing Holder or, if the
                                         Directing Holder is the Directing Certificateholder, the Holder of the majority of the
                                         Controlling Class, the Directing Holder, determine that the commercial mortgage backed
                                         securities industry standard for such provisions has changed, in order to conform to
                                         such industry standard, (b) such modification does not adversely affect the status of
                                         any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
                                         the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
                                         Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
                                         of Serviced Companion Loan Securities, the applicable rating agencies have delivered
                                         a confirmation that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings (provided that such rating agency confirmation may
                                         be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
                                         satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and
                                         Servicing Agreement);



 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests



 






     A-1-7


     


    

 





			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;


 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement 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);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


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-1-8


     


    

 


		(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 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 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, 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement.


 






     A-1-9


     


    

 


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
X-D, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount 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-1-10


     


    

 


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:
April 18, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-1 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
April 18, 2018


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but
    solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 






     A-1-11


     


    

 





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-1-12


     


    

 





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-1-13


     


    

 





EXHIBIT
A-2


 


CSAIL
2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, 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 DIRECTING HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 










 



 





1
    Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 


 


2
    Global Certificate legend.


 







 




     A-2-1


     


    

 


CSAIL
2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, CLASS A-2


 


	Pass-Through
    Rate: [____]%	 	 
	 	 	 
	First
    Distribution Date: May 17, 2018	 	Cut-Off
    Date: With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage
    Loan that has its first Due Date after April 2018, the date that would have been its Due Date in April 2018 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: $50,930,000	 	 
	 	 	 


	CUSIP:
                                         12652U AR0
	 	Initial
    Certificate Balance of this Certificate: $[_____]
	 	 	 
	ISIN:
                                         US12652UAR05
	 	 
	 	 	 
	Common
    Code: [_____]	 	 
	 	 	 
	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 and multifamily 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-2-2


     


    

 


A-3,
Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR,
Class G-RR, Class NR-RR, Class R and Class Z Certificates (together with the Class A-2 Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1,
2018 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and LNR Partners, 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, 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 May 2018 (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 immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last 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-2-3


     


    

 


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 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 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-2-4


     


    

 


(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 Regular Interest Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest
in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including
any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest
therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred
to the Trustee); (xi) the Lower-Tier Regular Interests; 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 the Companion Holders:


 


		(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



 






     A-2-5


     


    

 





			the
                                         Prospectus (or in an offering document for any related non-offered certificates) with
                                         respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
                                         or supplement any of its provisions which may be inconsistent with any other provisions
                                         therein or to correct any error;


 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of
                                         the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
                                         each Rating Agency with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(o) 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



 






     A-2-6


     


    

 





			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 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 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 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, as to the Directing Holder or, if the
                                         Directing Holder is the Directing Certificateholder, the Holder of the majority of the
                                         Controlling Class, the Directing Holder, determine that the commercial mortgage backed
                                         securities industry standard for such provisions has changed, in order to conform to
                                         such industry standard, (b) such modification does not adversely affect the status of
                                         any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
                                         the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
                                         Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
                                         of Serviced Companion Loan Securities, the applicable rating agencies have delivered
                                         a confirmation that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings (provided that such rating agency confirmation may
                                         be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
                                         satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and
                                         Servicing Agreement);



 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such



 






     A-2-7


     


    

 





			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;


 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement 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);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans that are required to be distributed on a Certificate of any class without the consent
                                         of the Holder of the Certificate or which are required to be distributed to a Companion
                                         Holder without the consent of such Companion Holder; or



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Holder without the consent of the Holders of all Certificates of such Class then-outstanding
                                         or



 






     A-2-8


     


    

 





			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 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 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, 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the


 



     A-2-9


     


    

 


aggregate
Cut-off Date 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
X-D, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount 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-2-10


     


    

 


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:
April 18, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-2 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
April 18, 2018





	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory




 






     A-2-11


     


    

 





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-2-12


     


    

 





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-2-13


     


    

 


EXHIBIT
A-3


 


CSAIL
2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, 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 DIRECTING HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 










 









 


1
    Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 


 


2   
 Global Certificate legend.


  




     A-3-1


     


    

 


CSAIL
2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, CLASS A-3


 


	Pass-Through
    Rate: [______]%	 	 
	 	 	 
	First
    Distribution Date: May 17, 2018	 	Cut-Off
    Date: With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage
    Loan that has its first Due Date after April 2018, the date that would have been its Due Date in April 2018 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: $61,244,000	 	 
	 	 	 


	CUSIP:
                                         12652U AS8
	 	Initial
    Certificate Balance of this Certificate: $[__]
	 	 	 
	ISIN:
                                         US12652UAS87
	 	 
	 	 	 
	Common
    Code: [_____]	 	 
	 	 	 
	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 and multifamily properties and held in trust by the Trustee and serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any
provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall
be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class
A-2, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class A-S, Class B, Class C, Class D, Class E-RR, Class
F-RR, Class G-RR, Class NR-RR, Class R and Class Z


 



     A-3-2


     


    

 


Certificates
(together with the Class A-3 Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1,
2018 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and LNR Partners, 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, 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 May 2018 (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 immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last 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


 



     A-3-3


     


    

 


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 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 under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the
extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies
given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein),
amounts on deposit in the Collection Account (to the extent


 



     A-3-4


     


    

 


of
the Trust’s interest therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the
Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the
extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental
Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under
each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; 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 the Companion Holders:


 


		(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-3-5


     


    

 





			Servicing
                                         Agreement or to correct or supplement any of its provisions which may be inconsistent
                                         with any other provisions therein or to correct any error;


 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of
                                         the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
                                         each Rating Agency with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(o) 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 class of Serviced Companion
                                         Loan Securities, if any (provided that such rating agency



 






     A-3-6


     


    

 





			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 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 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, as to the Directing Holder or, if the
                                         Directing Holder is the Directing Certificateholder, the Holder of the majority of the
                                         Controlling Class, the Directing Holder, determine that the commercial mortgage backed
                                         securities industry standard for such provisions has changed, in order to conform to
                                         such industry standard, (b) such modification does not adversely affect the status of
                                         any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
                                         the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
                                         Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
                                         of Serviced Companion Loan Securities, the applicable rating agencies have delivered
                                         a confirmation that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings (provided that such rating agency confirmation may
                                         be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
                                         satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and
                                         Servicing Agreement);



 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders, as evidenced
                                         by (x) an Opinion of Counsel or



 






     A-3-7


     


    

 





			(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;


 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement 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);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


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-3-8


     


    

 


		(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 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 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, 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement.


 






     A-3-9


     


    

 


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
X-D, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount 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-3-10


     


    

 


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:
April 18, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-3 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
April 18, 2018


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory




 






     A-3-11


     


    

 





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-3-12


     


    

 


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-3-13


     


    

 


EXHIBIT
A-4


 


CSAIL
2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, 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 DIRECTING HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



 





		1	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


		2	Global
Certificate legend.





  






    A-4-1


     


    

 


CSAIL
2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, CLASS A-4


 


	Pass-Through
    Rate: [____]%	 
	 	 
	First
    Distribution Date: May 17, 2018	Cut-Off
    Date: With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage
    Loan that has its first Due Date after April 2018, the date that would have been its Due Date in April 2018 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: $158,100,000	 
	 	 


	CUSIP:
 12652U AT6 
	Initial
    Certificate Balance of this Certificate: $[__]
	 	 
	ISIN:    
US12652UAT60
	 
	 	 
	Common
    Code: [______]	 
	 	 
	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 and multifamily properties and held in trust by the Trustee and serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any
provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall
be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class
A-2, Class A-3, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class A-S, Class B, Class C, Class D, Class E-RR, Class
F-RR, Class G-RR, Class NR-RR, Class R and Class Z


 






    A-4-2


     


    

 


Certificates (together with the Class A-4 Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1,
2018 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and LNR Partners, 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, 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 May 2018 (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 immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last 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


 






    A-4-3


     


    

 


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 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 under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the
extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies
given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein),
amounts on deposit in the Collection Account (to the extent


 






    A-4-4


     


    

 


of the Trust’s interest therein), the Lower-Tier REMIC Distribution
Account, the Upper-Tier REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale
Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment
income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x)
the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee);
(xi) the Lower-Tier Regular Interests; 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 the Companion Holders:


 


		(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-4-5


     


    

 


	 	 	Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of
                                         the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
                                         each Rating Agency with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(o) 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 class of Serviced Companion
                                         Loan Securities, if any (provided that such rating agency 



 






    A-4-6


     


    

 


	 	 	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 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 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, as to the Directing Holder or, if the
                                         Directing Holder is the Directing Certificateholder, the Holder of the majority of the
                                         Controlling Class, the Directing Holder, determine that the commercial mortgage backed
                                         securities industry standard for such provisions has changed, in order to conform to
                                         such industry standard, (b) such modification does not adversely affect the status of
                                         any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
                                         the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
                                         Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
                                         of Serviced Companion Loan Securities, the applicable rating agencies have delivered
                                         a confirmation that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings (provided that such rating agency confirmation may
                                         be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
                                         satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and
                                         Servicing Agreement);



 


		(ix)	to
                                                                                                                                                                                                                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
                                                                                                                                                                                                                                         that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as
                                                                                                                                                                                                                                         evidenced by (x) an Opinion of Counsel or 



 






    A-4-7


     


    

 


	 	 	(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;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement 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);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


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-4-8


     


    

 


		(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 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 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, 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement.


 






    A-4-9


     


    

 


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
X-D, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount 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-4-10


     


    

 


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:
April 18, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-4 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
April 18, 2018 


	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory




 




    A-4-11


     


    

 


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-4-12


     


    

 


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-4-13


     


    

 


EXHIBIT
A-5


 


CSAIL
2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, 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 DIRECTING HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



 





		1	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 





		2	Global
Certificate legend.





 







     A-5-1


     


    

 


CSAIL
2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, CLASS A-5


 


	Pass-Through
    Rate: [_____]%	 
	 	 
	First
    Distribution Date: May 17, 2018	Cut-Off
    Date: With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage
    Loan that has its first Due Date after April 2018, the date that would have been its Due Date in April 2018 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: $329,412,000	 
	 	 


	CUSIP:
12652U AU3 
	Initial
    Certificate Balance of this Certificate: $[__]
	 	 
	ISIN:
US12652UAU34
	 
	 	 
	Common
    Code: [______]	 
	 	 
	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 and multifamily 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-D, Class A-S, Class B, Class C, Class D, Class E-RR, Class
F-RR, Class G-RR, Class NR-RR, Class R and Class Z


 






     A-5-2


     


    

 


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 April 1,
2018 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and LNR Partners, 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, 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 May 2018 (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 immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last 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


 






     A-5-3


     


    

 


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 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 under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the
extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies
given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein),
amounts on deposit in the Collection Account (to the extent


 






     A-5-4


     


    

 


of the Trust’s interest therein), the Lower-Tier REMIC Distribution
Account, the Upper-Tier REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale
Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment
income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x)
the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee);
(xi) the Lower-Tier Regular Interests; 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 the Companion Holders:


 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and 



 






     A-5-5


     


    

 


	 	 	Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of
                                         the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
                                         each Rating Agency with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(o) 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 class of Serviced Companion
                                         Loan Securities, if any (provided that such rating agency 



 






     A-5-6


     


    

 


	 	 	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 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 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, as to the Directing Holder or, if the
                                         Directing Holder is the Directing Certificateholder, the Holder of the majority of the
                                         Controlling Class, the Directing Holder, determine that the commercial mortgage backed
                                         securities industry standard for such provisions has changed, in order to conform to
                                         such industry standard, (b) such modification does not adversely affect the status of
                                         any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
                                         the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
                                         Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
                                         of Serviced Companion Loan Securities, the applicable rating agencies have delivered
                                         a confirmation that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings (provided that such rating agency confirmation may
                                         be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
                                         satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and
                                         Servicing Agreement);



 


		(ix)	to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or 



 






     A-5-7


     


    

 


	 	 	(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;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement 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);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


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-5-8


     


    

 


		(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 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 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, 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement.


 






     A-5-9


     


    

 


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
X-D, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount 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-5-10


     


    

 


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:
April 18, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-5 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
April 18, 2018


	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory







 




     A-5-11


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-5 Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class A-5 Certificate of the entire Percentage Interest represented
by the within Class A-5 Certificates to the above-named Assignee(s) and to deliver such Class A-5 Certificate to the following
address:


 


Date:
_________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number




 




     A-5-12


     


    

 


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-5-13


     


    

 


EXHIBIT
A-6


 


CSAIL
2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, 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.]


 


 






 


1
       Legend required as long as DTC is the Depository under the Pooling and Servicing
Agreement.


 




    A-6-1


     


    

 


1


 


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 DIRECTING HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 






 


1
       Global Certificate legend.


 




    A-6-1


     


    

 


CSAIL
2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, CLASS A-SB


 


	Pass-Through
    Rate:  [_____]%	 
	 	 
	First
    Distribution Date: May 17, 2018	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of
    any Mortgage Loan that has its first Due Date after April 2018, the date that would have been its Due Date in April 2018 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:  $36,952,000	 
	 	 


	CUSIP:  12652U
AV1
	Initial
    Certificate Balance of this Certificate: $[__]
	 	 
	ISIN:
US12652UAV17
	 
	 	 
	Common
    Code: [_______]	 
	 	 
	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 and multifamily
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-D, Class A-S, Class B,


 



    A-6-2


     


    

 


Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class NR-RR,
Class R and Class Z 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 April 1,
2018 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and LNR Partners, 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, 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 May 2018 (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 immediately preceding the month in which such Distribution Date occurs and is assumed to consist
of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last 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


 



    A-6-3


     


    

 


(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 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 under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the
extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies
given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the


 



    A-6-4


     


    

 


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 Regular Interest Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale
Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment
income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x)
the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee);
(xi) the Lower-Tier Regular Interests; 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 the Companion Holders:


 


		(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-6-5


     


    

 


certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


		(iii)	to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;



 


		(iv)	to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to
modify, eliminate or add to the provisions of Section 5.03(o) 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 class of Serviced 



 



    A-6-6


     


    

 


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 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 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 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, as to the Directing Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of
the Controlling Class, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests 



 



    A-6-7


     


    

 


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;


 


		(x)	to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement 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);
or



 


		(xi)	to
modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such
repeal.



 


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-6-8


     


    

 


		(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 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 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, 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement.


 



    A-6-9


     


    

 


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
X-D, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount 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-6-10


     


    

 


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:
April 18, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-SB Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
April 18, 2018


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory




 




    A-6-11


     


    

 


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-6-12


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions:                                                                                                                                          Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.


 


		By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number



 



    A-6-13


     


    

 


EXHIBIT
A-7


 


CSAIL 2018-CX11
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, 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 DIRECTING HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE
LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNTS OF THE CLASS A-1, CLASS
A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB AND CLASS A-S CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-A CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


 



 


1
    Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
    Global Certificate legend.


 



     A-7-1


     


    

 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



     A-7-2


     


    

 





CSAIL 2018-CX11
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, CLASS X-A


 


	Pass-Through Rate: Variable IO	 
	 	 
	First Distribution Date: May 17, 2018	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after April 2018, the date that would have been its Due Date in April 2018 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: $745,619,000	 



 

	
        CUSIP: 12652U AW9
	
        Initial Notional Amount of this
Certificate:

        $[__]

	 	 
	
        ISIN: US12652UAW99
	 
	 	 
	
        Common Code: [_______]
	 
	 	 
	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 and multifamily properties and held in trust by the Trustee and serviced by the Master Servicer. The
Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-SB, Class X-B, Class X-D, Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR,
Class NR-RR, Class R and Class Z


 



     A-7-3


     


    

 


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 April 1, 2018 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
and LNR Partners, 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,
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 May 2018 (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 immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last 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


 



     A-7-4


     


    

 


distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate 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 under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof
(to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent
of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given
as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets
deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent


 



     A-7-5


     


    

 


of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account,
the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale
Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment
income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the
rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi)
the Lower-Tier Regular Interests; 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 the Companion Holders:


 


		(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 or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(o) 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 class of Serviced Companion Loan Securities, if any (provided that such rating agency



 



     A-7-7


     


    

 


	 	 	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 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 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, as to the Directing Holder or, if the Directing Holder is the Directing Certificateholder,
the Holder of the majority of the Controlling Class, the Directing Holder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of
the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment
shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of
Counsel or



 



     A-7-8


     


    

 


	 	 	(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;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement 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); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


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-7-9


     


    

 


		(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 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 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, 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement.


 



     A-7-10


     


    

 


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 X-D, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount 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-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: April 18, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 18, 2018


 


	 	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 2018-CX11
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, 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 DIRECTING HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE
LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNTS OF THE CLASS B AND CLASS
C 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 2018-CX11
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, CLASS X-B


 


	Pass-Through Rate: Variable IO	 
	 	 
	First Distribution Date: May 17, 2018	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after April 2018, the date that would have been its Due Date in April 2018 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: $80,994,000	 



 

	
        CUSIP: 12652U AX7
	
        Initial Notional Amount of this
Certificate:

        $[__]

	 	 
	
        ISIN: US12652UAX72
	 
	 	 
	Common Code: [_______] 	 
	 	 
	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 and multifamily properties and held in trust by the Trustee and serviced by the Master Servicer. The
Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-SB, Class X-A, Class X-D, Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR,
Class NR-RR, Class R and Class Z


 



     A-8-3


     


    

 


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


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
and LNR Partners, 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,
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 May 2018 (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 immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last 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


 



     A-8-4


     


    

 


distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate 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 under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof
(to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent
of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given
as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets
deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent


 



     A-8-5


     


    

 


of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account,
the Interest Reserve Account, the Gain-on-Sale Reserve
Account (to the extent of the Trust’s interest in such Gain-on-Sale
Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment
income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the
rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi)
the Lower-Tier Regular Interests; 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 the Companion Holders:


 


		(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-8-6


     


    

 


	 	 	Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to
the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(o) 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 class of Serviced Companion Loan Securities, if any (provided that such rating agency



 



     A-8-7


     


    

 


	 	 	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 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 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, as to the Directing Holder or, if the Directing Holder is the Directing Certificateholder,
the Holder of the majority of the Controlling Class, the Directing Holder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of
the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment
shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of
Counsel or



 



     A-8-8


     


    

 


	 	 	(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;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement 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); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


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-8-9


     


    

 


		(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 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 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, 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement.


 



     A-8-10


     


    

 


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 X-D, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 



     A-8-11


     


    

 


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: April 18, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 18, 2018


 


	 	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 2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, CLASS X-D


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE DIRECTING HOLDER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS D CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-D 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-9-1


     


    

 


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-9-2


     


    

 


CSAIL 2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, CLASS X-D


 


	Pass-Through Rate: Variable IO	 
	 	 
	First Distribution Date: May 17, 2018	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after April 2018, the date that would have been its Due Date in April 2018 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Notional Amount of the Class X-D Certificates: $30,968,000	 
	 	 


	
        CUSIP: 12652U AA73

        12652U AB54

        U2289E AA25

         
	
        Initial Notional Amount of this
Certificate: $[__]

         

	ISIN: US12652UAA796

US12652UAB527

USU2289EAA208	 
	 	 
	Common Code: [____]	 
	 	 
	No.: X-D-1	 


 


This certifies that
[            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class X-D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial and multifamily properties and held in trust by the Trustee


 





 






 


3 For Rule 144A Certificates


 


4 For IAI Certificates


 


5 For Regulation S
Certificates


 


6 For Rule 144A Certificates


 


7 For IAI Certificates


 


8 For Regulation S
Certificates


 



     A-9-3


     


    

 


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


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
and LNR Partners, 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,
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 May 2018 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date,
an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-D Certificates for such
Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-D Certificates is the calendar
month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names
the Certificates are registered at the


 



     A-9-4


     


    

 


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 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 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


 



     A-9-5


     


    

 


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 Regular Interest Distribution Account, the Excess Interest Distribution Account,
the Interest Reserve Account, the Gain-on-Sale Reserve
Account (to the extent of the Trust’s interest in such Gain-on-Sale
Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment
income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the
rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi)
the Lower-Tier Regular Interests; 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 the Companion Holders:


 






     A-9-6


     


    

 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to
the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(o) 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



 






     A-9-7


     


    

 


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 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 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 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 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, as to the Directing Holder or, if the Directing Holder is the Directing Certificateholder,
the Holder of the majority of the Controlling Class, the Directing Holder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be



 






     A-9-8


     


    

 


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;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement 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); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


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



 






     A-9-9


     


    

 


		(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 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 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, 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and


 



     A-9-10


     


    

 


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 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-D, Class B and Class
C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in
unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount 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-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: April 18, 2018


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class X-D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 18, 2018





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


 


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


 


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number




 




     A-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 2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, 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 DIRECTING HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE
LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global
                                         Certificate legend.



 



     A-10-1


     


    

CSAIL 2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, CLASS A-S


 


	Pass-Through Rate: [_____]%	 
	 	 
	First Distribution Date: May 17, 2018	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after April 2018, the date that would have been its Due Date in April 2018 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: $78,611,000	 
	 	 


	
        CUSIP: 12652U AY5

         
	Initial Certificate Balance of this Certificate: $[__] 
	
        ISIN:   
US12652UAY55
	 
	 	 
	Common Code: [______]	 
	 	 
	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 and multifamily properties and held in trust by the Trustee and serviced by the Master Servicer. The
Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR,
Class NR-RR, Class R and


 



     A-10-2


     


    

 


Class Z Certificates (together with the Class A-S Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
and LNR Partners, 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,
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 May 2018 (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 immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last 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


 



     A-10-3


     


    

 


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 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 under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof
(to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent
of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given
as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets
deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent


 



     A-10-4


     


    

 


of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account,
the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale
Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment
income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the
rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi)
the Lower-Tier Regular Interests; 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 the Companion Holders:


 


		(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-10-5


     


    

 


Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;


 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to
the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(o) 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 class of Serviced Companion Loan Securities, if any (provided that such rating agency



 






     A-10-6


     


    

 


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 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 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, as to the Directing Holder or, if the Directing Holder is the Directing Certificateholder,
the Holder of the majority of the Controlling Class, the Directing Holder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of
the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment
shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of
Counsel or



 






     A-10-7


     


    

 


(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;


 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement 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); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


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-10-8


     


    

 


		(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 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 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, 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement.


 






     A-10-9


     


    

 


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 X-D, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount 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-10-10


     


    

 


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: April 18, 2018


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class A-S Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 18, 2018


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized Signatory




 




     A-10-11


     


    

 


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-10-12


     


    

 


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-10-13


     


    

 


EXHIBIT
A-11


 


CSAIL 2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, 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 DIRECTING HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 






 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
Global Certificate legend.


 






    	A-11-1 



     


    

 


CSAIL 2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, CLASS B


 


	Pass-Through
    Rate:  [______]%3	 
	 	 
	First
    Distribution Date: May 17, 2018	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of
    any Mortgage Loan that has its first Due Date after April 2018, the date that would have been its Due Date in April 2018 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:  $39,306,000	 
	 	 
	CUSIP:  12652U
        AZ2

        
	Initial
    Certificate Balance of this Certificate: $[__] 
	 	 
	ISIN:
             US12652UAZ21

        
	 
	 	 
	Common
    Code: [_____]	 
	 	 
	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 and multifamily properties
and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to
be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B,
Class X-D,


 


 






 


3
The initial approximate Pass-Through Rate of this certificate will be [____]%.


 






    	A-11-2 



     


    

 


Class
A-S, Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class NR-RR, Class R and Class Z 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 April 1,
2018 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and LNR Partners, 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, 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 May 2018 (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 immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last 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


 






    	A-11-3 



     


    

 


(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 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 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-11-4 



     


    

 


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 Regular Interest Distribution
Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent
of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s interest
in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent
of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement
(to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; 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 the Companion Holders:


 


		(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-11-5 



     


    

 


	 	 	certificates)
                                         with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
                                         to correct or supplement any of its provisions which may be inconsistent with any other
                                         provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of
                                         the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
                                         each Rating Agency with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(o) 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 class of Serviced



 






    	A-11-6 



     


    

 


	 	 	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 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 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 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, as to the Directing Holder or, if the
                                         Directing Holder is the Directing Certificateholder, the Holder of the majority of the
                                         Controlling Class, the Directing Holder, determine that the commercial mortgage backed
                                         securities industry standard for such provisions has changed, in order to conform to
                                         such industry standard, (b) such modification does not adversely affect the status of
                                         any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
                                         the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
                                         Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
                                         of Serviced Companion Loan Securities, the applicable rating agencies have delivered
                                         a confirmation that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings (provided that such rating agency confirmation may
                                         be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
                                         satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and
                                         Servicing Agreement);



 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests



 






    	A-11-7 



     


    

 


	 	 	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;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement 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);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


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-11-8 



     


    

 


		(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 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 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, 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement.


 






    	A-11-9 



     


    

 


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
X-D, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount 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-11-10 



     


    

 


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:
April 18, 2018


CERTIFICATE
OF AUTHENTICATION


This
is one of the Class B Certificates referred to in the Pooling and Servicing Agreement.


Dated:
April 18, 2018


	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    	A-11-11 



     


    





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-11-12 



     


    





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-11-13 



     


    

 


EXHIBIT A-12 


CSAIL 2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, 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 DIRECTING HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 






 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
Global Certificate legend.


 






    	A-12-1 



     


    

 


CSAIL 2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, CLASS C


 


	Pass-Through
    Rate:  [____]%	 
	 	 
	First
    Distribution Date: May 17, 2018	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of
    any Mortgage Loan that has its first Due Date after April 2018, the date that would have been its Due Date in April 2018 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:  $41,688,000	 
	 	 
	CUSIP: 12652U
        BA6

        
	Initial
    Certificate Balance of this Certificate: $[__] 
	 	 
	ISIN:
            US12652UBA60 
	 
	 	 
	Common
    Code: [______]	 
	 	 
	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 and multifamily properties
and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to
be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B,
Class X-D, Class A-S, Class B, Class D, Class E-RR, Class F-RR, Class G-RR, Class NR-RR, Class R and Class
Z Certificates (together with the Class C Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”).


 






    	A-12-2 



     


    

 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1,
2018 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and LNR Partners, 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, 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 May 2018 (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 immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last 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.


 






    	A-12-3 



     


    

 


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 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 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 Regular Interest Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale
Reserve Account) and any REO Account (to


 






    	A-12-4 



     


    

 


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 the Companion Holders:


 






    	A-12-5 



     


    

 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of
                                         the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
                                         each Rating Agency with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(o) 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



 






    	A-12-6 



     


    

 


	 	 	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 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 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 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 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, as to the Directing Holder or, if the
                                         Directing Holder is the Directing Certificateholder, the Holder of the majority of the
                                         Controlling Class, the Directing Holder, determine that the commercial mortgage backed
                                         securities industry standard for such provisions has changed, in order to conform to
                                         such industry standard, (b) such modification does not adversely affect the status of
                                         any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
                                         the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
                                         Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
                                         of Serviced Companion Loan Securities, the applicable rating agencies have delivered
                                         a confirmation that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings (provided that such rating agency confirmation may
                                         be considered satisfied in the same manner as any Rating Agency Confirmation may be



 






    	A-12-7 



     


    

 


	 	 	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;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement 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);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


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



 






    	A-12-8 



     


    

 


		(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 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 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, 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and


 






    	A-12-9 



     


    

 


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 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
X-D, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 






    	A-12-10 



     


    

 


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:
April 18, 2018


CERTIFICATE
OF AUTHENTICATION


This
is one of the Class C Certificates referred to in the Pooling and Servicing Agreement.


Dated:
April 18, 2018


	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory





 



    	A-12-11 



     


    








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-12-12 



     


    


 


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-12-13 



     


    




EXHIBIT
A-13


 


CSAIL 2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, 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
DIRECTING HOLDER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE
LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 






    	A-13-1 



     


    

 


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-13-2 



     


    

 


CSAIL 2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, CLASS D


 


	Pass-Through
    Rate:  [_____]%	 
	 	 
	First
    Distribution Date: May 17, 2018	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of
    any Mortgage Loan that has its first Due Date after April 2018, the date that would have been its Due Date in April 2018 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:  $30,968,000	 
	 	 
	CUSIP:   12652U
        AC31

        12652U AD12

        U2289E AB03

        
	Initial
    Certificate Balance of this Certificate: $[__]
	 	 
	ISIN:
            US12652UAC364

        US12652UAD195

        USU2289EAB036

        
	 
	 	 
	Common
    Code: [____]7  	 
	[____]8	 
	No.:  D-1	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class D Certificates. The


 


 






 


1
For Rule 144A Certificates


 


2
For IAI Certificates


 


3
For Regulation S Certificates


 


4
For Rule 144A Certificates


 


5
For IAI Certificates


 


6
For Regulation S Certificates


 


7
For Rule 144A Certificates


 


8
For IAI Certificates


 






    	A-13-3 



     


    

 


Trust
Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily
properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A,
Class X-B, Class X-D, Class A-S, Class B, Class C, Class E-RR, Class F-RR, Class G-RR, Class NR-RR, Class
R and Class Z 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 April 1,
2018 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and LNR Partners, 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, 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 May 2018 (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 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 immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 






    	A-13-4 



     


    

 


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 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 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


 






    	A-13-5 



     


    

 


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 Regular Interest
Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to
the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase
Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; 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-13-6 



     


    

 


Reviewer,
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or the Companion Holders:


 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of
                                         the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
                                         each Rating Agency with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(o) 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;



 






    	A-13-7 



     


    

 


	 	 	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 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 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 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 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, as to the Directing Holder or, if the
                                         Directing Holder is the Directing Certificateholder, the Holder of the majority of the
                                         Controlling Class, the Directing Holder, determine that the commercial mortgage backed
                                         securities industry standard for such provisions has changed, in order to conform to
                                         such industry standard, (b) such modification does not adversely affect the status of
                                         any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
                                         the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
                                         Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
                                         of Serviced Companion Loan Securities, the applicable rating agencies have delivered
                                         a confirmation that such action will not result in the



 






    	A-13-8 



     


    

 


	 	 	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;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement 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);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


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



 






    	A-13-9 



     


    

 


	 	 	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 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 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, 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option,


 






    	A-13-10 



     


    

 


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 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
X-D, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount 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-13-11 



     


    

 

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:
April 18, 2018


CERTIFICATE
OF AUTHENTICATION


This
is one of the Class D Certificates referred to in the Pooling and Servicing Agreement.


Dated:
April 18, 2018


	 	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 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-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 2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, CLASS E-RR


 


THIS
CERTIFICATE IS PART OF THE ELIGIBLE HORIZONTAL RESIDUAL INTEREST FOR THE RELATED SECURITIZATION AND IS SUBJECT TO CERTAIN RESTRICTIONS
ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO THE CREDIT RISK RETENTION RULES.


 


[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


 


[SOLELY
FOLLOWING THE TRANSFER RESTRICTION PERIOD: 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


 


[SOLELY
FOLLOWING THE TRANSFER RESTRICTION PERIOD: 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


 


 






 


1
Temporary Regulation S Global Certificate legend.


 


2
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
Global Certificate legend.


 






    	A-14-1 



     


    

 


THIS
CERTIFICATE 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 DIRECTING HOLDER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE 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-14-2 



     


    

 


CSAIL
2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, CLASS E-RR


 


	Pass-Through
    Rate:  [_____]%	 
	 	 
	First
    Distribution Date: May 17, 2018	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of
    any Mortgage Loan that has its first Due Date after April 2018, the date that would have been its Due Date in April 2018 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-RR Certificates:  $19,058,000	 
	 	 


	CUSIP:   12652U
        AE94

        12652U
        AF65

        U2289E
        AC86

         
	Initial
    Certificate Balance of this Certificate: $[__]
	ISIN:       US12652UAE917

        US12652UAF668

        USU2289EAC859
	 
	 	 
	Common
    Code: [____]10  	 
	[____]11	 
	No.:  [E-RR-1][E-RR-S-1]	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class E-RR Certificates.


 


 






 


4
For Rule 144A Certificates


 


5
For IAI Certificates


 


6
For Regulation S Certificates


 


7
For Rule 144A Certificates


 


8
For IAI Certificates


 


9
For Regulation S Certificates


 


10
For Rule 144A Certificates


 


11
For IAI Certificates


 






    	A-14-3 



     


    

 


The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and
multifamily properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the
Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class
X-A, Class X-B, Class X-D, Class A-S, Class B, Class C, Class D, Class F-RR, Class G-RR, Class NR-RR, Class
R and Class Z Certificates (together with the Class E-RR 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 April 1,
2018 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and LNR Partners, 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, 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 May 2018 (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-RR
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-RR
Certificates is the calendar month immediately preceding the month in which such Distribution Date occurs and is assumed to consist
of 30 days.


 






    	A-14-4 



     


    

 


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 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 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


 






    	A-14-5 



     


    

 


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 Regular Interest
Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to
the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase
Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; 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-14-6 



     


    

 


Reviewer,
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or the Companion Holders:


 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of
                                         the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
                                         each Rating Agency with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(o) 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;



 






    	A-14-7 



     


    

 


	 	 	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 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 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 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 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, as to the Directing Holder or, if the
                                         Directing Holder is the Directing Certificateholder, the Holder of the majority of the
                                         Controlling Class, the Directing Holder, determine that the commercial mortgage backed
                                         securities industry standard for such provisions has changed, in order to conform to
                                         such industry standard, (b) such modification does not adversely affect the status of
                                         any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
                                         the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
                                         Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
                                         of Serviced Companion Loan Securities, the applicable rating agencies have delivered
                                         a confirmation that such action will not result in the



 






    	A-14-8 



     


    

 


	 	 	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;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement 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);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


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



 






    	A-14-9 



     


    

 


	 	 	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 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 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, 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option,


 






    	A-14-10 



     


    

 


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 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
X-D, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount 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-14-11 



     


    

 

IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class E-RR Certificate to be duly executed.

	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated:
April 18, 2018


CERTIFICATE
OF AUTHENTICATION


This
is one of the Class E-RR Certificates referred to in the Pooling and Servicing Agreement.


Dated:
April 18, 2018


	 	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 E-RR 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-RR Certificate of the entire Percentage Interest represented
by the within Class E-RR Certificates to the above-named Assignee(s) and to deliver such Class E-RR 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 2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, CLASS F-RR


 


THIS
CERTIFICATE IS PART OF THE ELIGIBLE HORIZONTAL RESIDUAL INTEREST FOR THE RELATED SECURITIZATION AND IS SUBJECT TO CERTAIN RESTRICTIONS
ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO THE CREDIT RISK RETENTION RULES.


 


[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


 


[SOLELY
FOLLOWING THE TRANSFER RESTRICTION PERIOD: 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


 


[SOLELY
FOLLOWING THE TRANSFER RESTRICTION PERIOD: 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


 


 






 


1
Temporary Regulation S Global Certificate legend.


 


2
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
Global Certificate legend.


 






    	A-15-1 



     


    

 


THIS
CERTIFICATE 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 DIRECTING HOLDER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE 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


 






    	A-15-2 



     


    

 


CERTIFICATE,
UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH
RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY 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-15-3 



     


    

 


CSAIL 2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, CLASS F-RR


 


	Pass-Through
    Rate: [_____]%	 
	 	 
	First
    Distribution Date: May 17, 2018	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of
    any Mortgage Loan that has its first Due Date after April 2018, the date that would have been its Due Date in April 2018 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-RR Certificates:  $23,822,000	 
	 	 


	CUSIP:   12652U
        AG44

        12652U
        AH25

        U2289E
        AD66

        
	Initial
    Certificate Balance of this Certificate: $[__]
	 	 
	ISIN:
            US12652UAG407

        US12652UAH238

        USU2289EAD689

        
	 
	 	 
	Common
Code: [____]10

        [____]11
	 
	 	 
	No.:  [F-RR-1][F-RR-S-1]	 


 


 






 


4
For Rule 144A Certificates


 


5
For IAI Certificates


 


6
For Regulation S Certificates


 


7
For Rule 144A Certificates


 


8
For IAI Certificates


 


9
For Regulation S Certificates


 


10
For Rule 144A Certificates


 


11
For IAI Certificates


 






    	A-15-4 



     


    

 


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 F-RR Certificates. The Trust Fund,
described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily
properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class
X-A, Class X-B, Class X-D, Class A-S, Class B, Class C, Class D, Class E-RR, Class G-RR, Class NR-RR, Class
R and Class Z Certificates (together with the Class F-RR 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 April 1,
2018 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and LNR Partners, 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, 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 May 2018 (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-RR
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class F-RR


 






    	A-15-5 



     


    

 


Certificates
is the calendar month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last 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 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 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


 






    	A-15-6 



     


    

 


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 Regular Interest Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest
in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including
any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest
therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred
to the Trustee); (xi) the Lower-Tier Regular Interests; 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-15-7 



     


    

 


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 the Companion Holders:


 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of
                                         the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
                                         each Rating Agency with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder or Companion Holder;



 






    	A-15-8 



     


    

 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(o) 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 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 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 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 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, as to the



 






    	A-15-9 



     


    

 


	 	 	Directing
                                         Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of
                                         the majority of the Controlling Class, the Directing Holder, determine that the commercial
                                         mortgage backed securities industry standard for such provisions has changed, in order
                                         to conform to such industry standard, (b) such modification does not adversely affect
                                         the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
                                         trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
                                         and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard
                                         to any class of Serviced Companion Loan Securities, the applicable rating agencies have
                                         delivered a confirmation that such action will not result in the downgrade, withdrawal
                                         or qualification of its then-current ratings (provided that such rating agency
                                         confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
                                         may be considered satisfied with respect to the Certificates pursuant to Section 3.25
                                         of the Pooling and Servicing Agreement);



 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders, as evidenced
                                         by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
                                         of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided,
                                         further, that the Certificate Administrator shall give notice of any such amendment
                                         to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
                                         Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
                                         Administrator shall post such notice to the Certificate Administrator’s Website;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement 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);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


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.


 






    	A-15-10 



     


    

 


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 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 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, that all


 






    	A-15-11 



     


    

 


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 or cause the Grantor Trust to fail to qualify
as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date 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
X-D, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount 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-15-12 



     


    

 

IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class F-RR Certificate to be duly executed.

	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated:
April 18, 2018


CERTIFICATE
OF AUTHENTICATION


This
is one of the Class F-RR Certificates referred to in the Pooling and Servicing Agreement.


Dated:
April 18, 2018


	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory





 



    	A-15-13 



     


    








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-RR 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-RR Certificate of the entire Percentage Interest represented
by the within Class F-RR Certificates to the above-named Assignee(s) and to deliver such Class F-RR Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature
                                         by or on behalf of Assignor(s)


	 	 
	 	Taxpayer
                                         Identification Number






 



    	A-15-14 



     


    


 


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-15-15 



     


    




EXHIBIT
A-16


 


CSAIL 2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, CLASS G-RR


 


THIS
CERTIFICATE IS PART OF THE ELIGIBLE HORIZONTAL RESIDUAL INTEREST FOR THE RELATED SECURITIZATION AND IS SUBJECT TO CERTAIN RESTRICTIONS
ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO THE CREDIT RISK RETENTION RULES.


 


[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


 


[SOLELY
FOLLOWING THE TRANSFER RESTRICTION PERIOD: 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


 


[SOLELY
FOLLOWING THE TRANSGER RESTRICTION PERIOD: 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


 


 



 


1
Temporary Regulation S Global Certificate legend.


 


2
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
Global Certificate legend.


 






    	A-16-1 



     


    

 


THIS
CERTIFICATE 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 DIRECTING HOLDER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE 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


 






    	A-16-2 



     


    

 


CERTIFICATE,
UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH
RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY 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
2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, CLASS G-RR


 


	Pass-Through
    Rate: [_____]%	 
	 	 
	First
    Distribution Date: May 17, 2018	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of
    any Mortgage Loan that has its first Due Date after April 2018, the date that would have been its Due Date in April 2018 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 G-RR Certificates:  $9,528,000	 
	 	 


	CUSIP:   12652U
        AJ84

        12652U
        AK55

        U2289E
        AE46

        
	Initial
    Certificate Balance of this Certificate: $[__]
	 	 
	ISIN:
            US12652UAJ887

        US12652UAK518

        USU2289EAE429

        
	 
	 	 
	Common
        Code: [____]10

        [____]11
	 
	 	 
	No.:  [G-RR-1][G-RR-S-1]	 


 


 






 


4
For Rule 144A Certificates


 


5
For IAI Certificates


 


6
For Regulation S Certificates


 


7
For Rule 144A Certificates


 


8
For IAI Certificates


 


9
For Regulation S Certificates


 


10
For Rule 144A Certificates


 


11
For IAI 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 G-RR Certificates. The Trust Fund,
described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily
properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class
X-A, Class X-B, Class X-D, Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class NR-RR, Class
R and Class Z Certificates (together with the Class G-RR 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 April 1,
2018 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and LNR Partners, 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, 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 May 2018 (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 G-RR
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class G-RR


 






    	A-16-5 



     


    

 


Certificates
is the calendar month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last 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 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 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


 






    	A-16-6 



     


    

 


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 Regular Interest Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest
in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including
any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest
therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred
to the Trustee); (xi) the Lower-Tier Regular Interests; 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-16-7 



     


    

 


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 the Companion Holders:


 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of
                                         the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
                                         each Rating Agency with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder or Companion Holder;



 






    	A-16-8 



     


    

 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(o) 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 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 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 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 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, as to the



 






    	A-16-9 



     


    

 


	 	 	Directing
                                         Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of
                                         the majority of the Controlling Class, the Directing Holder, determine that the commercial
                                         mortgage backed securities industry standard for such provisions has changed, in order
                                         to conform to such industry standard, (b) such modification does not adversely affect
                                         the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
                                         trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
                                         and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard
                                         to any class of Serviced Companion Loan Securities, the applicable rating agencies have
                                         delivered a confirmation that such action will not result in the downgrade, withdrawal
                                         or qualification of its then-current ratings (provided that such rating agency
                                         confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
                                         may be considered satisfied with respect to the Certificates pursuant to Section 3.25
                                         of the Pooling and Servicing Agreement);



 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders, as evidenced
                                         by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
                                         of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided,
                                         further, that the Certificate Administrator shall give notice of any such amendment
                                         to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
                                         Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
                                         Administrator shall post such notice to the Certificate Administrator’s Website;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement 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);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


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.


 






    	A-16-10 



     


    

 


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 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 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, that all


 






    	A-16-11 



     


    

 


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 or cause the Grantor Trust to fail to qualify
as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date 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
X-D, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount 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 G-RR Certificate to be duly executed.

	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated:
April 18, 2018


CERTIFICATE
OF AUTHENTICATION


This
is one of the Class G-RR Certificates referred to in the Pooling and Servicing Agreement.


Dated:
April 18, 2018


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


I
(we) further direct the Certificate Registrar to issue a new Class G-RR Certificate of the entire Percentage Interest represented
by the within Class G-RR Certificates to the above-named Assignee(s) and to deliver such Class G-RR 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 2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, CLASS NR-RR


 


THIS
CERTIFICATE IS PART OF THE ELIGIBLE HORIZONTAL RESIDUAL INTEREST FOR THE RELATED SECURITIZATION AND IS SUBJECT TO CERTAIN RESTRICTIONS
ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO THE CREDIT RISK RETENTION RULES.


 


[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


 


[SOLELY
FOLLOWING THE TRANSFER RESTRICTION PERIOD: 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


 


[SOLELY
FOLLOWING THE TRANSFER RESTRICTION PERIOD: 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


 


 






 


1
Temporary Regulation S Global Certificate legend.


 


2
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
Global Certificate legend.


 






    A-16-1 


     


    

 


THIS
CERTIFICATE 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 DIRECTING HOLDER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE 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


 






    A-16-2 


     


    

 


CERTIFICATE,
UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH
RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY 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
2018-CX11 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, CLASS NR-RR


 


	Pass-Through
    Rate: [_____]%	 
	 	 
	First
    Distribution Date: May 17, 2018	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of
    any Mortgage Loan that has its first Due Date after April 2018, the date that would have been its Due Date in April 2018 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-RR Certificates:  $42,879,784	 
	 	 


	CUSIP:
          12652U AL34

        12652U
        AM15

        U2289E
        AF16

         
	Initial
    Certificate Balance of this Certificate: $[__]
	ISIN:  US12652UAL357

           US12652UAM188

           USU2289EAF179
	 
	 	 
	Common
    Code: [____]10 

    [____]11	 
	No.:  [NR-RR-1][NR-RR-S-1]	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class NR-RR Certificates.


 





 



 


4
For Rule 144A Certificates


 


5
For IAI Certificates


 


6
For Regulation S Certificates


 


7
For Rule 144A Certificates


 


8
For IAI Certificates


 


9
For Regulation S Certificates


 


10
For Rule 144A Certificates


 


11
For IAI Certificates


 






    A-16-4 


     


    

 


The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and
multifamily properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the
Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class
X-A, Class X-B, Class X-D, Class A-S, Class B, Class C, Class D-RR, Class E-RR, Class F-RR, Class G-RR,
Class R and Class Z Certificates (together with the Class NR-RR 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 April 1,
2018 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and LNR Partners, 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, 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 May 2018 (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-RR
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 NR-RR
Certificates is the calendar month immediately preceding the month in which such Distribution Date occurs and is assumed to consist
of 30 days.


 






    A-16-5 


     


    

 


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 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 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


 






    A-16-6 


     


    

 


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 Regular Interest
Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to
the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase
Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; 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 the Companion Holders:


 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of
                                         the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
                                         each Rating Agency with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(o) 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;



 






    A-16-8 


     


    

 


	 	 	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 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 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 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 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, as to the Directing Holder or, if the
                                         Directing Holder is the Directing Certificateholder, the Holder of the majority of the
                                         Controlling Class, the Directing Holder, determine that the commercial mortgage backed
                                         securities industry standard for such provisions has changed, in order to conform to
                                         such industry standard, (b) such modification does not adversely affect the status of
                                         any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
                                         the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
                                         Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
                                         of Serviced Companion Loan Securities, the applicable rating agencies have delivered
                                         a confirmation that such action will not result in the



 






    A-16-9 


     


    

 


	 	 	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;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement 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);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


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



 






    A-16-10 


     


    

 


	 	 	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 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 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, 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option,


 






    A-16-11 


     


    

 


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 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
X-D, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount 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 NR-RR Certificate to be duly executed.

	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated:
April 18, 2018


CERTIFICATE
OF AUTHENTICATION


This
is one of the Class NR-RR Certificates referred to in the Pooling and Servicing Agreement.


Dated:
April 18, 2018


	 	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 NR-RR 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-RR Certificate of the entire Percentage Interest represented
by the within Class NR-RR Certificates to the above-named Assignee(s) and to deliver such Class NR-RR 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-18


 


CSAIL 2018-CX11
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, 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 DIRECTING HOLDER, 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 SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED


 



     A-18-1


     


    

 


ORGANIZATIONS,
INSTITUTIONS THAT ARE NOT U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 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-18-2


     


    

 





CSAIL 2018-CX11
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, CLASS R


 


	Percentage Interest: N/A	 
	 	 
	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after April 2018, the date that would have been its Due Date in April 2018 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).	 



 

	
        CUSIP: 12652U AN91

        12652U AP42

        U2289E
AG93
	 
	 	 
	
        ISIN:   US12652UAN904

        US12652UAP495

        USU2289EAG996
	 
	 	 
	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 and multifamily 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


 


 



 


1
For Rule 144A Certificates


 


2
For IAI Certificates


 


3
For Regulation S Certificates


 


4
For Rule 144A Certificates


 


5
For IAI Certificates


 


6
For Regulation S Certificates


 




     A-18-3


     


    

 


between any provision of this Certificate and any provision
of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.
Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB,
Class X-A, Class X-B, Class X-D, Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class NR-RR, and Class
Z 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 April 1, 2018 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
and LNR Partners, 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 “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 Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the
“tax matters person” pursuant to Treasury Regulations Section 1.860F 4(d) and “partnership representative”
(within the meaning of Section 6223 of the Code, to the extent such provision is applicable to the Trust REMICs) for each Trust
REMIC, and the Certificate Administrator is hereby irrevocably designated and shall serve as attorney in fact and agent for any
such Person that is the “tax matters person” or “partnership representative”.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
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 May 2018 (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


 



     A-18-4


     


    

 


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 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 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


 



     A-18-5


     


    

 


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 Regular Interest Distribution Account, the Excess Interest Distribution Account,
the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale
Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment
income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the
rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi)
the Lower-Tier Regular Interests; 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 the Companion Holders:


 



     A-18-6


     


    

 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to
the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(o) 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



 



     A-18-7


     


    

 


	 	 	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 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 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 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 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, as to the Directing Holder or, if the Directing Holder is the Directing Certificateholder,
the Holder of the majority of the Controlling Class, the Directing Holder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be



 



     A-18-8


     


    

 


	 	 	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;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement 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); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


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



 



     A-18-9


     


    

 


		(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 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 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, 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and


 



     A-18-10


     


    

 


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 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 X-D, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount 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-18-11


     


    

 





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: April 18, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class R Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 18, 2018


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



     A-18-12


     


    

 





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-18-13


     


    

 





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-18-14


     


    

 





EXHIBIT
A-19


 


CSAIL 2018-CX11
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, CLASS Z


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE DIRECTING HOLDER, 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 (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 



     A-19-1


     


    

 





CSAIL 2018-CX11
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2018-CX11, CLASS Z


 


	Percentage Interest: [___]%	 
	 	 
	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after April 2018, the date that would have been its Due Date in April 2018 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).	 
	 	 	 


	
        CUSIP: 12652U BB41

        12652U BC22

        U2289E AH73
	 
	 	 
	
        ISIN:   US12652UBB444

        US12652UBC275

        USU2289EAH726

	 
	 	 
	No.: [Z-1][Z-S-1]	 


 


This certifies that
[___________] is the registered owner of an interest in a Trust Fund, including the distributions to be made with respect to the
Class Z Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial and multifamily 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


 


 



 


1
For Rule 144A Certificates


 


2
For IAI Certificates


 


3
For Regulation S Certificates


 


4
For Rule 144A Certificates


 


5
For IAI Certificates


 


6
For Regulation S Certificates


 



     A-19-2


     


    

 


Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR,
Class N-RR and Class R Certificates (together with the Class Z 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 April 1, 2018 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
and LNR Partners, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a beneficial ownership of Excess Interest and the Excess Interest Distribution Account. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
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 May 2018 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date,
an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount, if any, allocable to the Class Z Certificates for such Distribution Date, all as more
fully described in the Pooling and Servicing Agreement.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with 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-19-3


     


    

 


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 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 under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof
(to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent
of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given
as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets
deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier


 



     A-19-4


     


    

 


REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account,
the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale
Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment
income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the
rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi)
the Lower-Tier Regular Interests; 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 the Companion Holders:


 


		(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-19-5


     


    

 


	 	 	which
                                         may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to
the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(o) 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 class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be
considered satisfied in the same manner as any



 



     A-19-6


     


    

 


	 	 	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 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 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, as to the Directing Holder or, if the Directing Holder is the Directing Certificateholder,
the Holder of the majority of the Controlling Class, the Directing Holder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of
the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment
shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of
Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation



 



     A-19-7


     


    

 


	 	 	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;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement 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); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


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



 



     A-19-8


     


    

 


	 	 	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 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 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, 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement.


 



     A-19-9


     


    

 


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 X-D, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 



     A-19-10


     


    

 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class Z Certificate to be duly executed.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

    not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Dated: April 18, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class Z Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 18, 2018


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



     A-19-11


     


    

 





ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class Z Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


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


 


Date: _________________


 


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


 



     A-19-12


     


    

 





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________________________
___________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-19-13


     


    
 




EXHIBIT
B


 


MORTGAGE
LOAN SCHEDULE


 




     B-1


     


    

 




EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


	CSAIL 2018-CX11	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 
	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	City	State	Zip Code
	1	Column Financial, Inc.; Citi Real Estate Funding Inc.	ARC GEGRDMI001, LLC; ARC GSIFLMN001, LLC; ARC MKMDNNJ001, LLC; ARC SZPTNNJ001, LLC; ARC CSVBTMI001, LLC; ARG FEMRGWV001, LLC; ARC NNMFBTN001, LLC; ARC FEBHMNY001, LLC; ARC LPSBDIN001, LLC; ARC PNSCRPA001, LLC; ARC CJHSNTX002, LLC; ARC CJHSNTX001, LLC	Various	Various	Various	Various
	1.01	 	 	100 College Road West	Plainsboro	NJ	08540
	1.02	 	 	2 Giralda Farms	Madison	NJ	07940
	1.03	 	 	3290 Patterson Avenue Southeast 	Grand Rapids	MI	49512
	1.04	 	 	100 Orville Drive	Bohemia	NY	11716
	1.05	 	 	4500 Singer Road	Murfreesboro	TN	37129
	1.06	 	 	6331 Schooner Drive	Van Buren Township	MI	48111
	1.07	 	 	3990 Rogerdale Road	Houston	TX	77042
	1.08	 	 	1902 West Sample Street	South Bend	IN	46619
	1.09	 	 	163 Pitman Road	Morgantown	WV	26501
	1.10	 	 	10771 Westpark Drive	Houston	TX	77042
	1.11	 	 	312 Highway 11 East	International Falls	MN	56649
	1.12	 	 	201 Penn Avenue	Scranton	PA	18503
	2	Column Financial, Inc.	CP Clearwater, LLC	400 Mandalay Avenue	Clearwater Beach	FL	33767
	3	Natixis Real Estate Capital LLC	One State Street, LLC	1 State Street Plaza	New York	NY	10004
	4	Barclays Bank PLC; Citi Real Estate Funding Inc.	AP-Lancaster LLC; AP-25th Street LLC; AP-Palmdale II LLC; AP-Donald Douglas LLC; AP-Aliso Viejo LLC; AP-Anaheim LLC; AP-Atlantic LLC; AP-Cityview LLC; AP-Colton LLC; AP-Commerce LLC; AP-Diamond Bar LLC; AP-Fresno Airport LLC; AP-Fresno Industrial LLC; AP-Garden Grove LLC; AP-Ming LLC; AP-Moreno Valley LLC; AP-Mt. Vernon LLC; AP-Palmdale Place LLC; AP-Palmdale Place II LLC; AP-Sierra LLC; AP-Farrell Ramon LLC; AP-Transpark Office LLC; AP-Upland LLC; AP-Upland Freeway Center LLC; AP-Victorville - Jasmine LLC; AP-Victorville - Village LLC; AP-Victorville - Office LLC	Various	Various	CA	Various
	4.01	 	 	27782-27832 Aliso Creek Road	Aliso Viejo	CA	92656
	4.02	 	 	2910-2990 Inland Empire Boulevard	Ontario	CA	91764
	4.03	 	 	12276-12550 Hesperia Road	Victorville	CA	92395
	4.04	 	 	2211-2361 & 2301 East Palmdale Boulevard	Palmdale	CA	93550
	4.05	 	 	39959 & 40015 Sierra Highway	Palmdale	CA	93550
	4.06	 	 	720 East North Avenue & 2904-2998 South Angus Avenue	Fresno	CA	93725
	4.07	 	 	1348-1438 West 7th Street	Upland	CA	91786
	4.08	 	 	5800 South Eastern Avenue	Commerce	CA	90040
	4.09	 	 	23880-23962 Alessandro Boulevard	Moreno Valley	CA	92553
	4.10	 	 	4403 East Donald Douglas Drive	Long Beach	CA	90808
	4.11	 	 	1200-1230, 1260-1300 and 1320-1350 East Washington Street	Colton	CA	92324
	4.12	 	 	340, 400 & 490 Farrell Drive	Palm Springs	CA	92262
	4.13	 	 	1379 and 1383-1399 East Foothill Boulevard	Upland	CA	91786
	4.14	 	 	23525-23555 Palomino Drive	Diamond Bar	CA	91765
	4.15	 	 	5166-5190 Atlantic Avenue	Long Beach	CA	90805
	4.16	 	 	5500 Ming Avenue	Bakersfield	CA	93309
	4.17	 	 	44204-44276 10th Street West	Lancaster	CA	93534
	4.18	 	 	12361-12465 Lewis Street	Garden Grove	CA	92840
	4.19	 	 	9918 West Katella Avenue and 11021 Brookhurst Street	Garden Grove	CA	92840
	4.20	 	 	3005 East Palmdale Boulevard	Palmdale	CA	93550
	4.21	 	 	851 South Mount Vernon Avenue	Colton	CA	92324
	4.22	 	 	2419 & 2423 East Winston Road and 1321 & 1341 Sunkist Street	Anaheim	CA	92806
	4.23	 	 	2501-2505 East Palmdale Boulevard	Palmdale	CA	93550
	4.24	 	 	1901-1991 North Gateway Boulevard	Fresno	CA	93727
	5	Natixis Real Estate Capital LLC	MD Hutch Owner LLC	815 Hutchinson River Parkway	Bronx	NY	10465
	6	Natixis Real Estate Capital LLC	150 Main Street, L.L.C.	150 Main Street & 233 Midland Avenue	Tuckahoe	NY	10707
	7	Natixis Real Estate Capital LLC	SG Real Estate LLC	113-125 North Green Street	Chicago	IL	60607
	8	Natixis Real Estate Capital LLC	DW MLB Owner LLC; DW MLB H Owner LLC	Various	Melbourne	FL	32903
	8.01	 	 	3003 North Highway A1A	Melbourne	FL	32903
	8.02	 	 	1665 North Highway A1A	Melbourne	FL	32903
	9	Barclays Bank PLC; Morgan Stanley Bank, N.A.	MT2 B2 LLC	905 11th Avenue	Sunnyvale	CA	94089
	10	Barclays Bank PLC	Green Oak Owner 1 LLC	9475-9980 Village Place Boulevard	Brighton	MI	48116
	11	Column Financial, Inc.	11751 Meadowville Owner, LLC; 201 Technology Owner, LLC	Various	Various	VA	Various
	11.01	 	 	11751 Meadowville Lane	Chester	VA	23836
	11.02	 	 	201 Technology Park Drive	Lebanon	VA	24266
	12	Column Financial, Inc.; JPMorgan Chase Bank, National Association; Cantor Commercial Real Estate Lending, L.P.	Lehigh Valley Mall, LLC	250 Lehigh Valley Mall	Whitehall	PA	18052
	13	Natixis Real Estate Capital LLC	JTRE Nomad 8 W 28th LLC	6-8 West 28th Street	New York	NY	10001
	14	Argentic Real Estate Finance LLC	PCW1 Holdings, LLC; PCW6 Holdings, LLC; PCW8 Holdings, LLC	Various	Robinson	PA	15205
	14.01	 	 	1 Penn Center West	Robinson	PA	15205
	14.02	 	 	6 Penn Center West	Robinson	PA	15205
	14.03	 	 	8 Penn Center West	Robinson	PA	15205
	15	Natixis Real Estate Capital LLC; UBS AG	CF E 88 LLC; SM E 88 LLC; CF E 86 LLC; SM E 86 LLC; LSG E 86 LLC	Various	New York	NY	Various
	15.01	 	 	305 East 86th Street	New York	NY	10028
	15.02	 	 	160 East 88th Street	New York	NY	10128
	16	Argentic Real Estate Finance LLC	One Market Center Holdings LLC	300 West Lexington Street	Baltimore	MD	21201
	17	Argentic Real Estate Finance LLC	Garrison West Palm Retail LLC	8821 Southern Boulevard	West Palm Beach	FL	33411
	18	Natixis Real Estate Capital LLC	SJHQ Lobby Associates, L.L.C. 	375 Ghent Road	Fairlawn	OH	44333
	19	Natixis Real Estate Capital LLC	Hertz Center at 600 Vine, LLC	600 Vine Street	Cincinnati	OH	45202
	20	Natixis Real Estate Capital LLC	Jemal’s Popeyes L.L.C.	1313-1317 14th Street Northwest	Washington	DC	20005
	21	Barclays Bank PLC	Summit Ashray Nine, LLC	Various	Beavercreek	OH	45431
	21.01	 	 	2777 Fairfield Commons Boulevard	Beavercreek	OH	45431
	21.02	 	 	2779 Fairfield Commons Boulevard	Beavercreek	OH	45431




     EXH. B-1


     


    

 


EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	City	State	Zip Code
	22	Benefit Street Partners Realty Operating Partnership, L.P.	Channel, Oxn LLC	1341-1361 West Channel Islands Boulevard	Oxnard	CA	93033
	23	Column Financial, Inc.	T L O Broomfield Hotel LLC	13351 West Midway Boulevard	Broomfield	CO	80020
	24	Benefit Street Partners CRE Finance LLC	CH Shoppes LLC	314 South Towanda Avenue	Normal	IL	61761
	25	Argentic Real Estate Finance LLC	Penn Hills Shopping Center LLC; Four Macs Penn Hills, LLC	230 Rodi Road	Pittsburgh	PA	15235
	26	Argentic Real Estate Finance LLC	SKR Realty LLC; Banyan Hospitality LLC	279 Secaucus Road	Secaucus	NJ	07094
	27	Barclays Bank PLC	Timberline Place Apartments, LLC	4343 East Soliere Avenue	Flagstaff	AZ	86004
	28	Argentic Real Estate Finance LLC	Mountainblue Fadem Realty LLC	50-52 Fadem Road	Springfield	NJ	7081
	29	Argentic Real Estate Finance LLC	CS 321 East 2nd Investors, LLC; Gramercy 321 East 2nd, LLC	321 East 2nd Street	Los Angeles	CA	90012
	30	Natixis Real Estate Capital LLC	111 West Jackson Holdings LLC	111 West Jackson Boulevard	Chicago	IL	60604
	31	Argentic Real Estate Finance LLC	The Yard Holdings DE LLC; Atlas/Zimmerman Family DE LLC	440 East Saint Elmo Road	Austin	TX	78745
	32	Argentic Real Estate Finance LLC	SA SBS Myrtle Beach Property Owner, LLC	303 Fantasy Harbour Boulevard	Myrtle Beach	SC	29579
	33	Argentic Real Estate Finance LLC	GED Cashew Partners Delaware LLC	31100 Diamond Parkway	Glenwillow	OH	44139
	34	Natixis Real Estate Capital LLC	Embassy Investments XV, LLC	205 South Atlantic Avenue	Ormond Beach	FL	32176
	35	Benefit Street Partners CRE Finance LLC	Ashgrove Apartments Of Jefferson County, Ltd.; Hayfield Park Apartments Of Boone County, Ltd.; Beckford Place Apartments Of The Plains, Ltd.; Camellia Court Apartments Of Columbus, Ltd.; Camellia Court Apartments Of Columbus, II, Ltd.; Forsythia Court Apartments Of Columbus, Ltd.; Meadowood Apartments Of Warrick County, Ltd.; Ridgewood Apartments Of Bedford, Ltd.; Laurelwood Court Apartments Of Bedford, Ltd.; Slate Run Apartments Of Bedford, Ltd.; Foxhaven Apartments Of Stark County, L.L.C.; River Glen Apartments Of Reynoldsburg II LLC; Empirian Carleton Court LLC; CRSI SPV 96, LLC; CRSI SPV 59, LLC; Tabor Ridge Apartments LLC; Elmwoods Apartments Of Marietta, Ltd. (L.P.); A Georgia Limited Partnership; Wood Trail Apartments Of Newnan, Ltd. (L.P.); A Georgia Limited Partnership	Various	Various	Various	Various
	35.01	 	 	2976 Cascade Drive	Ann Arbor	MI	48104
	35.02	 	 	1184 Fox Creek Lane	Reynoldsburg	OH	43068
	35.03	 	 	80 Emerson Avenue	Berea	OH	44017
	35.04	 	 	3326 Michael Avenue	Bedford	IN	47421
	35.05	 	 	4171 Foxhaven Avenue Northwest	Canton	OH	44718
	35.06	 	 	5519-C Limaburg Road	Burlington	KY	41005
	35.07	 	 	1632 West Laurel Bay Drive	Ypsilanti	MI	48198
	35.08	 	 	247 Jackson Street	Newnan	GA	30263
	35.09	 	 	3835 Beth Anne Drive	Columbus	OH	43207
	35.10	 	 	7701 Hogans Run	Louisville	KY	40228
	35.11	 	 	450 Turney Road	Bedford	OH	44146
	35.12	 	 	1481 Bunch Line Drive	Westerville	OH	43081
	35.13	 	 	36 Poston Road	The Plains	OH	45780
	35.14	 	 	8611 Meadowood Drive	Newburgh	IN	47630
	35.15	 	 	1705 Roswell Road Northeast	Marietta	GA	30062
	36	Argentic Real Estate Finance LLC	8000-8008 Corporate Drive LLC	8000-8008 Corporate Center Drive	Charlotte	NC	28266
	37	BSPRT Finance, LLC 	Jonesboro Facility Owner LLC	1 Nice Pak Road 	Jonesboro	AR	72404
	38	Natixis Real Estate Capital LLC	Moonpoint Associates, L.P.	4515 Gardendale Street	San Antonio	TX	78240
	39	Natixis, New York Branch	Starberry LLC	Various	Various	Various	Various
	39.01	 	 	8801 4th Street North	St. Petersburg	FL	33702
	39.02	 	 	32330 North Harbor Drive	Fort Bragg	CA	95437
	39.03	 	 	12400 Highway 92	Woodstock	GA	30188
	39.04	 	 	1615 Sycamore View Road	Memphis	TN	38134
	39.05	 	 	6575 Central Avenue	St. Petersburg	FL	33710
	40	Natixis, New York Branch	Sir Taj, LLC	120 South Reeves Drive	Beverly Hills	CA	90212
	41	Natixis Real Estate Capital LLC	Sukhi Investments, Inc.	380 East Palace Parkway	Grand Prairie	TX	75050
	42	Barclays Bank PLC	Virtua 2400 West Marshall Property Owner, LLC	2400 West Marshall Drive	Grand Prairie	TX	75051
	43	Natixis Real Estate Capital LLC	West Lake Neptune LLC; West Lake Neptune II LLC	1800-1836 West Lake Avenue	Neptune	NJ	7753
	44	Natixis Real Estate Capital LLC	South Gate Apartments, LLC	Various	Sherman	TX	75092
	44.01	 	 	915 South Travis Street	Sherman	TX	75092
	44.02	 	 	221 Archer Drive	Sherman	TX	75092
	44.03	 	 	1920 West Shields Drive	Sherman	TX	75092
	45	Argentic Real Estate Finance LLC	Atlantic/Hembree LLC	1815 Hembree Road	Alpharetta	GA	30009
	46	Argentic Real Estate Finance LLC	Gomel Story Hill LLC	3602 North Country Club Road	Irving	TX	75062
	47	Argentic Real Estate Finance LLC	Touchstone Place DE, LLC; J & J Ventures DE, LLC	4115 Old Woodlawn Street	Hopewell	VA	23860
	48	Natixis Real Estate Capital LLC	J-JAS Hotel LLC	1816 North Pepper Lane	Liberty Lake	WA	99019
	49	Barclays Bank PLC	Chicago Klee Development Property Owner LLC; Six Corners Property Owner LLC	4015 North Milwaukee Avenue	Chicago	IL	60641
	50	Natixis, New York Branch	DEV Enterprise, Inc.; Shree Investments, LLC	3510 West Florida Avenue	Hemet	CA	92545
	51	Natixis Real Estate Capital LLC	East Coast Portfolio Management LLC	Various	Various	TX	Various
	51.01	 	 	2824 West Crawford Street	Denison	TX	75020
	51.02	 	 	220 Archer Drive	Sherman	TX	75092
	51.03	 	 	1905 West Pecan Street	Sherman	TX	75092
	52	Natixis Real Estate Capital LLC	Schiller Lodgers, L.L.C.	3801 Mannheim Road	Schiller Park	IL	60176
	53	BSPRT Finance, LLC 	Waramaug Athens LLC 	156 Classic Road	Athens	GA	30606
	54	Argentic Real Estate Finance LLC	Focus Bridge Fort Wayne, LLC	5251 Distribution Drive	Fort Wayne	IN	46825
	55	Natixis Real Estate Capital LLC	Circle Property Management, LLC	1527 South Austin Avenue	Denison	TX	75020
	56	Natixis Real Estate Capital LLC	SY Property 6112 LLC	6112 Frankford Avenue	Philadelphia	PA	19135




     EXH. B-2


     


    

EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


	CSAIL 2018-CX11	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 
	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	County	Property Name	Size 	Measure
	1	Column Financial, Inc.; Citi Real Estate Funding Inc.	ARC GEGRDMI001, LLC; ARC GSIFLMN001, LLC; ARC MKMDNNJ001, LLC; ARC SZPTNNJ001, LLC; ARC CSVBTMI001, LLC; ARG FEMRGWV001, LLC; ARC NNMFBTN001, LLC; ARC FEBHMNY001, LLC; ARC LPSBDIN001, LLC; ARC PNSCRPA001, LLC; ARC CJHSNTX002, LLC; ARC CJHSNTX001, LLC	Various	GNL Portfolio	2,620,673	Square Feet
	1.01	 	 	Middlesex	Sandoz, Inc.	154,101	Square Feet
	1.02	 	 	Middlesex	Intervet Inc.	146,366	Square Feet
	1.03	 	 	Kent	GE Aviation Systems, LLC	369,000	Square Feet
	1.04	 	 	Suffolk	FedEx Ground Package System, Inc. (NY)	158,520	Square Feet
	1.05	 	 	Rutherford	Nissan North America Inc.	462,155	Square Feet
	1.06	 	 	Wayne	Constellium Automotive USA, LLC	320,680	Square Feet
	1.07	 	 	Harris	C&J Energy Services, Inc. II	125,000	Square Feet
	1.08	 	 	Saint Joseph	Lippert Components Manufacturing, Inc.	539,137	Square Feet
	1.09	 	 	Monongalia	FedEx Ground Package System, Inc. (WV)	103,512	Square Feet
	1.10	 	 	Harris	C&J Energy Services, Inc. I	96,149	Square Feet
	1.11	 	 	Koochiching	U.S. General Services Administration	33,000	Square Feet
	1.12	 	 	Lackawanna	PNC Bank N.A.	113,053	Square Feet
	2	Column Financial, Inc.	CP Clearwater, LLC	Pinellas	Hilton Clearwater Beach Resort & Spa	416	Rooms
	3	Natixis Real Estate Capital LLC	One State Street, LLC	New York	One State Street	891,573	Square Feet
	4	Barclays Bank PLC; Citi Real Estate Funding Inc.	AP-Lancaster LLC; AP-25th Street LLC; AP-Palmdale II LLC; AP-Donald Douglas LLC; AP-Aliso Viejo LLC; AP-Anaheim LLC; AP-Atlantic LLC; AP-Cityview LLC; AP-Colton LLC; AP-Commerce LLC; AP-Diamond Bar LLC; AP-Fresno Airport LLC; AP-Fresno Industrial LLC; AP-Garden Grove LLC; AP-Ming LLC; AP-Moreno Valley LLC; AP-Mt. Vernon LLC; AP-Palmdale Place LLC; AP-Palmdale Place II LLC; AP-Sierra LLC; AP-Farrell Ramon LLC; AP-Transpark Office LLC; AP-Upland LLC; AP-Upland Freeway Center LLC; AP-Victorville - Jasmine LLC; AP-Victorville - Village LLC; AP-Victorville - Office LLC	Various	The SoCal Portfolio	2,194,425	Square Feet
	4.01	 	 	Orange	Aliso Viejo Commerce Center	65,107	Square Feet
	4.02	 	 	San Bernardino	Transpark Commerce	204,099	Square Feet
	4.03	 	 	San Bernardino	Wimbledon	123,948	Square Feet
	4.04	 	 	Los Angeles	Palmdale Place	129,294	Square Feet
	4.05	 	 	Los Angeles	Sierra Gateway	133,851	Square Feet
	4.06	 	 	Fresno	Fresno Industrial Center	265,898	Square Feet
	4.07	 	 	San Bernardino	Upland Freeway 	116,061	Square Feet
	4.08	 	 	Los Angeles	Commerce Corporate Center	68,513	Square Feet
	4.09	 	 	Riverside	Moreno Valley	111,060	Square Feet
	4.10	 	 	Los Angeles	Airport One Office Park	88,284	Square Feet
	4.11	 	 	San Bernardino	Colton Courtyard	122,082	Square Feet
	4.12	 	 	Riverside	The Abbey Center	67,335	Square Feet
	4.13	 	 	San Bernardino	Upland Commerce Center	47,677	Square Feet
	4.14	 	 	Los Angeles	Diamond Bar	20,528	Square Feet
	4.15	 	 	Los Angeles	Atlantic Plaza	32,728	Square Feet
	4.16	 	 	Kern	Ming Office Park	117,924	Square Feet
	4.17	 	 	Los Angeles	10th Street Commerce Center	96,589	Square Feet
	4.18	 	 	Orange	Cityview Plaza	148,271	Square Feet
	4.19	 	 	Orange	Garden Grove Town Center	12,610	Square Feet
	4.20	 	 	Los Angeles	30th Street Commerce Center	33,020	Square Feet
	4.21	 	 	San Bernardino	Mt. Vernon Commerce Center	29,600	Square Feet
	4.22	 	 	Orange	Anaheim Stadium Industrial	89,931	Square Feet
	4.23	 	 	Los Angeles	25th Street Commerce Center	17,488	Square Feet
	4.24	 	 	Fresno	Fresno Airport	52,527	Square Feet
	5	Natixis Real Estate Capital LLC	MD Hutch Owner LLC	Bronx	Throggs Neck Shopping Center	119,161	Square Feet
	6	Natixis Real Estate Capital LLC	150 Main Street, L.L.C.	Westchester	Quarry Place at Tuckahoe	108	Units
	7	Natixis Real Estate Capital LLC	SG Real Estate LLC	Cook	Soho House Chicago	115,000	Square Feet
	8	Natixis Real Estate Capital LLC	DW MLB Owner LLC; DW MLB H Owner LLC	Brevard	Melbourne Hotel Portfolio	407	Rooms
	8.01	 	 	Brevard	Hilton Melbourne Beach Oceanfront	200	Rooms
	8.02	 	 	Brevard	Doubletree Suites Melbourne Beach	207	Rooms
	9	Barclays Bank PLC; Morgan Stanley Bank, N.A.	MT2 B2 LLC	Santa Clara	Moffett Towers II - Building 2	362,563	Square Feet
	10	Barclays Bank PLC	Green Oak Owner 1 LLC	Livngston	Green Oak Village Place 	314,896	Square Feet
	11	Column Financial, Inc.	11751 Meadowville Owner, LLC; 201 Technology Owner, LLC	Various	Northrop Grumman Portfolio	295,842	Square Feet
	11.01	 	 	Chesterfield	Chester	193,000	Square Feet
	11.02	 	 	Russell	Lebanon	102,842	Square Feet
	12	Column Financial, Inc.; JPMorgan Chase Bank, National Association; Cantor Commercial Real Estate Lending, L.P.	Lehigh Valley Mall, LLC	Lehigh	Lehigh Valley Mall	545,233	Square Feet
	13	Natixis Real Estate Capital LLC	JTRE Nomad 8 W 28th LLC	New York	6-8 West 28th Street	26,600	Square Feet
	14	Argentic Real Estate Finance LLC	PCW1 Holdings, LLC; PCW6 Holdings, LLC; PCW8 Holdings, LLC	Allegheny	Penn Center West	213,894	Square Feet
	14.01	 	 	Allegheny	Penn Center West 1	94,509	Square Feet
	14.02	 	 	Allegheny	Penn Center West 6	58,781	Square Feet
	14.03	 	 	Allegheny	Penn Center West 8	60,604	Square Feet
	15	Natixis Real Estate Capital LLC; UBS AG	CF E 88 LLC; SM E 88 LLC; CF E 86 LLC; SM E 86 LLC; LSG E 86 LLC	New York	Yorkshire & Lexington Towers	827	Units
	15.01	 	 	New York	Yorkshire Tower	690	Units
	15.02	 	 	New York	Lexington Tower	137	Units
	16	Argentic Real Estate Finance LLC	One Market Center Holdings LLC	Baltimore City	One Market Center	195,900	Square Feet
	17	Argentic Real Estate Finance LLC	Garrison West Palm Retail LLC	Palm Beach	Shoppes at Southern Palms	200,888	Square Feet
	18	Natixis Real Estate Capital LLC	SJHQ Lobby Associates, L.L.C. 	Summit	Signet Jewelers Expansion	85,951	Square Feet
	19	Natixis Real Estate Capital LLC	Hertz Center at 600 Vine, LLC	Hamilton	600 Vine	578,893	Square Feet
	20	Natixis Real Estate Capital LLC	Jemal’s Popeyes L.L.C.	District of Columbia	1313-1317 14th Street	24,057	Square Feet
	21	Barclays Bank PLC	Summit Ashray Nine, LLC	Greene	Ohio Limited Service Hotel Portfolio	194	Rooms
	21.01	 	 	Greene	Courtyard by Marriott Dayton Beavercreek	94	Rooms
	21.02	 	 	Greene	Residence Inn by Marriott Dayton Beavercreek	100	Rooms




     EXH. B-3


     


    

EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


	Loan ID #	Originator/Loan Seller	Mortgagor Name	County	Property Name	Size 	Measure
	22	Benefit Street Partners Realty Operating Partnership, L.P.	Channel, Oxn LLC	Ventura	Port Place Shoppes	67,500	Square Feet
	23	Column Financial, Inc.	T L O Broomfield Hotel LLC	Broomfield	Hyatt House Broomfield Hotel	123	Rooms
	24	Benefit Street Partners CRE Finance LLC	CH Shoppes LLC	McLean	Shoppes at College Hills	144,555	Square Feet
	25	Argentic Real Estate Finance LLC	Penn Hills Shopping Center LLC; Four Macs Penn Hills, LLC	Allegheny	Penn Hills Shopping Center	273,282	Square Feet
	26	Argentic Real Estate Finance LLC	SKR Realty LLC; Banyan Hospitality LLC	Hudson	Candlewood Suites Secaucus Meadowlands	82	Rooms
	27	Barclays Bank PLC	Timberline Place Apartments, LLC	Coconino	Timberline Place II	102	Units
	28	Argentic Real Estate Finance LLC	Mountainblue Fadem Realty LLC	Union	50-52 Fadem Road	206,901	Square Feet
	29	Argentic Real Estate Finance LLC	CS 321 East 2nd Investors, LLC; Gramercy 321 East 2nd, LLC	Los Angeles	321 East 2nd Street	54,827	Square Feet
	30	Natixis Real Estate Capital LLC	111 West Jackson Holdings LLC	Cook	111 West Jackson	574,878	Square Feet
	31	Argentic Real Estate Finance LLC	The Yard Holdings DE LLC; Atlas/Zimmerman Family DE LLC	Travis	The Yard	141,908	Square Feet
	32	Argentic Real Estate Finance LLC	SA SBS Myrtle Beach Property Owner, LLC	Horry	Staybridge Suites Myrtle Beach	119	Rooms
	33	Argentic Real Estate Finance LLC	GED Cashew Partners Delaware LLC	Cuyahoga	GED Integrated Solutions	133,409	Square Feet
	34	Natixis Real Estate Capital LLC	Embassy Investments XV, LLC	Volusia	Best Western Castillo Del Sol	147	Rooms
	35	Benefit Street Partners CRE Finance LLC	Ashgrove Apartments Of Jefferson County, Ltd.; Hayfield Park Apartments Of Boone County, Ltd.; Beckford Place Apartments Of The Plains, Ltd.; Camellia Court Apartments Of Columbus, Ltd.; Camellia Court Apartments Of Columbus, II, Ltd.; Forsythia Court Apartments Of Columbus, Ltd.; Meadowood Apartments Of Warrick County, Ltd.; Ridgewood Apartments Of Bedford, Ltd.; Laurelwood Court Apartments Of Bedford, Ltd.; Slate Run Apartments Of Bedford, Ltd.; Foxhaven Apartments Of Stark County, L.L.C.; River Glen Apartments Of Reynoldsburg II LLC; Empirian Carleton Court LLC; CRSI SPV 96, LLC; CRSI SPV 59, LLC; Tabor Ridge Apartments LLC; Elmwoods Apartments Of Marietta, Ltd. (L.P.); A Georgia Limited Partnership; Wood Trail Apartments Of Newnan, Ltd. (L.P.); A Georgia Limited Partnership	Various	Garden Multifamily Portfolio	1,192	Units
	35.01	 	 	Washtenaw	Carleton	103	Units
	35.02	 	 	Franklin	River Glen	113	Units
	35.03	 	 	Cuyahoga	Tabor Ridge	97	Units
	35.04	 	 	Lawrence	Ridgewood	98	Units
	35.05	 	 	Stark	Foxhaven	107	Units
	35.06	 	 	Boone	Hayfield	86	Units
	35.07	 	 	Washtenaw	Laurel	68	Units
	35.08	 	 	Coweta	Wood Trail	61	Units
	35.09	 	 	Franklin	Camellia	104	Units
	35.10	 	 	Jefferson	Ashgrove	60	Units
	35.11	 	 	Cuyahoga	Slate Run	62	Units
	35.12	 	 	Franklin	Forsythia	60	Units
	35.13	 	 	Athens	Beckford	60	Units
	35.14	 	 	Warrick	Meadowood	65	Units
	35.15	 	 	Cobb	Elmwood	48	Units
	36	Argentic Real Estate Finance LLC	8000-8008 Corporate Drive LLC	Mecklenburg	Woodfield Corporate Center	95,785	Square Feet
	37	BSPRT Finance, LLC 	Jonesboro Facility Owner LLC	Craighead	Nice-Pak Warehouse	659,600	Square Feet
	38	Natixis Real Estate Capital LLC	Moonpoint Associates, L.P.	Bexar	Windbury Apartments	264	Units
	39	Natixis, New York Branch	Starberry LLC	Various	Starbucks Portfolio & 32330 N Harbor Drive	17,863	Square Feet
	39.01	 	 	Pinellas	Starbucks - 4th Street	3,393	Square Feet
	39.02	 	 	Mendocino	Dept of Fish & Wildlife	9,462	Square Feet
	39.03	 	 	Cherokee	Starbucks - Woodstock	1,750	Square Feet
	39.04	 	 	Shelby	Starbucks - Memphis	1,818	Square Feet
	39.05	 	 	Pinellas	Starbucks - Central Avenue	1,440	Square Feet
	40	Natixis, New York Branch	Sir Taj, LLC	Los Angeles	Sirtaj Hotel Beverly Hills	32	Rooms
	41	Natixis Real Estate Capital LLC	Sukhi Investments, Inc.	Dallas	La Quinta Dallas Grand Prairie	85	Rooms
	42	Barclays Bank PLC	Virtua 2400 West Marshall Property Owner, LLC	Tarrant	Lockheed Martin – Grand Prairie, Texas	111,471	Square Feet
	43	Natixis Real Estate Capital LLC	West Lake Neptune LLC; West Lake Neptune II LLC	Monmouth	1800-1836 West Lake Avenue	47,969	Square Feet
	44	Natixis Real Estate Capital LLC	South Gate Apartments, LLC	Grayson	SS1 Multifamily Portfolio	118	Units
	44.01	 	 	Grayson	South Gate	59	Units
	44.02	 	 	Grayson	West Wood	37	Units
	44.03	 	 	Grayson	Terrace Apartments	22	Units
	45	Argentic Real Estate Finance LLC	Atlantic/Hembree LLC	Fulton	Hembree Center	82,509	Square Feet
	46	Argentic Real Estate Finance LLC	Gomel Story Hill LLC	Dallas	Story Hill Apartments	125	Units
	47	Argentic Real Estate Finance LLC	Touchstone Place DE, LLC; J & J Ventures DE, LLC	Hopewell City	Stay Over Suites	108	Rooms
	48	Natixis Real Estate Capital LLC	J-JAS Hotel LLC	Spokane	Best Western Plus Liberty Lake	76	Rooms
	49	Barclays Bank PLC	Chicago Klee Development Property Owner LLC; Six Corners Property Owner LLC	Cook	Klee Plaza	40,511	Square Feet
	50	Natixis, New York Branch	DEV Enterprise, Inc.; Shree Investments, LLC	Riverside	Best Western Plus Diamond Valley Inn	66	Rooms
	51	Natixis Real Estate Capital LLC	East Coast Portfolio Management LLC	Grayson	SS2 Multifamily Portfolio	102	Units
	51.01	 	 	Grayson	East Coast	48	Units
	51.02	 	 	Grayson	Norwegian Woods	32	Units
	51.03	 	 	Grayson	Candlelight	22	Units
	52	Natixis Real Estate Capital LLC	Schiller Lodgers, L.L.C.	Cook	Quality Inn O’Hare	144	Rooms
	53	BSPRT Finance, LLC 	Waramaug Athens LLC 	Clarke	Candlewood Suites Athens	97	Rooms
	54	Argentic Real Estate Finance LLC	Focus Bridge Fort Wayne, LLC	Allen	Candlewood Suites Fort Wayne	83	Rooms
	55	Natixis Real Estate Capital LLC	Circle Property Management, LLC	Grayson	Circle Apartments	49	Units
	56	Natixis Real Estate Capital LLC	SY Property 6112 LLC	Philadelphia	Burger King Philadelphia	4,467	Square Feet




     EXH. B-4


     


    

EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


	CSAIL 2018-CX11	 	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	 Mortgage Rate in Effect at Origination (%) 	 Net Mortgage Rate in Effect at the Cut-off Date (%) 	 Original Principal Balance 	 Cut-off Principal Balance 	Original Term
	1	Column Financial, Inc.; Citi Real Estate Funding Inc.	ARC GEGRDMI001, LLC; ARC GSIFLMN001, LLC; ARC MKMDNNJ001, LLC; ARC SZPTNNJ001, LLC; ARC CSVBTMI001, LLC; ARG FEMRGWV001, LLC; ARC NNMFBTN001, LLC; ARC FEBHMNY001, LLC; ARC LPSBDIN001, LLC; ARC PNSCRPA001, LLC; ARC CJHSNTX002, LLC; ARC CJHSNTX001, LLC	4.3690000%	4.3535700%	$63,500,000	$63,500,000	120
	1.01	 	 	 	 	$11,844,278	$11,844,278	 
	1.02	 	 	 	 	$9,151,471	$9,151,471	 
	1.03	 	 	 	 	$8,166,711	$8,166,711	 
	1.04	 	 	 	 	$6,579,211	$6,579,211	 
	1.05	 	 	 	 	$5,782,914	$5,782,914	 
	1.06	 	 	 	 	$5,195,455	$5,195,455	 
	1.07	 	 	 	 	$4,261,631	$4,261,631	 
	1.08	 	 	 	 	$3,069,733	$3,069,733	 
	1.09	 	 	 	 	$2,713,182	$2,713,182	 
	1.10	 	 	 	 	$2,648,663	$2,648,663	 
	1.11	 	 	 	 	$2,409,265	$2,409,265	 
	1.12	 	 	 	 	$1,677,487	$1,677,487	 
	2	Column Financial, Inc.	CP Clearwater, LLC	5.1300000%	5.1145700%	$60,000,000	$59,938,173	120
	3	Natixis Real Estate Capital LLC	One State Street, LLC	4.0956100%	4.0814300%	$49,780,000	$49,780,000	120
	4	Barclays Bank PLC; Citi Real Estate Funding Inc.	AP-Lancaster LLC; AP-25th Street LLC; AP-Palmdale II LLC; AP-Donald Douglas LLC; AP-Aliso Viejo LLC; AP-Anaheim LLC; AP-Atlantic LLC; AP-Cityview LLC; AP-Colton LLC; AP-Commerce LLC; AP-Diamond Bar LLC; AP-Fresno Airport LLC; AP-Fresno Industrial LLC; AP-Garden Grove LLC; AP-Ming LLC; AP-Moreno Valley LLC; AP-Mt. Vernon LLC; AP-Palmdale Place LLC; AP-Palmdale Place II LLC; AP-Sierra LLC; AP-Farrell Ramon LLC; AP-Transpark Office LLC; AP-Upland LLC; AP-Upland Freeway Center LLC; AP-Victorville - Jasmine LLC; AP-Victorville - Village LLC; AP-Victorville - Office LLC	4.8900000%	4.8745700%	$46,720,000	$46,720,000	120
	4.01	 	 	 	 	$5,656,480	$5,656,480	 
	4.02	 	 	 	 	$5,122,948	$5,122,948	 
	4.03	 	 	 	 	$4,529,424	$4,529,424	 
	4.04	 	 	 	 	$3,310,946	$3,310,946	 
	4.05	 	 	 	 	$3,015,508	$3,015,508	 
	4.06	 	 	 	 	$2,852,508	$2,852,508	 
	4.07	 	 	 	 	$2,655,466	$2,655,466	 
	4.08	 	 	 	 	$2,648,757	$2,648,757	 
	4.09	 	 	 	 	$2,321,761	$2,321,761	 
	4.10	 	 	 	 	$2,321,685	$2,321,685	 
	4.11	 	 	 	 	$1,502,861	$1,502,861	 
	4.12	 	 	 	 	$1,475,993	$1,475,993	 
	4.13	 	 	 	 	$1,401,656	$1,401,656	 
	4.14	 	 	 	 	$1,354,941	$1,354,941	 
	4.15	 	 	 	 	$1,222,503	$1,222,503	 
	4.16	 	 	 	 	$1,131,343	$1,131,343	 
	4.17	 	 	 	 	$1,001,053	$1,001,053	 
	4.18	 	 	 	 	$916,877	$916,877	 
	4.19	 	 	 	 	$713,684	$713,684	 
	4.20	 	 	 	 	$382,215	$382,215	 
	4.21	 	 	 	 	$357,477	$357,477	 
	4.22	 	 	 	 	$356,563	$356,563	 
	4.23	 	 	 	 	$263,600	$263,600	 
	4.24	 	 	 	 	$203,751	$203,751	 
	5	Natixis Real Estate Capital LLC	MD Hutch Owner LLC	5.1740000%	5.1585700%	$45,000,000	$45,000,000	120
	6	Natixis Real Estate Capital LLC	150 Main Street, L.L.C.	4.3400000%	4.3245700%	$41,000,000	$41,000,000	120
	7	Natixis Real Estate Capital LLC	SG Real Estate LLC	5.5100000%	5.4945700%	$40,000,000	$40,000,000	84
	8	Natixis Real Estate Capital LLC	DW MLB Owner LLC; DW MLB H Owner LLC	5.0610000%	5.0455700%	$34,000,000	$34,000,000	120
	8.01	 	 	 	 	$18,214,286	$18,214,286	 
	8.02	 	 	 	 	$15,785,714	$15,785,714	 
	9	Barclays Bank PLC; Morgan Stanley Bank, N.A.	MT2 B2 LLC	3.6189000%	3.6034700%	$29,750,000	$29,750,000	120
	10	Barclays Bank PLC	Green Oak Owner 1 LLC	4.7100000%	4.6945700%	$29,700,000	$29,666,244	120
	11	Column Financial, Inc.	11751 Meadowville Owner, LLC; 201 Technology Owner, LLC	4.8750000%	4.8595700%	$28,000,000	$27,655,460	84
	11.01	 	 	 	 	$19,600,000	$19,358,822	 
	11.02	 	 	 	 	$8,400,000	$8,296,638	 
	12	Column Financial, Inc.; JPMorgan Chase Bank, National Association; Cantor Commercial Real Estate Lending, L.P.	Lehigh Valley Mall, LLC	4.0560000%	4.0405700%	$27,500,000	$27,305,651	120
	13	Natixis Real Estate Capital LLC	JTRE Nomad 8 W 28th LLC	4.4100000%	4.3945700%	$26,000,000	$26,000,000	120
	14	Argentic Real Estate Finance LLC	PCW1 Holdings, LLC; PCW6 Holdings, LLC; PCW8 Holdings, LLC	4.9100000%	4.8945700%	$22,000,000	$22,000,000	60
	14.01	 	 	 	 	$11,830,000	$11,830,000	 
	14.02	 	 	 	 	$6,400,000	$6,400,000	 
	14.03	 	 	 	 	$3,770,000	$3,770,000	 
	15	Natixis Real Estate Capital LLC; UBS AG	CF E 88 LLC; SM E 88 LLC; CF E 86 LLC; SM E 86 LLC; LSG E 86 LLC	2.7400000%	2.7245700%	$20,000,000	$20,000,000	60
	15.01	 	 	 	 	$16,740,000	$16,740,000	 
	15.02	 	 	 	 	$3,260,000	$3,260,000	 
	16	Argentic Real Estate Finance LLC	One Market Center Holdings LLC	4.8850000%	4.8695700%	$18,550,000	$18,529,750	120
	17	Argentic Real Estate Finance LLC	Garrison West Palm Retail LLC	5.1800000%	5.1645700%	$18,250,000	$18,250,000	120
	18	Natixis Real Estate Capital LLC	SJHQ Lobby Associates, L.L.C. 	4.6900000%	4.6745700%	$17,300,000	$17,300,000	120
	19	Natixis Real Estate Capital LLC	Hertz Center at 600 Vine, LLC	4.2015530%	4.1861230%	$16,800,000	$16,797,528	120
	20	Natixis Real Estate Capital LLC	Jemal’s Popeyes L.L.C.	4.2200000%	4.2045700%	$16,300,000	$16,300,000	120
	21	Barclays Bank PLC	Summit Ashray Nine, LLC	5.5650000%	5.5495700%	$16,022,500	$16,007,653	120
	21.01	 	 	 	 	$8,194,155	$8,186,562	 
	21.02	 	 	 	 	$7,828,345	$7,821,091	 




     EXH. B-5


     


    

EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


	Loan ID #	Originator/Loan Seller	Mortgagor Name	 Mortgage Rate in Effect at Origination (%) 	 Net Mortgage Rate in Effect at the Cut-off Date (%) 	 Original Principal Balance 	 Cut-off Principal Balance 	Original Term
	22	Benefit Street Partners Realty Operating Partnership, L.P.	Channel, Oxn LLC	5.2500000%	5.2345700%	$14,750,000	$14,750,000	120
	23	Column Financial, Inc.	T L O Broomfield Hotel LLC	5.4100000%	5.3645700%	$13,500,000	$13,500,000	120
	24	Benefit Street Partners CRE Finance LLC	CH Shoppes LLC	5.1900000%	5.1345700%	$13,375,000	$13,375,000	120
	25	Argentic Real Estate Finance LLC	Penn Hills Shopping Center LLC; Four Macs Penn Hills, LLC	4.6500000%	4.6345700%	$12,600,000	$12,566,004	120
	26	Argentic Real Estate Finance LLC	SKR Realty LLC; Banyan Hospitality LLC	5.2100000%	5.1945700%	$12,500,000	$12,500,000	120
	27	Barclays Bank PLC	Timberline Place Apartments, LLC	4.8850000%	4.8695700%	$12,500,000	$12,500,000	120
	28	Argentic Real Estate Finance LLC	Mountainblue Fadem Realty LLC	5.2000000%	5.1845700%	$11,625,000	$11,625,000	120
	29	Argentic Real Estate Finance LLC	CS 321 East 2nd Investors, LLC; Gramercy 321 East 2nd, LLC	5.1100000%	5.0945700%	$11,250,000	$11,250,000	120
	30	Natixis Real Estate Capital LLC	111 West Jackson Holdings LLC	4.7040000%	4.6885700%	$11,000,000	$11,000,000	120
	31	Argentic Real Estate Finance LLC	The Yard Holdings DE LLC; Atlas/Zimmerman Family DE LLC	4.1700000%	4.1545700%	$11,000,000	$11,000,000	120
	32	Argentic Real Estate Finance LLC	SA SBS Myrtle Beach Property Owner, LLC	5.5150000%	5.4995700%	$11,000,000	$10,948,481	120
	33	Argentic Real Estate Finance LLC	GED Cashew Partners Delaware LLC	4.9500000%	4.9345700%	$10,400,000	$10,386,587	120
	34	Natixis Real Estate Capital LLC	Embassy Investments XV, LLC	5.6840000%	5.6685700%	$10,150,000	$10,140,872	120
	35	Benefit Street Partners CRE Finance LLC	Ashgrove Apartments Of Jefferson County, Ltd.; Hayfield Park Apartments Of Boone County, Ltd.; Beckford Place Apartments Of The Plains, Ltd.; Camellia Court Apartments Of Columbus, Ltd.; Camellia Court Apartments Of Columbus, II, Ltd.; Forsythia Court Apartments Of Columbus, Ltd.; Meadowood Apartments Of Warrick County, Ltd.; Ridgewood Apartments Of Bedford, Ltd.; Laurelwood Court Apartments Of Bedford, Ltd.; Slate Run Apartments Of Bedford, Ltd.; Foxhaven Apartments Of Stark County, L.L.C.; River Glen Apartments Of Reynoldsburg II LLC; Empirian Carleton Court LLC; CRSI SPV 96, LLC; CRSI SPV 59, LLC; Tabor Ridge Apartments LLC; Elmwoods Apartments Of Marietta, Ltd. (L.P.); A Georgia Limited Partnership; Wood Trail Apartments Of Newnan, Ltd. (L.P.); A Georgia Limited Partnership	5.0100000%	4.9945700%	$10,000,000	$9,883,469	120
	35.01	 	 	 	 	$1,078,261	$1,065,696	 
	35.02	 	 	 	 	$1,041,739	$1,029,600	 
	35.03	 	 	 	 	$834,783	$825,055	 
	35.04	 	 	 	 	$817,391	$807,866	 
	35.05	 	 	 	 	$690,435	$682,389	 
	35.06	 	 	 	 	$688,696	$680,670	 
	35.07	 	 	 	 	$608,696	$601,602	 
	35.08	 	 	 	 	$600,000	$593,008	 
	35.09	 	 	 	 	$569,565	$562,928	 
	35.10	 	 	 	 	$530,435	$524,254	 
	35.11	 	 	 	 	$524,348	$518,238	 
	35.12	 	 	 	 	$521,739	$515,659	 
	35.13	 	 	 	 	$513,043	$507,065	 
	35.14	 	 	 	 	$511,304	$505,346	 
	35.15	 	 	 	 	$469,565	$464,093	 
	36	Argentic Real Estate Finance LLC	8000-8008 Corporate Drive LLC	5.5100000%	5.4945700%	$9,750,000	$9,750,000	120
	37	BSPRT Finance, LLC 	Jonesboro Facility Owner LLC	5.1100000%	5.0945700%	$9,600,000	$9,600,000	120
	38	Natixis Real Estate Capital LLC	Moonpoint Associates, L.P.	4.9000000%	4.8845700%	$9,000,000	$9,000,000	120
	39	Natixis, New York Branch	Starberry LLC	5.3600000%	5.3445700%	$7,930,000	$7,930,000	120
	39.01	 	 	 	 	$2,151,692	$2,151,692	 
	39.02	 	 	 	 	$1,800,000	$1,800,000	 
	39.03	 	 	 	 	$1,795,657	$1,795,657	 
	39.04	 	 	 	 	$1,114,545	$1,114,545	 
	39.05	 	 	 	 	$1,068,106	$1,068,106	 
	40	Natixis, New York Branch	Sir Taj, LLC	5.1700000%	5.1545700%	$7,575,000	$7,567,269	120
	41	Natixis Real Estate Capital LLC	Sukhi Investments, Inc.	6.2000000%	6.1845700%	$6,600,000	$6,594,814	120
	42	Barclays Bank PLC	Virtua 2400 West Marshall Property Owner, LLC	5.2020000%	5.1865700%	$6,500,000	$6,500,000	60
	43	Natixis Real Estate Capital LLC	West Lake Neptune LLC; West Lake Neptune II LLC	4.7930000%	4.7775700%	$6,000,000	$6,000,000	120
	44	Natixis Real Estate Capital LLC	South Gate Apartments, LLC	5.7700000%	5.7545700%	$5,762,598	$5,762,598	120
	44.01	 	 	 	 	$2,779,038	$2,779,038	 
	44.02	 	 	 	 	$1,974,667	$1,974,667	 
	44.03	 	 	 	 	$1,008,893	$1,008,893	 
	45	Argentic Real Estate Finance LLC	Atlantic/Hembree LLC	4.8100000%	4.7945700%	$5,750,000	$5,750,000	120
	46	Argentic Real Estate Finance LLC	Gomel Story Hill LLC	5.3400000%	5.3245700%	$5,500,000	$5,500,000	120
	47	Argentic Real Estate Finance LLC	Touchstone Place DE, LLC; J & J Ventures DE, LLC	5.9600000%	5.9445700%	$5,260,000	$5,243,807	120
	48	Natixis Real Estate Capital LLC	J-JAS Hotel LLC	5.7400000%	5.7245700%	$5,200,000	$5,169,381	120
	49	Barclays Bank PLC	Chicago Klee Development Property Owner LLC; Six Corners Property Owner LLC	5.1400000%	5.1245700%	$5,000,000	$5,000,000	120
	50	Natixis, New York Branch	DEV Enterprise, Inc.; Shree Investments, LLC	5.6100000%	5.5945700%	$4,700,000	$4,671,743	120
	51	Natixis Real Estate Capital LLC	East Coast Portfolio Management LLC	5.9600000%	5.9445700%	$4,631,732	$4,631,732	120
	51.01	 	 	 	 	$2,083,175	$2,083,175	 
	51.02	 	 	 	 	$1,294,863	$1,294,863	 
	51.03	 	 	 	 	$1,253,694	$1,253,694	 
	52	Natixis Real Estate Capital LLC	Schiller Lodgers, L.L.C.	5.5300000%	5.5145700%	$5,600,000	$4,538,121	120
	53	BSPRT Finance, LLC 	Waramaug Athens LLC 	5.6300000%	5.6145700%	$4,526,000	$4,521,874	120
	54	Argentic Real Estate Finance LLC	Focus Bridge Fort Wayne, LLC	5.7700000%	5.7545700%	$4,250,000	$4,236,575	120
	55	Natixis Real Estate Capital LLC	Circle Property Management, LLC	5.1700000%	5.1545700%	$2,925,000	$2,925,000	120
	56	Natixis Real Estate Capital LLC	SY Property 6112 LLC	5.7900000%	5.7745700%	$1,050,000	$1,050,000	120




     EXH. B-6


     


    

EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


	CSAIL 2018-CX11	 	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Remaining Term	Maturity/ARD Date	Amortiziation Term	Remaining Amortization Term for Balloon Loans	 Companion Loan Cut-off Principal Balance 
	1	Column Financial, Inc.; Citi Real Estate Funding Inc.	ARC GEGRDMI001, LLC; ARC GSIFLMN001, LLC; ARC MKMDNNJ001, LLC; ARC SZPTNNJ001, LLC; ARC CSVBTMI001, LLC; ARG FEMRGWV001, LLC; ARC NNMFBTN001, LLC; ARC FEBHMNY001, LLC; ARC LPSBDIN001, LLC; ARC PNSCRPA001, LLC; ARC CJHSNTX002, LLC; ARC CJHSNTX001, LLC	115	11/6/2027	0	0	$123,500,000
	1.01	 	 	 	 	 	 	 
	1.02	 	 	 	 	 	 	 
	1.03	 	 	 	 	 	 	 
	1.04	 	 	 	 	 	 	 
	1.05	 	 	 	 	 	 	 
	1.06	 	 	 	 	 	 	 
	1.07	 	 	 	 	 	 	 
	1.08	 	 	 	 	 	 	 
	1.09	 	 	 	 	 	 	 
	1.10	 	 	 	 	 	 	 
	1.11	 	 	 	 	 	 	 
	1.12	 	 	 	 	 	 	 
	2	Column Financial, Inc.	CP Clearwater, LLC	119	3/6/2028	360	359	$72,924,777
	3	Natixis Real Estate Capital LLC	One State Street, LLC	116	12/6/2027	0	0	$72,220,000
	4	Barclays Bank PLC; Citi Real Estate Funding Inc.	AP-Lancaster LLC; AP-25th Street LLC; AP-Palmdale II LLC; AP-Donald Douglas LLC; AP-Aliso Viejo LLC; AP-Anaheim LLC; AP-Atlantic LLC; AP-Cityview LLC; AP-Colton LLC; AP-Commerce LLC; AP-Diamond Bar LLC; AP-Fresno Airport LLC; AP-Fresno Industrial LLC; AP-Garden Grove LLC; AP-Ming LLC; AP-Moreno Valley LLC; AP-Mt. Vernon LLC; AP-Palmdale Place LLC; AP-Palmdale Place II LLC; AP-Sierra LLC; AP-Farrell Ramon LLC; AP-Transpark Office LLC; AP-Upland LLC; AP-Upland Freeway Center LLC; AP-Victorville - Jasmine LLC; AP-Victorville - Village LLC; AP-Victorville - Office LLC	118	2/6/2028	360	360	$182,580,000
	4.01	 	 	 	 	 	 	 
	4.02	 	 	 	 	 	 	 
	4.03	 	 	 	 	 	 	 
	4.04	 	 	 	 	 	 	 
	4.05	 	 	 	 	 	 	 
	4.06	 	 	 	 	 	 	 
	4.07	 	 	 	 	 	 	 
	4.08	 	 	 	 	 	 	 
	4.09	 	 	 	 	 	 	 
	4.10	 	 	 	 	 	 	 
	4.11	 	 	 	 	 	 	 
	4.12	 	 	 	 	 	 	 
	4.13	 	 	 	 	 	 	 
	4.14	 	 	 	 	 	 	 
	4.15	 	 	 	 	 	 	 
	4.16	 	 	 	 	 	 	 
	4.17	 	 	 	 	 	 	 
	4.18	 	 	 	 	 	 	 
	4.19	 	 	 	 	 	 	 
	4.20	 	 	 	 	 	 	 
	4.21	 	 	 	 	 	 	 
	4.22	 	 	 	 	 	 	 
	4.23	 	 	 	 	 	 	 
	4.24	 	 	 	 	 	 	 
	5	Natixis Real Estate Capital LLC	MD Hutch Owner LLC	120	4/5/2028	0	0	$23,500,000
	6	Natixis Real Estate Capital LLC	150 Main Street, L.L.C.	112	8/5/2027	0	0	NAP
	7	Natixis Real Estate Capital LLC	SG Real Estate LLC	84	4/5/2025	0	0	$22,650,000
	8	Natixis Real Estate Capital LLC	DW MLB Owner LLC; DW MLB H Owner LLC	116	12/5/2027	360	360	$23,000,000
	8.01	 	 	 	 	 	 	 
	8.02	 	 	 	 	 	 	 
	9	Barclays Bank PLC; Morgan Stanley Bank, N.A.	MT2 B2 LLC	116	12/6/2027	360	360	$135,250,000
	10	Barclays Bank PLC	Green Oak Owner 1 LLC	119	3/6/2028	360	359	NAP
	11	Column Financial, Inc.	11751 Meadowville Owner, LLC; 201 Technology Owner, LLC	79	11/6/2024	240	235	NAP
	11.01	 	 	 	 	 	 	 
	11.02	 	 	 	 	 	 	 
	12	Column Financial, Inc.; JPMorgan Chase Bank, National Association; Cantor Commercial Real Estate Lending, L.P.	Lehigh Valley Mall, LLC	115	11/1/2027	360	355	$171,280,902
	13	Natixis Real Estate Capital LLC	JTRE Nomad 8 W 28th LLC	113	9/6/2027	0	0	NAP
	14	Argentic Real Estate Finance LLC	PCW1 Holdings, LLC; PCW6 Holdings, LLC; PCW8 Holdings, LLC	58	2/6/2023	360	360	NAP
	14.01	 	 	 	 	 	 	 
	14.02	 	 	 	 	 	 	 
	14.03	 	 	 	 	 	 	 
	15	Natixis Real Estate Capital LLC; UBS AG	CF E 88 LLC; SM E 88 LLC; CF E 86 LLC; SM E 86 LLC; LSG E 86 LLC	54	10/6/2022	0	0	$180,000,000
	15.01	 	 	 	 	 	 	 
	15.02	 	 	 	 	 	 	 
	16	Argentic Real Estate Finance LLC	One Market Center Holdings LLC	119	3/6/2028	360	359	NAP
	17	Argentic Real Estate Finance LLC	Garrison West Palm Retail LLC	120	4/6/2028	0	0	NAP
	18	Natixis Real Estate Capital LLC	SJHQ Lobby Associates, L.L.C. 	117	1/5/2028	0	0	NAP
	19	Natixis Real Estate Capital LLC	Hertz Center at 600 Vine, LLC	113	9/5/2027	360	353	$35,994,702
	20	Natixis Real Estate Capital LLC	Jemal’s Popeyes L.L.C.	113	9/5/2027	0	0	NAP
	21	Barclays Bank PLC	Summit Ashray Nine, LLC	119	3/6/2028	360	359	NAP
	21.01	 	 	 	 	 	 	 
	21.02	 	 	 	 	 	 	 




     EXH. B-7


     


    

EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


	Loan ID #	Originator/Loan Seller	Mortgagor Name	Remaining Term	Maturity/ARD Date	Amortiziation Term	Remaining Amortization Term for Balloon Loans	 Companion Loan Cut-off Principal Balance 
	22	Benefit Street Partners Realty Operating Partnership, L.P.	Channel, Oxn LLC	120	4/6/2028	0	0	NAP
	23	Column Financial, Inc.	T L O Broomfield Hotel LLC	119	3/6/2028	360	360	NAP
	24	Benefit Street Partners CRE Finance LLC	CH Shoppes LLC	106	2/6/2027	0	0	NAP
	25	Argentic Real Estate Finance LLC	Penn Hills Shopping Center LLC; Four Macs Penn Hills, LLC	118	2/6/2028	360	358	NAP
	26	Argentic Real Estate Finance LLC	SKR Realty LLC; Banyan Hospitality LLC	120	4/6/2028	360	360	NAP
	27	Barclays Bank PLC	Timberline Place Apartments, LLC	120	4/6/2028	0	0	NAP
	28	Argentic Real Estate Finance LLC	Mountainblue Fadem Realty LLC	119	3/6/2028	360	360	NAP
	29	Argentic Real Estate Finance LLC	CS 321 East 2nd Investors, LLC; Gramercy 321 East 2nd, LLC	118	2/6/2028	0	0	NAP
	30	Natixis Real Estate Capital LLC	111 West Jackson Holdings LLC	116	12/5/2027	0	0	$30,000,000
	31	Argentic Real Estate Finance LLC	The Yard Holdings DE LLC; Atlas/Zimmerman Family DE LLC	118	2/6/2028	360	360	NAP
	32	Argentic Real Estate Finance LLC	SA SBS Myrtle Beach Property Owner, LLC	117	1/6/2028	300	297	NAP
	33	Argentic Real Estate Finance LLC	GED Cashew Partners Delaware LLC	119	3/6/2028	330	329	NAP
	34	Natixis Real Estate Capital LLC	Embassy Investments XV, LLC	119	3/5/2028	360	359	NAP
	35	Benefit Street Partners CRE Finance LLC	Ashgrove Apartments Of Jefferson County, Ltd.; Hayfield Park Apartments Of Boone County, Ltd.; Beckford Place Apartments Of The Plains, Ltd.; Camellia Court Apartments Of Columbus, Ltd.; Camellia Court Apartments Of Columbus, II, Ltd.; Forsythia Court Apartments Of Columbus, Ltd.; Meadowood Apartments Of Warrick County, Ltd.; Ridgewood Apartments Of Bedford, Ltd.; Laurelwood Court Apartments Of Bedford, Ltd.; Slate Run Apartments Of Bedford, Ltd.; Foxhaven Apartments Of Stark County, L.L.C.; River Glen Apartments Of Reynoldsburg II LLC; Empirian Carleton Court LLC; CRSI SPV 96, LLC; CRSI SPV 59, LLC; Tabor Ridge Apartments LLC; Elmwoods Apartments Of Marietta, Ltd. (L.P.); A Georgia Limited Partnership; Wood Trail Apartments Of Newnan, Ltd. (L.P.); A Georgia Limited Partnership	110	6/6/2027	360	350	$46,946,476
	35.01	 	 	 	 	 	 	 
	35.02	 	 	 	 	 	 	 
	35.03	 	 	 	 	 	 	 
	35.04	 	 	 	 	 	 	 
	35.05	 	 	 	 	 	 	 
	35.06	 	 	 	 	 	 	 
	35.07	 	 	 	 	 	 	 
	35.08	 	 	 	 	 	 	 
	35.09	 	 	 	 	 	 	 
	35.10	 	 	 	 	 	 	 
	35.11	 	 	 	 	 	 	 
	35.12	 	 	 	 	 	 	 
	35.13	 	 	 	 	 	 	 
	35.14	 	 	 	 	 	 	 
	35.15	 	 	 	 	 	 	 
	36	Argentic Real Estate Finance LLC	8000-8008 Corporate Drive LLC	119	3/6/2028	360	360	NAP
	37	BSPRT Finance, LLC 	Jonesboro Facility Owner LLC	120	4/6/2028	360	360	NAP
	38	Natixis Real Estate Capital LLC	Moonpoint Associates, L.P.	119	3/5/2028	360	360	NAP
	39	Natixis, New York Branch	Starberry LLC	116	12/5/2027	360	360	NAP
	39.01	 	 	 	 	 	 	 
	39.02	 	 	 	 	 	 	 
	39.03	 	 	 	 	 	 	 
	39.04	 	 	 	 	 	 	 
	39.05	 	 	 	 	 	 	 
	40	Natixis, New York Branch	Sir Taj, LLC	119	3/5/2028	360	359	NAP
	41	Natixis Real Estate Capital LLC	Sukhi Investments, Inc.	119	3/5/2028	360	359	NAP
	42	Barclays Bank PLC	Virtua 2400 West Marshall Property Owner, LLC	59	3/6/2023	0	0	NAP
	43	Natixis Real Estate Capital LLC	West Lake Neptune LLC; West Lake Neptune II LLC	116	12/5/2027	360	360	NAP
	44	Natixis Real Estate Capital LLC	South Gate Apartments, LLC	118	2/5/2028	360	360	NAP
	44.01	 	 	 	 	 	 	 
	44.02	 	 	 	 	 	 	 
	44.03	 	 	 	 	 	 	 
	45	Argentic Real Estate Finance LLC	Atlantic/Hembree LLC	118	2/6/2028	0	0	NAP
	46	Argentic Real Estate Finance LLC	Gomel Story Hill LLC	120	4/6/2028	360	360	NAP
	47	Argentic Real Estate Finance LLC	Touchstone Place DE, LLC; J & J Ventures DE, LLC	118	2/6/2028	300	298	NAP
	48	Natixis Real Estate Capital LLC	J-JAS Hotel LLC	116	12/5/2027	300	296	NAP
	49	Barclays Bank PLC	Chicago Klee Development Property Owner LLC; Six Corners Property Owner LLC	118	2/6/2028	0	0	NAP
	50	Natixis, New York Branch	DEV Enterprise, Inc.; Shree Investments, LLC	116	12/5/2027	300	296	NAP
	51	Natixis Real Estate Capital LLC	East Coast Portfolio Management LLC	118	2/5/2028	360	360	NAP
	51.01	 	 	 	 	 	 	 
	51.02	 	 	 	 	 	 	 
	51.03	 	 	 	 	 	 	 
	52	Natixis Real Estate Capital LLC	Schiller Lodgers, L.L.C.	105	1/5/2027	0	0	NAP
	53	BSPRT Finance, LLC 	Waramaug Athens LLC 	119	3/6/2028	360	359	NAP
	54	Argentic Real Estate Finance LLC	Focus Bridge Fort Wayne, LLC	118	2/6/2028	300	298	NAP
	55	Natixis Real Estate Capital LLC	Circle Property Management, LLC	116	12/5/2027	360	360	NAP
	56	Natixis Real Estate Capital LLC	SY Property 6112 LLC	115	11/5/2027	0	0	NAP




     EXH. B-8


     


    

EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


	CSAIL 2018-CX11	 	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	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.; Citi Real Estate Funding Inc.	ARC GEGRDMI001, LLC; ARC GSIFLMN001, LLC; ARC MKMDNNJ001, LLC; ARC SZPTNNJ001, LLC; ARC CSVBTMI001, LLC; ARG FEMRGWV001, LLC; ARC NNMFBTN001, LLC; ARC FEBHMNY001, LLC; ARC LPSBDIN001, LLC; ARC PNSCRPA001, LLC; ARC CJHSNTX002, LLC; ARC CJHSNTX001, LLC	120	115	11/6/2027	0	0
	1.01	 	 	 	 	 	 	 
	1.02	 	 	 	 	 	 	 
	1.03	 	 	 	 	 	 	 
	1.04	 	 	 	 	 	 	 
	1.05	 	 	 	 	 	 	 
	1.06	 	 	 	 	 	 	 
	1.07	 	 	 	 	 	 	 
	1.08	 	 	 	 	 	 	 
	1.09	 	 	 	 	 	 	 
	1.10	 	 	 	 	 	 	 
	1.11	 	 	 	 	 	 	 
	1.12	 	 	 	 	 	 	 
	2	Column Financial, Inc.	CP Clearwater, LLC	120	119	3/6/2028	360	359
	3	Natixis Real Estate Capital LLC	One State Street, LLC	120	116	12/6/2027	0	0
	4	Barclays Bank PLC; Citi Real Estate Funding Inc.	AP-Lancaster LLC; AP-25th Street LLC; AP-Palmdale II LLC; AP-Donald Douglas LLC; AP-Aliso Viejo LLC; AP-Anaheim LLC; AP-Atlantic LLC; AP-Cityview LLC; AP-Colton LLC; AP-Commerce LLC; AP-Diamond Bar LLC; AP-Fresno Airport LLC; AP-Fresno Industrial LLC; AP-Garden Grove LLC; AP-Ming LLC; AP-Moreno Valley LLC; AP-Mt. Vernon LLC; AP-Palmdale Place LLC; AP-Palmdale Place II LLC; AP-Sierra LLC; AP-Farrell Ramon LLC; AP-Transpark Office LLC; AP-Upland LLC; AP-Upland Freeway Center LLC; AP-Victorville - Jasmine LLC; AP-Victorville - Village LLC; AP-Victorville - Office LLC	120	118	2/6/2028	360	360
	4.01	 	 	 	 	 	 	 
	4.02	 	 	 	 	 	 	 
	4.03	 	 	 	 	 	 	 
	4.04	 	 	 	 	 	 	 
	4.05	 	 	 	 	 	 	 
	4.06	 	 	 	 	 	 	 
	4.07	 	 	 	 	 	 	 
	4.08	 	 	 	 	 	 	 
	4.09	 	 	 	 	 	 	 
	4.10	 	 	 	 	 	 	 
	4.11	 	 	 	 	 	 	 
	4.12	 	 	 	 	 	 	 
	4.13	 	 	 	 	 	 	 
	4.14	 	 	 	 	 	 	 
	4.15	 	 	 	 	 	 	 
	4.16	 	 	 	 	 	 	 
	4.17	 	 	 	 	 	 	 
	4.18	 	 	 	 	 	 	 
	4.19	 	 	 	 	 	 	 
	4.20	 	 	 	 	 	 	 
	4.21	 	 	 	 	 	 	 
	4.22	 	 	 	 	 	 	 
	4.23	 	 	 	 	 	 	 
	4.24	 	 	 	 	 	 	 
	5	Natixis Real Estate Capital LLC	MD Hutch Owner LLC	120	120	4/5/2028	0	0
	6	Natixis Real Estate Capital LLC	150 Main Street, L.L.C.	NAP	NAP	NAP	NAP	NAP
	7	Natixis Real Estate Capital LLC	SG Real Estate LLC	84	84	4/5/2025	0	0
	8	Natixis Real Estate Capital LLC	DW MLB Owner LLC; DW MLB H Owner LLC	120	116	12/5/2027	360	360
	8.01	 	 	 	 	 	 	 
	8.02	 	 	 	 	 	 	 
	9	Barclays Bank PLC; Morgan Stanley Bank, N.A.	MT2 B2 LLC	120	116	12/6/2027	360	360
	10	Barclays Bank PLC	Green Oak Owner 1 LLC	NAP	NAP	NAP	NAP	NAP
	11	Column Financial, Inc.	11751 Meadowville Owner, LLC; 201 Technology Owner, LLC	NAP	NAP	NAP	NAP	NAP
	11.01	 	 	 	 	 	 	 
	11.02	 	 	 	 	 	 	 
	12	Column Financial, Inc.; JPMorgan Chase Bank, National Association; Cantor Commercial Real Estate Lending, L.P.	Lehigh Valley Mall, LLC	120	115	11/1/2027	360	355
	13	Natixis Real Estate Capital LLC	JTRE Nomad 8 W 28th LLC	NAP	NAP	NAP	NAP	NAP
	14	Argentic Real Estate Finance LLC	PCW1 Holdings, LLC; PCW6 Holdings, LLC; PCW8 Holdings, LLC	NAP	NAP	NAP	NAP	NAP
	14.01	 	 	 	 	 	 	 
	14.02	 	 	 	 	 	 	 
	14.03	 	 	 	 	 	 	 
	15	Natixis Real Estate Capital LLC; UBS AG	CF E 88 LLC; SM E 88 LLC; CF E 86 LLC; SM E 86 LLC; LSG E 86 LLC	60	54	10/6/2022	0	0
	15.01	 	 	 	 	 	 	 
	15.02	 	 	 	 	 	 	 
	16	Argentic Real Estate Finance LLC	One Market Center Holdings LLC	NAP	NAP	NAP	NAP	NAP
	17	Argentic Real Estate Finance LLC	Garrison West Palm Retail LLC	NAP	NAP	NAP	NAP	NAP
	18	Natixis Real Estate Capital LLC	SJHQ Lobby Associates, L.L.C. 	NAP	NAP	NAP	NAP	NAP
	19	Natixis Real Estate Capital LLC	Hertz Center at 600 Vine, LLC	120	113	9/5/2027	360	353
	20	Natixis Real Estate Capital LLC	Jemal’s Popeyes L.L.C.	NAP	NAP	NAP	NAP	NAP
	21	Barclays Bank PLC	Summit Ashray Nine, LLC	NAP	NAP	NAP	NAP	NAP
	21.01	 	 	 	 	 	 	 
	21.02	 	 	 	 	 	 	 




     EXH. B-9


     


    

EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


	Loan ID #	Originator/Loan Seller	Mortgagor Name	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
	22	Benefit Street Partners Realty Operating Partnership, L.P.	Channel, Oxn LLC	NAP	NAP	NAP	NAP	NAP
	23	Column Financial, Inc.	T L O Broomfield Hotel LLC	NAP	NAP	NAP	NAP	NAP
	24	Benefit Street Partners CRE Finance LLC	CH Shoppes LLC	NAP	NAP	NAP	NAP	NAP
	25	Argentic Real Estate Finance LLC	Penn Hills Shopping Center LLC; Four Macs Penn Hills, LLC	NAP	NAP	NAP	NAP	NAP
	26	Argentic Real Estate Finance LLC	SKR Realty LLC; Banyan Hospitality LLC	NAP	NAP	NAP	NAP	NAP
	27	Barclays Bank PLC	Timberline Place Apartments, LLC	NAP	NAP	NAP	NAP	NAP
	28	Argentic Real Estate Finance LLC	Mountainblue Fadem Realty LLC	NAP	NAP	NAP	NAP	NAP
	29	Argentic Real Estate Finance LLC	CS 321 East 2nd Investors, LLC; Gramercy 321 East 2nd, LLC	NAP	NAP	NAP	NAP	NAP
	30	Natixis Real Estate Capital LLC	111 West Jackson Holdings LLC	120	116	12/5/2027	0	0
	31	Argentic Real Estate Finance LLC	The Yard Holdings DE LLC; Atlas/Zimmerman Family DE LLC	NAP	NAP	NAP	NAP	NAP
	32	Argentic Real Estate Finance LLC	SA SBS Myrtle Beach Property Owner, LLC	NAP	NAP	NAP	NAP	NAP
	33	Argentic Real Estate Finance LLC	GED Cashew Partners Delaware LLC	NAP	NAP	NAP	NAP	NAP
	34	Natixis Real Estate Capital LLC	Embassy Investments XV, LLC	NAP	NAP	NAP	NAP	NAP
	35	Benefit Street Partners CRE Finance LLC	Ashgrove Apartments Of Jefferson County, Ltd.; Hayfield Park Apartments Of Boone County, Ltd.; Beckford Place Apartments Of The Plains, Ltd.; Camellia Court Apartments Of Columbus, Ltd.; Camellia Court Apartments Of Columbus, II, Ltd.; Forsythia Court Apartments Of Columbus, Ltd.; Meadowood Apartments Of Warrick County, Ltd.; Ridgewood Apartments Of Bedford, Ltd.; Laurelwood Court Apartments Of Bedford, Ltd.; Slate Run Apartments Of Bedford, Ltd.; Foxhaven Apartments Of Stark County, L.L.C.; River Glen Apartments Of Reynoldsburg II LLC; Empirian Carleton Court LLC; CRSI SPV 96, LLC; CRSI SPV 59, LLC; Tabor Ridge Apartments LLC; Elmwoods Apartments Of Marietta, Ltd. (L.P.); A Georgia Limited Partnership; Wood Trail Apartments Of Newnan, Ltd. (L.P.); A Georgia Limited Partnership	120	110	6/6/2027	360	350
	35.01	 	 	 	 	 	 	 
	35.02	 	 	 	 	 	 	 
	35.03	 	 	 	 	 	 	 
	35.04	 	 	 	 	 	 	 
	35.05	 	 	 	 	 	 	 
	35.06	 	 	 	 	 	 	 
	35.07	 	 	 	 	 	 	 
	35.08	 	 	 	 	 	 	 
	35.09	 	 	 	 	 	 	 
	35.10	 	 	 	 	 	 	 
	35.11	 	 	 	 	 	 	 
	35.12	 	 	 	 	 	 	 
	35.13	 	 	 	 	 	 	 
	35.14	 	 	 	 	 	 	 
	35.15	 	 	 	 	 	 	 
	36	Argentic Real Estate Finance LLC	8000-8008 Corporate Drive LLC	NAP	NAP	NAP	NAP	NAP
	37	BSPRT Finance, LLC 	Jonesboro Facility Owner LLC	NAP	NAP	NAP	NAP	NAP
	38	Natixis Real Estate Capital LLC	Moonpoint Associates, L.P.	NAP	NAP	NAP	NAP	NAP
	39	Natixis, New York Branch	Starberry LLC	NAP	NAP	NAP	NAP	NAP
	39.01	 	 	 	 	 	 	 
	39.02	 	 	 	 	 	 	 
	39.03	 	 	 	 	 	 	 
	39.04	 	 	 	 	 	 	 
	39.05	 	 	 	 	 	 	 
	40	Natixis, New York Branch	Sir Taj, LLC	NAP	NAP	NAP	NAP	NAP
	41	Natixis Real Estate Capital LLC	Sukhi Investments, Inc.	NAP	NAP	NAP	NAP	NAP
	42	Barclays Bank PLC	Virtua 2400 West Marshall Property Owner, LLC	NAP	NAP	NAP	NAP	NAP
	43	Natixis Real Estate Capital LLC	West Lake Neptune LLC; West Lake Neptune II LLC	NAP	NAP	NAP	NAP	NAP
	44	Natixis Real Estate Capital LLC	South Gate Apartments, LLC	NAP	NAP	NAP	NAP	NAP
	44.01	 	 	 	 	 	 	 
	44.02	 	 	 	 	 	 	 
	44.03	 	 	 	 	 	 	 
	45	Argentic Real Estate Finance LLC	Atlantic/Hembree LLC	NAP	NAP	NAP	NAP	NAP
	46	Argentic Real Estate Finance LLC	Gomel Story Hill LLC	NAP	NAP	NAP	NAP	NAP
	47	Argentic Real Estate Finance LLC	Touchstone Place DE, LLC; J & J Ventures DE, LLC	NAP	NAP	NAP	NAP	NAP
	48	Natixis Real Estate Capital LLC	J-JAS Hotel LLC	NAP	NAP	NAP	NAP	NAP
	49	Barclays Bank PLC	Chicago Klee Development Property Owner LLC; Six Corners Property Owner LLC	NAP	NAP	NAP	NAP	NAP
	50	Natixis, New York Branch	DEV Enterprise, Inc.; Shree Investments, LLC	NAP	NAP	NAP	NAP	NAP
	51	Natixis Real Estate Capital LLC	East Coast Portfolio Management LLC	NAP	NAP	NAP	NAP	NAP
	51.01	 	 	 	 	 	 	 
	51.02	 	 	 	 	 	 	 
	51.03	 	 	 	 	 	 	 
	52	Natixis Real Estate Capital LLC	Schiller Lodgers, L.L.C.	NAP	NAP	NAP	NAP	NAP
	53	BSPRT Finance, LLC 	Waramaug Athens LLC 	NAP	NAP	NAP	NAP	NAP
	54	Argentic Real Estate Finance LLC	Focus Bridge Fort Wayne, LLC	NAP	NAP	NAP	NAP	NAP
	55	Natixis Real Estate Capital LLC	Circle Property Management, LLC	NAP	NAP	NAP	NAP	NAP
	56	Natixis Real Estate Capital LLC	SY Property 6112 LLC	NAP	NAP	NAP	NAP	NAP




     EXH. B-10


     


    

EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


	CSAIL 2018-CX11	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 
	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Monthly Payment	Servicing Fee Rate	Subservicing Fee	Accrual Type
	1	Column Financial, Inc.; Citi Real Estate Funding Inc.	ARC GEGRDMI001, LLC; ARC GSIFLMN001, LLC; ARC MKMDNNJ001, LLC; ARC SZPTNNJ001, LLC; ARC CSVBTMI001, LLC; ARG FEMRGWV001, LLC; ARC NNMFBTN001, LLC; ARC FEBHMNY001, LLC; ARC LPSBDIN001, LLC; ARC PNSCRPA001, LLC; ARC CJHSNTX002, LLC; ARC CJHSNTX001, LLC	$234,404	0.00500%	0.00250%	Actual/360
	1.01	 	 	 	 	 	 
	1.02	 	 	 	 	 	 
	1.03	 	 	 	 	 	 
	1.04	 	 	 	 	 	 
	1.05	 	 	 	 	 	 
	1.06	 	 	 	 	 	 
	1.07	 	 	 	 	 	 
	1.08	 	 	 	 	 	 
	1.09	 	 	 	 	 	 
	1.10	 	 	 	 	 	 
	1.11	 	 	 	 	 	 
	1.12	 	 	 	 	 	 
	2	Column Financial, Inc.	CP Clearwater, LLC	$326,877	0.00500%	NAP	Actual/360
	3	Natixis Real Estate Capital LLC	One State Street, LLC	$172,259	0.00375%	0.00125%	Actual/360
	4	Barclays Bank PLC; Citi Real Estate Funding Inc.	AP-Lancaster LLC; AP-25th Street LLC; AP-Palmdale II LLC; AP-Donald Douglas LLC; AP-Aliso Viejo LLC; AP-Anaheim LLC; AP-Atlantic LLC; AP-Cityview LLC; AP-Colton LLC; AP-Commerce LLC; AP-Diamond Bar LLC; AP-Fresno Airport LLC; AP-Fresno Industrial LLC; AP-Garden Grove LLC; AP-Ming LLC; AP-Moreno Valley LLC; AP-Mt. Vernon LLC; AP-Palmdale Place LLC; AP-Palmdale Place II LLC; AP-Sierra LLC; AP-Farrell Ramon LLC; AP-Transpark Office LLC; AP-Upland LLC; AP-Upland Freeway Center LLC; AP-Victorville - Jasmine LLC; AP-Victorville - Village LLC; AP-Victorville - Office LLC	$247,672	0.00500%	0.00250%	Actual/360
	4.01	 	 	 	 	 	 
	4.02	 	 	 	 	 	 
	4.03	 	 	 	 	 	 
	4.04	 	 	 	 	 	 
	4.05	 	 	 	 	 	 
	4.06	 	 	 	 	 	 
	4.07	 	 	 	 	 	 
	4.08	 	 	 	 	 	 
	4.09	 	 	 	 	 	 
	4.10	 	 	 	 	 	 
	4.11	 	 	 	 	 	 
	4.12	 	 	 	 	 	 
	4.13	 	 	 	 	 	 
	4.14	 	 	 	 	 	 
	4.15	 	 	 	 	 	 
	4.16	 	 	 	 	 	 
	4.17	 	 	 	 	 	 
	4.18	 	 	 	 	 	 
	4.19	 	 	 	 	 	 
	4.20	 	 	 	 	 	 
	4.21	 	 	 	 	 	 
	4.22	 	 	 	 	 	 
	4.23	 	 	 	 	 	 
	4.24	 	 	 	 	 	 
	5	Natixis Real Estate Capital LLC	MD Hutch Owner LLC	$196,720	0.00500%	NAP	Actual/360
	6	Natixis Real Estate Capital LLC	150 Main Street, L.L.C.	$150,343	0.00500%	NAP	Actual/360
	7	Natixis Real Estate Capital LLC	SG Real Estate LLC	$186,218	0.00500%	NAP	Actual/360
	8	Natixis Real Estate Capital LLC	DW MLB Owner LLC; DW MLB H Owner LLC	$183,789	0.00500%	0.00250%	Actual/360
	8.01	 	 	 	 	 	 
	8.02	 	 	 	 	 	 
	9	Barclays Bank PLC; Morgan Stanley Bank, N.A.	MT2 B2 LLC	$135,573	0.00500%	0.00250%	Actual/360
	10	Barclays Bank PLC	Green Oak Owner 1 LLC	$154,214	0.00500%	NAP	Actual/360
	11	Column Financial, Inc.	11751 Meadowville Owner, LLC; 201 Technology Owner, LLC	$182,860	0.00500%	NAP	Actual/360
	11.01	 	 	 	 	 	 
	11.02	 	 	 	 	 	 
	12	Column Financial, Inc.; JPMorgan Chase Bank, National Association; Cantor Commercial Real Estate Lending, L.P.	Lehigh Valley Mall, LLC	$132,179	0.00500%	0.00250%	Actual/360
	13	Natixis Real Estate Capital LLC	JTRE Nomad 8 W 28th LLC	$96,877	0.00500%	NAP	Actual/360
	14	Argentic Real Estate Finance LLC	PCW1 Holdings, LLC; PCW6 Holdings, LLC; PCW8 Holdings, LLC	$116,894	0.00500%	NAP	Actual/360
	14.01	 	 	 	 	 	 
	14.02	 	 	 	 	 	 
	14.03	 	 	 	 	 	 
	15	Natixis Real Estate Capital LLC; UBS AG	CF E 88 LLC; SM E 88 LLC; CF E 86 LLC; SM E 86 LLC; LSG E 86 LLC	$46,301	0.00500%	0.00250%	Actual/360
	15.01	 	 	 	 	 	 
	15.02	 	 	 	 	 	 
	16	Argentic Real Estate Finance LLC	One Market Center Holdings LLC	$98,281	0.00500%	NAP	Actual/360
	17	Argentic Real Estate Finance LLC	Garrison West Palm Retail LLC	$79,873	0.00500%	NAP	Actual/360
	18	Natixis Real Estate Capital LLC	SJHQ Lobby Associates, L.L.C. 	$68,553	0.00500%	NAP	Actual/360
	19	Natixis Real Estate Capital LLC	Hertz Center at 600 Vine, LLC	$83,415	0.00500%	0.00250%	Actual/360
	20	Natixis Real Estate Capital LLC	Jemal’s Popeyes L.L.C.	$58,118	0.00500%	NAP	Actual/360
	21	Barclays Bank PLC	Summit Ashray Nine, LLC	$91,628	0.00500%	NAP	Actual/360
	21.01	 	 	 	 	 	 
	21.02	 	 	 	 	 	 




     EXH. B-11


     


    

EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


	Loan ID #	Originator/Loan Seller	Mortgagor Name	Monthly Payment	Servicing Fee Rate	Subservicing Fee	Accrual Type
	22	Benefit Street Partners Realty Operating Partnership, L.P.	Channel, Oxn LLC	$65,428	0.00500%	NAP	Actual/360
	23	Column Financial, Inc.	T L O Broomfield Hotel LLC	$75,891	0.03500%	0.03000%	Actual/360
	24	Benefit Street Partners CRE Finance LLC	CH Shoppes LLC	$58,650	0.04500%	0.04000%	Actual/360
	25	Argentic Real Estate Finance LLC	Penn Hills Shopping Center LLC; Four Macs Penn Hills, LLC	$64,970	0.00500%	NAP	Actual/360
	26	Argentic Real Estate Finance LLC	SKR Realty LLC; Banyan Hospitality LLC	$68,716	0.00500%	NAP	Actual/360
	27	Barclays Bank PLC	Timberline Place Apartments, LLC	$51,592	0.00500%	NAP	Actual/360
	28	Argentic Real Estate Finance LLC	Mountainblue Fadem Realty LLC	$63,834	0.00500%	NAP	Actual/360
	29	Argentic Real Estate Finance LLC	CS 321 East 2nd Investors, LLC; Gramercy 321 East 2nd, LLC	$48,572	0.00500%	NAP	Actual/360
	30	Natixis Real Estate Capital LLC	111 West Jackson Holdings LLC	$43,719	0.00500%	NAP	Actual/360
	31	Argentic Real Estate Finance LLC	The Yard Holdings DE LLC; Atlas/Zimmerman Family DE LLC	$53,599	0.00500%	NAP	Actual/360
	32	Argentic Real Estate Finance LLC	SA SBS Myrtle Beach Property Owner, LLC	$67,648	0.00500%	NAP	Actual/360
	33	Argentic Real Estate Finance LLC	GED Cashew Partners Delaware LLC	$57,743	0.00500%	NAP	Actual/360
	34	Natixis Real Estate Capital LLC	Embassy Investments XV, LLC	$58,808	0.00500%	NAP	Actual/360
	35	Benefit Street Partners CRE Finance LLC	Ashgrove Apartments Of Jefferson County, Ltd.; Hayfield Park Apartments Of Boone County, Ltd.; Beckford Place Apartments Of The Plains, Ltd.; Camellia Court Apartments Of Columbus, Ltd.; Camellia Court Apartments Of Columbus, II, Ltd.; Forsythia Court Apartments Of Columbus, Ltd.; Meadowood Apartments Of Warrick County, Ltd.; Ridgewood Apartments Of Bedford, Ltd.; Laurelwood Court Apartments Of Bedford, Ltd.; Slate Run Apartments Of Bedford, Ltd.; Foxhaven Apartments Of Stark County, L.L.C.; River Glen Apartments Of Reynoldsburg II LLC; Empirian Carleton Court LLC; CRSI SPV 96, LLC; CRSI SPV 59, LLC; Tabor Ridge Apartments LLC; Elmwoods Apartments Of Marietta, Ltd. (L.P.); A Georgia Limited Partnership; Wood Trail Apartments Of Newnan, Ltd. (L.P.); A Georgia Limited Partnership	$53,743	0.00500%	0.00250%	Actual/360
	35.01	 	 	 	 	 	 
	35.02	 	 	 	 	 	 
	35.03	 	 	 	 	 	 
	35.04	 	 	 	 	 	 
	35.05	 	 	 	 	 	 
	35.06	 	 	 	 	 	 
	35.07	 	 	 	 	 	 
	35.08	 	 	 	 	 	 
	35.09	 	 	 	 	 	 
	35.10	 	 	 	 	 	 
	35.11	 	 	 	 	 	 
	35.12	 	 	 	 	 	 
	35.13	 	 	 	 	 	 
	35.14	 	 	 	 	 	 
	35.15	 	 	 	 	 	 
	36	Argentic Real Estate Finance LLC	8000-8008 Corporate Drive LLC	$55,421	0.00500%	NAP	Actual/360
	37	BSPRT Finance, LLC 	Jonesboro Facility Owner LLC	$52,182	0.00500%	NAP	Actual/360
	38	Natixis Real Estate Capital LLC	Moonpoint Associates, L.P.	$47,765	0.00500%	NAP	Actual/360
	39	Natixis, New York Branch	Starberry LLC	$44,332	0.00500%	NAP	Actual/360
	39.01	 	 	 	 	 	 
	39.02	 	 	 	 	 	 
	39.03	 	 	 	 	 	 
	39.04	 	 	 	 	 	 
	39.05	 	 	 	 	 	 
	40	Natixis, New York Branch	Sir Taj, LLC	$41,455	0.00500%	NAP	Actual/360
	41	Natixis Real Estate Capital LLC	Sukhi Investments, Inc.	$40,423	0.00500%	NAP	Actual/360
	42	Barclays Bank PLC	Virtua 2400 West Marshall Property Owner, LLC	$28,569	0.00500%	NAP	Actual/360
	43	Natixis Real Estate Capital LLC	West Lake Neptune LLC; West Lake Neptune II LLC	$31,455	0.00500%	NAP	Actual/360
	44	Natixis Real Estate Capital LLC	South Gate Apartments, LLC	$33,702	0.00500%	NAP	Actual/360
	44.01	 	 	 	 	 	 
	44.02	 	 	 	 	 	 
	44.03	 	 	 	 	 	 
	45	Argentic Real Estate Finance LLC	Atlantic/Hembree LLC	$23,368	0.00500%	NAP	Actual/360
	46	Argentic Real Estate Finance LLC	Gomel Story Hill LLC	$30,679	0.00500%	NAP	Actual/360
	47	Argentic Real Estate Finance LLC	Touchstone Place DE, LLC; J & J Ventures DE, LLC	$33,762	0.00500%	NAP	Actual/360
	48	Natixis Real Estate Capital LLC	J-JAS Hotel LLC	$32,682	0.00500%	NAP	Actual/360
	49	Barclays Bank PLC	Chicago Klee Development Property Owner LLC; Six Corners Property Owner LLC	$21,714	0.00500%	NAP	Actual/360
	50	Natixis, New York Branch	DEV Enterprise, Inc.; Shree Investments, LLC	$29,172	0.00500%	NAP	Actual/360
	51	Natixis Real Estate Capital LLC	East Coast Portfolio Management LLC	$27,651	0.00500%	NAP	Actual/360
	51.01	 	 	 	 	 	 
	51.02	 	 	 	 	 	 
	51.03	 	 	 	 	 	 
	52	Natixis Real Estate Capital LLC	Schiller Lodgers, L.L.C.	$21,204	0.00500%	NAP	Actual/360
	53	BSPRT Finance, LLC 	Waramaug Athens LLC 	$26,069	0.00500%	NAP	Actual/360
	54	Argentic Real Estate Finance LLC	Focus Bridge Fort Wayne, LLC	$26,788	0.00500%	NAP	Actual/360
	55	Natixis Real Estate Capital LLC	Circle Property Management, LLC	$16,007	0.00500%	NAP	Actual/360
	56	Natixis Real Estate Capital LLC	SY Property 6112 LLC	$5,137	0.00500%	NAP	Actual/360




     EXH. B-12


     


    

EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


	CSAIL 2018-CX11	 	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	ARD (Y/N)	Revised Rate (%)	Title Type	Crossed Collateralized Loan	Cross Defaulted Loan
	1	Column Financial, Inc.; Citi Real Estate Funding Inc.	ARC GEGRDMI001, LLC; ARC GSIFLMN001, LLC; ARC MKMDNNJ001, LLC; ARC SZPTNNJ001, LLC; ARC CSVBTMI001, LLC; ARG FEMRGWV001, LLC; ARC NNMFBTN001, LLC; ARC FEBHMNY001, LLC; ARC LPSBDIN001, LLC; ARC PNSCRPA001, LLC; ARC CJHSNTX002, LLC; ARC CJHSNTX001, LLC	No	 	Fee	No	No
	1.01	 	 	 	 	Fee	 	 
	1.02	 	 	 	 	Fee	 	 
	1.03	 	 	 	 	Fee	 	 
	1.04	 	 	 	 	Fee	 	 
	1.05	 	 	 	 	Fee	 	 
	1.06	 	 	 	 	Fee	 	 
	1.07	 	 	 	 	Fee	 	 
	1.08	 	 	 	 	Fee	 	 
	1.09	 	 	 	 	Fee	 	 
	1.10	 	 	 	 	Fee	 	 
	1.11	 	 	 	 	Fee	 	 
	1.12	 	 	 	 	Fee	 	 
	2	Column Financial, Inc.	CP Clearwater, LLC	No	 	Leasehold	No	No
	3	Natixis Real Estate Capital LLC	One State Street, LLC	No	 	Fee	No	No
	4	Barclays Bank PLC; Citi Real Estate Funding Inc.	AP-Lancaster LLC; AP-25th Street LLC; AP-Palmdale II LLC; AP-Donald Douglas LLC; AP-Aliso Viejo LLC; AP-Anaheim LLC; AP-Atlantic LLC; AP-Cityview LLC; AP-Colton LLC; AP-Commerce LLC; AP-Diamond Bar LLC; AP-Fresno Airport LLC; AP-Fresno Industrial LLC; AP-Garden Grove LLC; AP-Ming LLC; AP-Moreno Valley LLC; AP-Mt. Vernon LLC; AP-Palmdale Place LLC; AP-Palmdale Place II LLC; AP-Sierra LLC; AP-Farrell Ramon LLC; AP-Transpark Office LLC; AP-Upland LLC; AP-Upland Freeway Center LLC; AP-Victorville - Jasmine LLC; AP-Victorville - Village LLC; AP-Victorville - Office LLC	No	 	Various	No	No
	4.01	 	 	 	 	Fee	 	 
	4.02	 	 	 	 	Fee	 	 
	4.03	 	 	 	 	Fee	 	 
	4.04	 	 	 	 	Fee & Leasehold	 	 
	4.05	 	 	 	 	Fee	 	 
	4.06	 	 	 	 	Fee	 	 
	4.07	 	 	 	 	Fee	 	 
	4.08	 	 	 	 	Fee	 	 
	4.09	 	 	 	 	Fee	 	 
	4.10	 	 	 	 	Leasehold	 	 
	4.11	 	 	 	 	Fee	 	 
	4.12	 	 	 	 	Fee	 	 
	4.13	 	 	 	 	Fee	 	 
	4.14	 	 	 	 	Fee	 	 
	4.15	 	 	 	 	Fee	 	 
	4.16	 	 	 	 	Fee	 	 
	4.17	 	 	 	 	Fee	 	 
	4.18	 	 	 	 	Leasehold	 	 
	4.19	 	 	 	 	Fee	 	 
	4.20	 	 	 	 	Fee	 	 
	4.21	 	 	 	 	Fee	 	 
	4.22	 	 	 	 	Leasehold	 	 
	4.23	 	 	 	 	Fee	 	 
	4.24	 	 	 	 	Fee	 	 
	5	Natixis Real Estate Capital LLC	MD Hutch Owner LLC	No	 	Fee	No	No
	6	Natixis Real Estate Capital LLC	150 Main Street, L.L.C.	No	 	Fee	No	No
	7	Natixis Real Estate Capital LLC	SG Real Estate LLC	No	 	Fee	No	No
	8	Natixis Real Estate Capital LLC	DW MLB Owner LLC; DW MLB H Owner LLC	No	 	Fee	No	No
	8.01	 	 	 	 	Fee	 	 
	8.02	 	 	 	 	Fee	 	 
	9	Barclays Bank PLC; Morgan Stanley Bank, N.A.	MT2 B2 LLC	No	 	Fee	No	No
	10	Barclays Bank PLC	Green Oak Owner 1 LLC	No	 	Fee	No	No
	11	Column Financial, Inc.	11751 Meadowville Owner, LLC; 201 Technology Owner, LLC	No	 	Fee	No	No
	11.01	 	 	 	 	Fee	 	 
	11.02	 	 	 	 	Fee	 	 
	12	Column Financial, Inc.; JPMorgan Chase Bank, National Association; Cantor Commercial Real Estate Lending, L.P.	Lehigh Valley Mall, LLC	No	 	Fee	No	No
	13	Natixis Real Estate Capital LLC	JTRE Nomad 8 W 28th LLC	No	 	Fee	No	No
	14	Argentic Real Estate Finance LLC	PCW1 Holdings, LLC; PCW6 Holdings, LLC; PCW8 Holdings, LLC	No	 	Fee	No	No
	14.01	 	 	 	 	Fee	 	 
	14.02	 	 	 	 	Fee	 	 
	14.03	 	 	 	 	Fee	 	 
	15	Natixis Real Estate Capital LLC; UBS AG	CF E 88 LLC; SM E 88 LLC; CF E 86 LLC; SM E 86 LLC; LSG E 86 LLC	No	 	Fee	No	No
	15.01	 	 	 	 	Fee	 	 
	15.02	 	 	 	 	Fee	 	 
	16	Argentic Real Estate Finance LLC	One Market Center Holdings LLC	No	 	Fee	No	No
	17	Argentic Real Estate Finance LLC	Garrison West Palm Retail LLC	No	 	Fee	No	No
	18	Natixis Real Estate Capital LLC	SJHQ Lobby Associates, L.L.C. 	Yes	The sum of (1) Net Mortgage Rate in Effect at the Cut-off Date (%), (2) 3.00%, and (3) the greater of (A) the amount by which the yield on U.S. 10-year Treasury Notes exceeds 2.0%, and (B) 0%.	Fee	No	No
	19	Natixis Real Estate Capital LLC	Hertz Center at 600 Vine, LLC	No	 	Fee	No	No
	20	Natixis Real Estate Capital LLC	Jemal’s Popeyes L.L.C.	No	 	Fee	No	No
	21	Barclays Bank PLC	Summit Ashray Nine, LLC	No	 	Leasehold	No	No
	21.01	 	 	 	 	Leasehold	 	 
	21.02	 	 	 	 	Leasehold	 	 




     EXH. B-13


     


    

EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


	Loan ID #	Originator/Loan Seller	Mortgagor Name	ARD (Y/N)	Revised Rate (%)	Title Type	Crossed Collateralized Loan	Cross Defaulted Loan
	22	Benefit Street Partners Realty Operating Partnership, L.P.	Channel, Oxn LLC	No	 	Fee	No	No
	23	Column Financial, Inc.	T L O Broomfield Hotel LLC	No	 	Fee	No	No
	24	Benefit Street Partners CRE Finance LLC	CH Shoppes LLC	No	 	Fee	No	No
	25	Argentic Real Estate Finance LLC	Penn Hills Shopping Center LLC; Four Macs Penn Hills, LLC	No	 	Fee	No	No
	26	Argentic Real Estate Finance LLC	SKR Realty LLC; Banyan Hospitality LLC	No	 	Fee	No	No
	27	Barclays Bank PLC	Timberline Place Apartments, LLC	No	 	Fee	No	No
	28	Argentic Real Estate Finance LLC	Mountainblue Fadem Realty LLC	No	 	Fee	No	No
	29	Argentic Real Estate Finance LLC	CS 321 East 2nd Investors, LLC; Gramercy 321 East 2nd, LLC	No	 	Fee	No	No
	30	Natixis Real Estate Capital LLC	111 West Jackson Holdings LLC	No	 	Fee	No	No
	31	Argentic Real Estate Finance LLC	The Yard Holdings DE LLC; Atlas/Zimmerman Family DE LLC	No	 	Fee	No	No
	32	Argentic Real Estate Finance LLC	SA SBS Myrtle Beach Property Owner, LLC	No	 	Fee	No	No
	33	Argentic Real Estate Finance LLC	GED Cashew Partners Delaware LLC	Yes	The greater of: (i) 300 basis points over the Net Mortgage Rate in Effect at the Cut-off Date (%) or (ii) 300 basis points over the then prevailing yield on U.S. Treasury Constant Maturities with terms most nearlyapproximating those of non-callable U.S. Treasury obligations having maturities as close as possible to the Final Maturity Date	Fee	No	No
	34	Natixis Real Estate Capital LLC	Embassy Investments XV, LLC	No	 	Fee	No	No
	35	Benefit Street Partners CRE Finance LLC	Ashgrove Apartments Of Jefferson County, Ltd.; Hayfield Park Apartments Of Boone County, Ltd.; Beckford Place Apartments Of The Plains, Ltd.; Camellia Court Apartments Of Columbus, Ltd.; Camellia Court Apartments Of Columbus, II, Ltd.; Forsythia Court Apartments Of Columbus, Ltd.; Meadowood Apartments Of Warrick County, Ltd.; Ridgewood Apartments Of Bedford, Ltd.; Laurelwood Court Apartments Of Bedford, Ltd.; Slate Run Apartments Of Bedford, Ltd.; Foxhaven Apartments Of Stark County, L.L.C.; River Glen Apartments Of Reynoldsburg II LLC; Empirian Carleton Court LLC; CRSI SPV 96, LLC; CRSI SPV 59, LLC; Tabor Ridge Apartments LLC; Elmwoods Apartments Of Marietta, Ltd. (L.P.); A Georgia Limited Partnership; Wood Trail Apartments Of Newnan, Ltd. (L.P.); A Georgia Limited Partnership	No	 	Fee	No	No
	35.01	 	 	 	 	Fee	 	 
	35.02	 	 	 	 	Fee	 	 
	35.03	 	 	 	 	Fee	 	 
	35.04	 	 	 	 	Fee	 	 
	35.05	 	 	 	 	Fee	 	 
	35.06	 	 	 	 	Fee	 	 
	35.07	 	 	 	 	Fee	 	 
	35.08	 	 	 	 	Fee	 	 
	35.09	 	 	 	 	Fee	 	 
	35.10	 	 	 	 	Fee	 	 
	35.11	 	 	 	 	Fee	 	 
	35.12	 	 	 	 	Fee	 	 
	35.13	 	 	 	 	Fee	 	 
	35.14	 	 	 	 	Fee	 	 
	35.15	 	 	 	 	Fee	 	 
	36	Argentic Real Estate Finance LLC	8000-8008 Corporate Drive LLC	No	 	Fee	No	No
	37	BSPRT Finance, LLC 	Jonesboro Facility Owner LLC	No	 	Fee	No	No
	38	Natixis Real Estate Capital LLC	Moonpoint Associates, L.P.	No	 	Fee	No	No
	39	Natixis, New York Branch	Starberry LLC	No	 	Fee	No	No
	39.01	 	 	 	 	Fee	 	 
	39.02	 	 	 	 	Fee	 	 
	39.03	 	 	 	 	Fee	 	 
	39.04	 	 	 	 	Fee	 	 
	39.05	 	 	 	 	Fee	 	 
	40	Natixis, New York Branch	Sir Taj, LLC	No	 	Fee	No	No
	41	Natixis Real Estate Capital LLC	Sukhi Investments, Inc.	No	 	Fee	No	No
	42	Barclays Bank PLC	Virtua 2400 West Marshall Property Owner, LLC	No	 	Fee	No	No
	43	Natixis Real Estate Capital LLC	West Lake Neptune LLC; West Lake Neptune II LLC	No	 	Fee	No	No
	44	Natixis Real Estate Capital LLC	South Gate Apartments, LLC	No	 	Fee	No	No
	44.01	 	 	 	 	Fee	 	 
	44.02	 	 	 	 	Fee	 	 
	44.03	 	 	 	 	Fee	 	 
	45	Argentic Real Estate Finance LLC	Atlantic/Hembree LLC	No	 	Fee	No	No
	46	Argentic Real Estate Finance LLC	Gomel Story Hill LLC	No	 	Fee	No	No
	47	Argentic Real Estate Finance LLC	Touchstone Place DE, LLC; J & J Ventures DE, LLC	No	 	Fee	No	No
	48	Natixis Real Estate Capital LLC	J-JAS Hotel LLC	No	 	Fee	No	No
	49	Barclays Bank PLC	Chicago Klee Development Property Owner LLC; Six Corners Property Owner LLC	No	 	Fee	No	No
	50	Natixis, New York Branch	DEV Enterprise, Inc.; Shree Investments, LLC	No	 	Fee & Leasehold	No	No
	51	Natixis Real Estate Capital LLC	East Coast Portfolio Management LLC	No	 	Fee	No	No
	51.01	 	 	 	 	Fee	 	 
	51.02	 	 	 	 	Fee	 	 
	51.03	 	 	 	 	Fee	 	 
	52	Natixis Real Estate Capital LLC	Schiller Lodgers, L.L.C.	No	 	Fee	No	No
	53	BSPRT Finance, LLC 	Waramaug Athens LLC 	No	 	Fee	No	No
	54	Argentic Real Estate Finance LLC	Focus Bridge Fort Wayne, LLC	No	 	Fee	No	No
	55	Natixis Real Estate Capital LLC	Circle Property Management, LLC	No	 	Fee	No	No
	56	Natixis Real Estate Capital LLC	SY Property 6112 LLC	No	 	Fee	No	No




     EXH. B-14


     


    

EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


	CSAIL 2018-CX11	 	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Guarantor	Letter of Credit	Upfront CapEx Reserve	Upfront Eng. Reserve	Upfront Envir. Reserve
	1	Column Financial, Inc.; Citi Real Estate Funding Inc.	ARC GEGRDMI001, LLC; ARC GSIFLMN001, LLC; ARC MKMDNNJ001, LLC; ARC SZPTNNJ001, LLC; ARC CSVBTMI001, LLC; ARG FEMRGWV001, LLC; ARC NNMFBTN001, LLC; ARC FEBHMNY001, LLC; ARC LPSBDIN001, LLC; ARC PNSCRPA001, LLC; ARC CJHSNTX002, LLC; ARC CJHSNTX001, LLC	Global Net Lease Operating Partnership, L.P.	No	$0	$0	$0
	1.01	 	 	 	 	 	 	 
	1.02	 	 	 	 	 	 	 
	1.03	 	 	 	 	 	 	 
	1.04	 	 	 	 	 	 	 
	1.05	 	 	 	 	 	 	 
	1.06	 	 	 	 	 	 	 
	1.07	 	 	 	 	 	 	 
	1.08	 	 	 	 	 	 	 
	1.09	 	 	 	 	 	 	 
	1.10	 	 	 	 	 	 	 
	1.11	 	 	 	 	 	 	 
	1.12	 	 	 	 	 	 	 
	2	Column Financial, Inc.	CP Clearwater, LLC	Columbia Sussex Corporation; CSC Holdings, LLC	No	$269,015	$0	$0
	3	Natixis Real Estate Capital LLC	One State Street, LLC	BF&W Realty Company, LLC	No	$0	$0	$0
	4	Barclays Bank PLC; Citi Real Estate Funding Inc.	AP-Lancaster LLC; AP-25th Street LLC; AP-Palmdale II LLC; AP-Donald Douglas LLC; AP-Aliso Viejo LLC; AP-Anaheim LLC; AP-Atlantic LLC; AP-Cityview LLC; AP-Colton LLC; AP-Commerce LLC; AP-Diamond Bar LLC; AP-Fresno Airport LLC; AP-Fresno Industrial LLC; AP-Garden Grove LLC; AP-Ming LLC; AP-Moreno Valley LLC; AP-Mt. Vernon LLC; AP-Palmdale Place LLC; AP-Palmdale Place II LLC; AP-Sierra LLC; AP-Farrell Ramon LLC; AP-Transpark Office LLC; AP-Upland LLC; AP-Upland Freeway Center LLC; AP-Victorville - Jasmine LLC; AP-Victorville - Village LLC; AP-Victorville - Office LLC	Donald G. Abbey	No	$0	$977,151	$0
	4.01	 	 	 	 	 	 	 
	4.02	 	 	 	 	 	 	 
	4.03	 	 	 	 	 	 	 
	4.04	 	 	 	 	 	 	 
	4.05	 	 	 	 	 	 	 
	4.06	 	 	 	 	 	 	 
	4.07	 	 	 	 	 	 	 
	4.08	 	 	 	 	 	 	 
	4.09	 	 	 	 	 	 	 
	4.10	 	 	 	 	 	 	 
	4.11	 	 	 	 	 	 	 
	4.12	 	 	 	 	 	 	 
	4.13	 	 	 	 	 	 	 
	4.14	 	 	 	 	 	 	 
	4.15	 	 	 	 	 	 	 
	4.16	 	 	 	 	 	 	 
	4.17	 	 	 	 	 	 	 
	4.18	 	 	 	 	 	 	 
	4.19	 	 	 	 	 	 	 
	4.20	 	 	 	 	 	 	 
	4.21	 	 	 	 	 	 	 
	4.22	 	 	 	 	 	 	 
	4.23	 	 	 	 	 	 	 
	4.24	 	 	 	 	 	 	 
	5	Natixis Real Estate Capital LLC	MD Hutch Owner LLC	Joseph Simone	No	$0	$0	$0
	6	Natixis Real Estate Capital LLC	150 Main Street, L.L.C.	Mack-Cali Realty L.P.	No	$0	$0	$35,625
	7	Natixis Real Estate Capital LLC	SG Real Estate LLC	Fast Fame Capital Investment Limited; Bliss Elite Limited; Downtown Properties Holdings, LLC	No	$0	$0	$0
	8	Natixis Real Estate Capital LLC	DW MLB Owner LLC; DW MLB H Owner LLC	Westplace Modesto Investors, LLC	No	$0	$1,256,239	$0
	8.01	 	 	 	 	 	 	 
	8.02	 	 	 	 	 	 	 
	9	Barclays Bank PLC; Morgan Stanley Bank, N.A.	MT2 B2 LLC	Paul Guarantor LLC	No	$0	$0	$0
	10	Barclays Bank PLC	Green Oak Owner 1 LLC	REDICO Properties LLC; Daniel L. Stern; Christopher G. Brochert	No	$0	$0	$0
	11	Column Financial, Inc.	11751 Meadowville Owner, LLC; 201 Technology Owner, LLC	GFH Capital Limited	No	$0	$0	$0
	11.01	 	 	 	 	 	 	 
	11.02	 	 	 	 	 	 	 
	12	Column Financial, Inc.; JPMorgan Chase Bank, National Association; Cantor Commercial Real Estate Lending, L.P.	Lehigh Valley Mall, LLC	Simon Property Group, L.P.	No	$0	$0	$0
	13	Natixis Real Estate Capital LLC	JTRE Nomad 8 W 28th LLC	Jack Terzi	No	$0	$26,875	$0
	14	Argentic Real Estate Finance LLC	PCW1 Holdings, LLC; PCW6 Holdings, LLC; PCW8 Holdings, LLC	Avi Mansher	No	$0	$188,878	$0
	14.01	 	 	 	 	 	 	 
	14.02	 	 	 	 	 	 	 
	14.03	 	 	 	 	 	 	 
	15	Natixis Real Estate Capital LLC; UBS AG	CF E 88 LLC; SM E 88 LLC; CF E 86 LLC; SM E 86 LLC; LSG E 86 LLC	The Chetrit Group LLC; Stellar Management LLC	No	$0	$0	$0
	15.01	 	 	 	 	 	 	 
	15.02	 	 	 	 	 	 	 
	16	Argentic Real Estate Finance LLC	One Market Center Holdings LLC	Deepak Jain	No	$2,490,000	$39,610	$0
	17	Argentic Real Estate Finance LLC	Garrison West Palm Retail LLC	Garrison Real Estate Fund II LP; Garrison Real Estate Fund II A LP; Garrison Real Estate Fund II B LP	No	$45,612	$0	$0
	18	Natixis Real Estate Capital LLC	SJHQ Lobby Associates, L.L.C. 	M.P. Asset Co., Ltd.	No	$0	$0	$0
	19	Natixis Real Estate Capital LLC	Hertz Center at 600 Vine, LLC	Sarah Rachel Gordon; Isaac Hertz; William Z. Hertz	No	$0	$1,802,722	$0
	20	Natixis Real Estate Capital LLC	Jemal’s Popeyes L.L.C.	Norman Jemal	No	$0	$0	$0
	21	Barclays Bank PLC	Summit Ashray Nine, LLC	Chandra Kollipara; Daksheh Patel; Praveen Kollipara	No	$0	$0	$0
	21.01	 	 	 	 	 	 	 
	21.02	 	 	 	 	 	 	 




     EXH. B-15


     


    

EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


	Loan ID #	Originator/Loan Seller	Mortgagor Name	Guarantor	Letter of Credit	Upfront CapEx Reserve	Upfront Eng. Reserve	Upfront Envir. Reserve
	22	Benefit Street Partners Realty Operating Partnership, L.P.	Channel, Oxn LLC	Zul Azman Amat; NHCA, Inc.	No	$844	$4,000	$0
	23	Column Financial, Inc.	T L O Broomfield Hotel LLC	Lawrence A. Levine; Adam T. Levine	No	$17,126	$0	$0
	24	Benefit Street Partners CRE Finance LLC	CH Shoppes LLC	M & J Wilkow, Ltd.	No	$0	$71,125	$0
	25	Argentic Real Estate Finance LLC	Penn Hills Shopping Center LLC; Four Macs Penn Hills, LLC	Anthony Grosso; Christopher Palermo	No	$15,000	$107,929	$450,000
	26	Argentic Real Estate Finance LLC	SKR Realty LLC; Banyan Hospitality LLC	Kriti Desai; Rajeshkumar Patel	No	$0	$0	$0
	27	Barclays Bank PLC	Timberline Place Apartments, LLC	Anthony J. Francisco; Ryan Y. Francisco; Tanner Bickelhaupt	No	$600,000	$0	$0
	28	Argentic Real Estate Finance LLC	Mountainblue Fadem Realty LLC	Meilech Blumenberg; Avraham Blumenberg; Nachum Dov Magid	No	$200,000	$79,740	$0
	29	Argentic Real Estate Finance LLC	CS 321 East 2nd Investors, LLC; Gramercy 321 East 2nd, LLC	Joshua Roshanzamir; Justin Adelipour	No	$0	$159,390	$0
	30	Natixis Real Estate Capital LLC	111 West Jackson Holdings LLC	Alfons Melohn	No	$0	$0	$0
	31	Argentic Real Estate Finance LLC	The Yard Holdings DE LLC; Atlas/Zimmerman Family DE LLC	Abram Joseph (Abe) Zimmerman; Scott Ungar	No	$0	$0	$0
	32	Argentic Real Estate Finance LLC	SA SBS Myrtle Beach Property Owner, LLC	Emmet Austin; Michael Sullivan; Margaret Austin	No	$0	$4,375	$0
	33	Argentic Real Estate Finance LLC	GED Cashew Partners Delaware LLC	Jonathan Berns; Edward Schwartz; Terence P. Coyne	No	$0	$0	$0
	34	Natixis Real Estate Capital LLC	Embassy Investments XV, LLC	Mohan Bhoola	No	$0	$0	$0
	35	Benefit Street Partners CRE Finance LLC	Ashgrove Apartments Of Jefferson County, Ltd.; Hayfield Park Apartments Of Boone County, Ltd.; Beckford Place Apartments Of The Plains, Ltd.; Camellia Court Apartments Of Columbus, Ltd.; Camellia Court Apartments Of Columbus, II, Ltd.; Forsythia Court Apartments Of Columbus, Ltd.; Meadowood Apartments Of Warrick County, Ltd.; Ridgewood Apartments Of Bedford, Ltd.; Laurelwood Court Apartments Of Bedford, Ltd.; Slate Run Apartments Of Bedford, Ltd.; Foxhaven Apartments Of Stark County, L.L.C.; River Glen Apartments Of Reynoldsburg II LLC; Empirian Carleton Court LLC; CRSI SPV 96, LLC; CRSI SPV 59, LLC; Tabor Ridge Apartments LLC; Elmwoods Apartments Of Marietta, Ltd. (L.P.); A Georgia Limited Partnership; Wood Trail Apartments Of Newnan, Ltd. (L.P.); A Georgia Limited Partnership	Alfons Melohn	No	$0	$987,776	$78,375
	35.01	 	 	 	 	 	 	 
	35.02	 	 	 	 	 	 	 
	35.03	 	 	 	 	 	 	 
	35.04	 	 	 	 	 	 	 
	35.05	 	 	 	 	 	 	 
	35.06	 	 	 	 	 	 	 
	35.07	 	 	 	 	 	 	 
	35.08	 	 	 	 	 	 	 
	35.09	 	 	 	 	 	 	 
	35.10	 	 	 	 	 	 	 
	35.11	 	 	 	 	 	 	 
	35.12	 	 	 	 	 	 	 
	35.13	 	 	 	 	 	 	 
	35.14	 	 	 	 	 	 	 
	35.15	 	 	 	 	 	 	 
	36	Argentic Real Estate Finance LLC	8000-8008 Corporate Drive LLC	Shlomo Bistritzky	No	$0	$172,125	$0
	37	BSPRT Finance, LLC 	Jonesboro Facility Owner LLC	Arnold Gumowitz; Renee Levy; Robert Julius	No	$5,497	$0	$0
	38	Natixis Real Estate Capital LLC	Moonpoint Associates, L.P.	Scott Asner; Michael Gortenburg	No	$0	$592,213	$10,000
	39	Natixis, New York Branch	Starberry LLC	Shawn Brown	No	$0	$16,813	$18,750
	39.01	 	 	 	 	 	 	 
	39.02	 	 	 	 	 	 	 
	39.03	 	 	 	 	 	 	 
	39.04	 	 	 	 	 	 	 
	39.05	 	 	 	 	 	 	 
	40	Natixis, New York Branch	Sir Taj, LLC	Navraj Singh; Paramjit Singh	No	$0	$17,656	$0
	41	Natixis Real Estate Capital LLC	Sukhi Investments, Inc.	Rakesh Patel; Amish Patel	No	$0	$0	$0
	42	Barclays Bank PLC	Virtua 2400 West Marshall Property Owner, LLC	Quynh Palomino; Llyod Kendall	No	$0	$74,250	$0
	43	Natixis Real Estate Capital LLC	West Lake Neptune LLC; West Lake Neptune II LLC	Jaime Weiss	No	$0	$67,500	$100,000
	44	Natixis Real Estate Capital LLC	South Gate Apartments, LLC	Mendi Salijeski; Fikrije Shemo	No	$0	$12,250	$0
	44.01	 	 	 	 	 	 	 
	44.02	 	 	 	 	 	 	 
	44.03	 	 	 	 	 	 	 
	45	Argentic Real Estate Finance LLC	Atlantic/Hembree LLC	James G. Stice	No	$0	$13,750	$0
	46	Argentic Real Estate Finance LLC	Gomel Story Hill LLC	Aaron Weisman; George Lintz	NAP	$0	$60,000	$0
	47	Argentic Real Estate Finance LLC	Touchstone Place DE, LLC; J & J Ventures DE, LLC	Gregory A. Jonson; Heather K. Jonson	No	$100,000	$0	$0
	48	Natixis Real Estate Capital LLC	J-JAS Hotel LLC	Ranjit Gara	No	$0	$32,563	$0
	49	Barclays Bank PLC	Chicago Klee Development Property Owner LLC; Six Corners Property Owner LLC	Menahem Deitcher; Marc Sussman; Joseph Oshinski	No	$0	$3,438	$0
	50	Natixis, New York Branch	DEV Enterprise, Inc.; Shree Investments, LLC	Nishith P. Mehta; Pankaj Mehta	No	$0	$250	$0
	51	Natixis Real Estate Capital LLC	East Coast Portfolio Management LLC	Mendi Salijeski; Fikrije Shemo	No	$0	$20,281	$0
	51.01	 	 	 	 	 	 	 
	51.02	 	 	 	 	 	 	 
	51.03	 	 	 	 	 	 	 
	52	Natixis Real Estate Capital LLC	Schiller Lodgers, L.L.C.	Raed Kammo; Margret B. Kammo	No	$0	$60,145	$0
	53	BSPRT Finance, LLC 	Waramaug Athens LLC 	Paul A. Nussbaum; Leslie Ng	No	$0	$0	$0
	54	Argentic Real Estate Finance LLC	Focus Bridge Fort Wayne, LLC	Jerald Good	No	$0	$5,250	$0
	55	Natixis Real Estate Capital LLC	Circle Property Management, LLC	Mendi Salijeski; Fikrije Shemo	No	$0	$12,188	$0
	56	Natixis Real Estate Capital LLC	SY Property 6112 LLC	Mordecai Mizrahi; Ezra Mizrahi	No	$0	$5,000	$0




     EXH. B-16


     


    

EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


	CSAIL 2018-CX11	 	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Upfront TI/LC Reserve	Upfront RE Tax Reserve	Upfront Ins. Reserve	Upfront Debt Service Reserve	Upfront Other Reserve
	1	Column Financial, Inc.; Citi Real Estate Funding Inc.	ARC GEGRDMI001, LLC; ARC GSIFLMN001, LLC; ARC MKMDNNJ001, LLC; ARC SZPTNNJ001, LLC; ARC CSVBTMI001, LLC; ARG FEMRGWV001, LLC; ARC NNMFBTN001, LLC; ARC FEBHMNY001, LLC; ARC LPSBDIN001, LLC; ARC PNSCRPA001, LLC; ARC CJHSNTX002, LLC; ARC CJHSNTX001, LLC	$0	$0	$0	$0	$0
	1.01	 	 	 	 	 	 	 
	1.02	 	 	 	 	 	 	 
	1.03	 	 	 	 	 	 	 
	1.04	 	 	 	 	 	 	 
	1.05	 	 	 	 	 	 	 
	1.06	 	 	 	 	 	 	 
	1.07	 	 	 	 	 	 	 
	1.08	 	 	 	 	 	 	 
	1.09	 	 	 	 	 	 	 
	1.10	 	 	 	 	 	 	 
	1.11	 	 	 	 	 	 	 
	1.12	 	 	 	 	 	 	 
	2	Column Financial, Inc.	CP Clearwater, LLC	$0	$676,903	$339,017	$0	$0
	3	Natixis Real Estate Capital LLC	One State Street, LLC	$0	$0	$123,489	$0	$20,320,204
	4	Barclays Bank PLC; Citi Real Estate Funding Inc.	AP-Lancaster LLC; AP-25th Street LLC; AP-Palmdale II LLC; AP-Donald Douglas LLC; AP-Aliso Viejo LLC; AP-Anaheim LLC; AP-Atlantic LLC; AP-Cityview LLC; AP-Colton LLC; AP-Commerce LLC; AP-Diamond Bar LLC; AP-Fresno Airport LLC; AP-Fresno Industrial LLC; AP-Garden Grove LLC; AP-Ming LLC; AP-Moreno Valley LLC; AP-Mt. Vernon LLC; AP-Palmdale Place LLC; AP-Palmdale Place II LLC; AP-Sierra LLC; AP-Farrell Ramon LLC; AP-Transpark Office LLC; AP-Upland LLC; AP-Upland Freeway Center LLC; AP-Victorville - Jasmine LLC; AP-Victorville - Village LLC; AP-Victorville - Office LLC	$8,000,000	$0	$0	$0	$3,886,764
	4.01	 	 	 	 	 	 	 
	4.02	 	 	 	 	 	 	 
	4.03	 	 	 	 	 	 	 
	4.04	 	 	 	 	 	 	 
	4.05	 	 	 	 	 	 	 
	4.06	 	 	 	 	 	 	 
	4.07	 	 	 	 	 	 	 
	4.08	 	 	 	 	 	 	 
	4.09	 	 	 	 	 	 	 
	4.10	 	 	 	 	 	 	 
	4.11	 	 	 	 	 	 	 
	4.12	 	 	 	 	 	 	 
	4.13	 	 	 	 	 	 	 
	4.14	 	 	 	 	 	 	 
	4.15	 	 	 	 	 	 	 
	4.16	 	 	 	 	 	 	 
	4.17	 	 	 	 	 	 	 
	4.18	 	 	 	 	 	 	 
	4.19	 	 	 	 	 	 	 
	4.20	 	 	 	 	 	 	 
	4.21	 	 	 	 	 	 	 
	4.22	 	 	 	 	 	 	 
	4.23	 	 	 	 	 	 	 
	4.24	 	 	 	 	 	 	 
	5	Natixis Real Estate Capital LLC	MD Hutch Owner LLC	$450,000	$359,386	$11,022	$0	$82,749
	6	Natixis Real Estate Capital LLC	150 Main Street, L.L.C.	$257,920	$235,702	$15,539	$0	$0
	7	Natixis Real Estate Capital LLC	SG Real Estate LLC	$0	$74,028	$106,410	$0	$0
	8	Natixis Real Estate Capital LLC	DW MLB Owner LLC; DW MLB H Owner LLC	$0	$52,759	$0	$0	$0
	8.01	 	 	 	 	 	 	 
	8.02	 	 	 	 	 	 	 
	9	Barclays Bank PLC; Morgan Stanley Bank, N.A.	MT2 B2 LLC	$27,765,832	$0	$0	$1,000,000	$2,986,310
	10	Barclays Bank PLC	Green Oak Owner 1 LLC	$9,838	$60,954	$0	$0	$27,481
	11	Column Financial, Inc.	11751 Meadowville Owner, LLC; 201 Technology Owner, LLC	$0	$88,724	$10,213	$0	$0
	11.01	 	 	 	 	 	 	 
	11.02	 	 	 	 	 	 	 
	12	Column Financial, Inc.; JPMorgan Chase Bank, National Association; Cantor Commercial Real Estate Lending, L.P.	Lehigh Valley Mall, LLC	$0	$0	$0	$0	$651,533
	13	Natixis Real Estate Capital LLC	JTRE Nomad 8 W 28th LLC	$0	$42,000	$27,300	$0	$407,192
	14	Argentic Real Estate Finance LLC	PCW1 Holdings, LLC; PCW6 Holdings, LLC; PCW8 Holdings, LLC	$800,000	$163,440	$5,326	$0	$0
	14.01	 	 	 	 	 	 	 
	14.02	 	 	 	 	 	 	 
	14.03	 	 	 	 	 	 	 
	15	Natixis Real Estate Capital LLC; UBS AG	CF E 88 LLC; SM E 88 LLC; CF E 86 LLC; SM E 86 LLC; LSG E 86 LLC	$0	$2,724,408	$89,787	$2,000,000	$3,500,000
	15.01	 	 	 	 	 	 	 
	15.02	 	 	 	 	 	 	 
	16	Argentic Real Estate Finance LLC	One Market Center Holdings LLC	$0	$227,862	$14,443	$0	$0
	17	Argentic Real Estate Finance LLC	Garrison West Palm Retail LLC	$0	$140,250	$0	$0	$10,346
	18	Natixis Real Estate Capital LLC	SJHQ Lobby Associates, L.L.C. 	$0	$109,000	$1,249	$0	$0
	19	Natixis Real Estate Capital LLC	Hertz Center at 600 Vine, LLC	$4,500,000	$456,181	$23,308	$0	$361,937
	20	Natixis Real Estate Capital LLC	Jemal’s Popeyes L.L.C.	$0	$0	$8,122	$0	$904,887
	21	Barclays Bank PLC	Summit Ashray Nine, LLC	$0	$46,008	$0	$0	$3,000,000
	21.01	 	 	 	 	 	 	 
	21.02	 	 	 	 	 	 	 




     EXH. B-17


     


    

EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


	Loan ID #	Originator/Loan Seller	Mortgagor Name	Upfront TI/LC Reserve	Upfront RE Tax Reserve	Upfront Ins. Reserve	Upfront Debt Service Reserve	Upfront Other Reserve
	22	Benefit Street Partners Realty Operating Partnership, L.P.	Channel, Oxn LLC	$1,125	$92,683	$2,636	$0	$0
	23	Column Financial, Inc.	T L O Broomfield Hotel LLC	$0	$0	$20,287	$0	$1,726,349
	24	Benefit Street Partners CRE Finance LLC	CH Shoppes LLC	$300,000	$495,998	$33,128	$0	$0
	25	Argentic Real Estate Finance LLC	Penn Hills Shopping Center LLC; Four Macs Penn Hills, LLC	$350,000	$281,326	$26,205	$0	$150,000
	26	Argentic Real Estate Finance LLC	SKR Realty LLC; Banyan Hospitality LLC	$0	$13,267	$50,805	$0	$674,227
	27	Barclays Bank PLC	Timberline Place Apartments, LLC	$0	$31,414	$1,841	$0	$0
	28	Argentic Real Estate Finance LLC	Mountainblue Fadem Realty LLC	$300,000	$67,977	$12,867	$0	$0
	29	Argentic Real Estate Finance LLC	CS 321 East 2nd Investors, LLC; Gramercy 321 East 2nd, LLC	$0	$0	$2,691	$0	$0
	30	Natixis Real Estate Capital LLC	111 West Jackson Holdings LLC	$0	$1,501,023	$184,552	$0	$2,307,274
	31	Argentic Real Estate Finance LLC	The Yard Holdings DE LLC; Atlas/Zimmerman Family DE LLC	$0	$33,259	$26,566	$0	$170,500
	32	Argentic Real Estate Finance LLC	SA SBS Myrtle Beach Property Owner, LLC	$0	$13,583	$22,088	$0	$198,058
	33	Argentic Real Estate Finance LLC	GED Cashew Partners Delaware LLC	$0	$0	$0	$0	$284,913
	34	Natixis Real Estate Capital LLC	Embassy Investments XV, LLC	$0	$51,561	$55,677	$0	$57,019
	35	Benefit Street Partners CRE Finance LLC	Ashgrove Apartments Of Jefferson County, Ltd.; Hayfield Park Apartments Of Boone County, Ltd.; Beckford Place Apartments Of The Plains, Ltd.; Camellia Court Apartments Of Columbus, Ltd.; Camellia Court Apartments Of Columbus, II, Ltd.; Forsythia Court Apartments Of Columbus, Ltd.; Meadowood Apartments Of Warrick County, Ltd.; Ridgewood Apartments Of Bedford, Ltd.; Laurelwood Court Apartments Of Bedford, Ltd.; Slate Run Apartments Of Bedford, Ltd.; Foxhaven Apartments Of Stark County, L.L.C.; River Glen Apartments Of Reynoldsburg II LLC; Empirian Carleton Court LLC; CRSI SPV 96, LLC; CRSI SPV 59, LLC; Tabor Ridge Apartments LLC; Elmwoods Apartments Of Marietta, Ltd. (L.P.); A Georgia Limited Partnership; Wood Trail Apartments Of Newnan, Ltd. (L.P.); A Georgia Limited Partnership	$0	$263,448	$210,417	$0	$0
	35.01	 	 	 	 	 	 	 
	35.02	 	 	 	 	 	 	 
	35.03	 	 	 	 	 	 	 
	35.04	 	 	 	 	 	 	 
	35.05	 	 	 	 	 	 	 
	35.06	 	 	 	 	 	 	 
	35.07	 	 	 	 	 	 	 
	35.08	 	 	 	 	 	 	 
	35.09	 	 	 	 	 	 	 
	35.10	 	 	 	 	 	 	 
	35.11	 	 	 	 	 	 	 
	35.12	 	 	 	 	 	 	 
	35.13	 	 	 	 	 	 	 
	35.14	 	 	 	 	 	 	 
	35.15	 	 	 	 	 	 	 
	36	Argentic Real Estate Finance LLC	8000-8008 Corporate Drive LLC	$250,000	$44,114	$0	$0	$181,487
	37	BSPRT Finance, LLC 	Jonesboro Facility Owner LLC	$0	$0	$0	$0	$0
	38	Natixis Real Estate Capital LLC	Moonpoint Associates, L.P.	$0	$0	$7,491	$0	$0
	39	Natixis, New York Branch	Starberry LLC	$0	$0	$13,824	$0	$38,386
	39.01	 	 	 	 	 	 	 
	39.02	 	 	 	 	 	 	 
	39.03	 	 	 	 	 	 	 
	39.04	 	 	 	 	 	 	 
	39.05	 	 	 	 	 	 	 
	40	Natixis, New York Branch	Sir Taj, LLC	$0	$0	$3,913	$0	$0
	41	Natixis Real Estate Capital LLC	Sukhi Investments, Inc.	$0	$22,341	$11,629	$0	$0
	42	Barclays Bank PLC	Virtua 2400 West Marshall Property Owner, LLC	$1,117,410	$0	$20,878	$0	$225,000
	43	Natixis Real Estate Capital LLC	West Lake Neptune LLC; West Lake Neptune II LLC	$0	$35,523	$4,557	$0	$0
	44	Natixis Real Estate Capital LLC	South Gate Apartments, LLC	$0	$9,625	$41,010	$0	$0
	44.01	 	 	 	 	 	 	 
	44.02	 	 	 	 	 	 	 
	44.03	 	 	 	 	 	 	 
	45	Argentic Real Estate Finance LLC	Atlantic/Hembree LLC	$40,425	$9,954	$3,973	$0	$0
	46	Argentic Real Estate Finance LLC	Gomel Story Hill LLC	$0	$35,685	$23,319	$0	$40,000
	47	Argentic Real Estate Finance LLC	Touchstone Place DE, LLC; J & J Ventures DE, LLC	$0	$27,852	$6,269	$0	$75,000
	48	Natixis Real Estate Capital LLC	J-JAS Hotel LLC	$0	$13,288	$6,214	$0	$41,869
	49	Barclays Bank PLC	Chicago Klee Development Property Owner LLC; Six Corners Property Owner LLC	$0	$13,148	$2,716	$0	$0
	50	Natixis, New York Branch	DEV Enterprise, Inc.; Shree Investments, LLC	$0	$0	$0	$0	$17,407
	51	Natixis Real Estate Capital LLC	East Coast Portfolio Management LLC	$0	$9,725	$37,641	$0	$0
	51.01	 	 	 	 	 	 	 
	51.02	 	 	 	 	 	 	 
	51.03	 	 	 	 	 	 	 
	52	Natixis Real Estate Capital LLC	Schiller Lodgers, L.L.C.	$0	$116,599	$63,881	$0	$157,005
	53	BSPRT Finance, LLC 	Waramaug Athens LLC 	$0	$39,655	$0	$0	$1,149,954
	54	Argentic Real Estate Finance LLC	Focus Bridge Fort Wayne, LLC	$0	$29,356	$17,584	$0	$668,000
	55	Natixis Real Estate Capital LLC	Circle Property Management, LLC	$0	$27,981	$14,988	$0	$0
	56	Natixis Real Estate Capital LLC	SY Property 6112 LLC	$0	$6,455	$781	$0	$0




     EXH. B-18


     


    

EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


	CSAIL 2018-CX11	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 
	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Monthly Capex Reserve	Monthly Envir. Reserve
	1	Column Financial, Inc.; Citi Real Estate Funding Inc.	ARC GEGRDMI001, LLC; ARC GSIFLMN001, LLC; ARC MKMDNNJ001, LLC; ARC SZPTNNJ001, LLC; ARC CSVBTMI001, LLC; ARG FEMRGWV001, LLC; ARC NNMFBTN001, LLC; ARC FEBHMNY001, LLC; ARC LPSBDIN001, LLC; ARC PNSCRPA001, LLC; ARC CJHSNTX002, LLC; ARC CJHSNTX001, LLC	Springing	$0
	1.01	 	 	 	 
	1.02	 	 	 	 
	1.03	 	 	 	 
	1.04	 	 	 	 
	1.05	 	 	 	 
	1.06	 	 	 	 
	1.07	 	 	 	 
	1.08	 	 	 	 
	1.09	 	 	 	 
	1.10	 	 	 	 
	1.11	 	 	 	 
	1.12	 	 	 	 
	2	Column Financial, Inc.	CP Clearwater, LLC	Greater of (i) 1/12 of 4% of gross income from operations from the T12 period and (ii) the amount to be reserved pursuant to the terms of the franchise agreement	$0
	3	Natixis Real Estate Capital LLC	One State Street, LLC	On each Monthly Payment Date commencing as of the Monthly Payment Date occurring in November 2018, Borrower shall deposit with Lender an amount equal to $11,030.54	$0
	4	Barclays Bank PLC; Citi Real Estate Funding Inc.	AP-Lancaster LLC; AP-25th Street LLC; AP-Palmdale II LLC; AP-Donald Douglas LLC; AP-Aliso Viejo LLC; AP-Anaheim LLC; AP-Atlantic LLC; AP-Cityview LLC; AP-Colton LLC; AP-Commerce LLC; AP-Diamond Bar LLC; AP-Fresno Airport LLC; AP-Fresno Industrial LLC; AP-Garden Grove LLC; AP-Ming LLC; AP-Moreno Valley LLC; AP-Mt. Vernon LLC; AP-Palmdale Place LLC; AP-Palmdale Place II LLC; AP-Sierra LLC; AP-Farrell Ramon LLC; AP-Transpark Office LLC; AP-Upland LLC; AP-Upland Freeway Center LLC; AP-Victorville - Jasmine LLC; AP-Victorville - Village LLC; AP-Victorville - Office LLC	$35,400	$0
	4.01	 	 	 	 
	4.02	 	 	 	 
	4.03	 	 	 	 
	4.04	 	 	 	 
	4.05	 	 	 	 
	4.06	 	 	 	 
	4.07	 	 	 	 
	4.08	 	 	 	 
	4.09	 	 	 	 
	4.10	 	 	 	 
	4.11	 	 	 	 
	4.12	 	 	 	 
	4.13	 	 	 	 
	4.14	 	 	 	 
	4.15	 	 	 	 
	4.16	 	 	 	 
	4.17	 	 	 	 
	4.18	 	 	 	 
	4.19	 	 	 	 
	4.20	 	 	 	 
	4.21	 	 	 	 
	4.22	 	 	 	 
	4.23	 	 	 	 
	4.24	 	 	 	 
	5	Natixis Real Estate Capital LLC	MD Hutch Owner LLC	$1,490	$0
	6	Natixis Real Estate Capital LLC	150 Main Street, L.L.C.	$2,414	$0
	7	Natixis Real Estate Capital LLC	SG Real Estate LLC	$1,700	$0
	8	Natixis Real Estate Capital LLC	DW MLB Owner LLC; DW MLB H Owner LLC	4.0% of actual rents for the second prior month	$0
	8.01	 	 	 	 
	8.02	 	 	 	 
	9	Barclays Bank PLC; Morgan Stanley Bank, N.A.	MT2 B2 LLC	$0	$0
	10	Barclays Bank PLC	Green Oak Owner 1 LLC	$3,936	$0
	11	Column Financial, Inc.	11751 Meadowville Owner, LLC; 201 Technology Owner, LLC	$6,163	$0
	11.01	 	 	 	 
	11.02	 	 	 	 
	12	Column Financial, Inc.; JPMorgan Chase Bank, National Association; Cantor Commercial Real Estate Lending, L.P.	Lehigh Valley Mall, LLC	Springing	$0
	13	Natixis Real Estate Capital LLC	JTRE Nomad 8 W 28th LLC	$333	$0
	14	Argentic Real Estate Finance LLC	PCW1 Holdings, LLC; PCW6 Holdings, LLC; PCW8 Holdings, LLC	$3,598	$0
	14.01	 	 	 	 
	14.02	 	 	 	 
	14.03	 	 	 	 
	15	Natixis Real Estate Capital LLC; UBS AG	CF E 88 LLC; SM E 88 LLC; CF E 86 LLC; SM E 86 LLC; LSG E 86 LLC	$0.15 PSF of retail and garage space except the CVS Space as long as the CVS Deposit Waiver Conditions are met; 1/12 of $250 per each free market residential apartment unit	$0
	15.01	 	 	 	 
	15.02	 	 	 	 
	16	Argentic Real Estate Finance LLC	One Market Center Holdings LLC	Springing	$0
	17	Argentic Real Estate Finance LLC	Garrison West Palm Retail LLC	$2,079	$0
	18	Natixis Real Estate Capital LLC	SJHQ Lobby Associates, L.L.C. 	Springing	$0
	19	Natixis Real Estate Capital LLC	Hertz Center at 600 Vine, LLC	$11,578	$0
	20	Natixis Real Estate Capital LLC	Jemal’s Popeyes L.L.C.	$301	$0
	21	Barclays Bank PLC	Summit Ashray Nine, LLC	$20,955	$0
	21.01	 	 	 	 
	21.02	 	 	 	 




     EXH. B-19


     


    

EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


	Loan ID #	Originator/Loan Seller	Mortgagor Name	Monthly Capex Reserve	Monthly Envir. Reserve
	22	Benefit Street Partners Realty Operating Partnership, L.P.	Channel, Oxn LLC	$844	$0
	23	Column Financial, Inc.	T L O Broomfield Hotel LLC	Greater of (i) 4.0% of gross rents for the immediately preceding calendar month and (ii) amounts required to be deposited per the Franchise Agreement	$0
	24	Benefit Street Partners CRE Finance LLC	CH Shoppes LLC	$2,409	$0
	25	Argentic Real Estate Finance LLC	Penn Hills Shopping Center LLC; Four Macs Penn Hills, LLC	$5,466	$0
	26	Argentic Real Estate Finance LLC	SKR Realty LLC; Banyan Hospitality LLC	$5,303	$0
	27	Barclays Bank PLC	Timberline Place Apartments, LLC	$2,083	$0
	28	Argentic Real Estate Finance LLC	Mountainblue Fadem Realty LLC	Springing	$0
	29	Argentic Real Estate Finance LLC	CS 321 East 2nd Investors, LLC; Gramercy 321 East 2nd, LLC	$1,142	$0
	30	Natixis Real Estate Capital LLC	111 West Jackson Holdings LLC	$8,144	$0
	31	Argentic Real Estate Finance LLC	The Yard Holdings DE LLC; Atlas/Zimmerman Family DE LLC	$1,183	$0
	32	Argentic Real Estate Finance LLC	SA SBS Myrtle Beach Property Owner, LLC	$13,221	$0
	33	Argentic Real Estate Finance LLC	GED Cashew Partners Delaware LLC	Springing	$0
	34	Natixis Real Estate Capital LLC	Embassy Investments XV, LLC	4.0% of gross rents for the immediately preceding calendar month	$0
	35	Benefit Street Partners CRE Finance LLC	Ashgrove Apartments Of Jefferson County, Ltd.; Hayfield Park Apartments Of Boone County, Ltd.; Beckford Place Apartments Of The Plains, Ltd.; Camellia Court Apartments Of Columbus, Ltd.; Camellia Court Apartments Of Columbus, II, Ltd.; Forsythia Court Apartments Of Columbus, Ltd.; Meadowood Apartments Of Warrick County, Ltd.; Ridgewood Apartments Of Bedford, Ltd.; Laurelwood Court Apartments Of Bedford, Ltd.; Slate Run Apartments Of Bedford, Ltd.; Foxhaven Apartments Of Stark County, L.L.C.; River Glen Apartments Of Reynoldsburg II LLC; Empirian Carleton Court LLC; CRSI SPV 96, LLC; CRSI SPV 59, LLC; Tabor Ridge Apartments LLC; Elmwoods Apartments Of Marietta, Ltd. (L.P.); A Georgia Limited Partnership; Wood Trail Apartments Of Newnan, Ltd. (L.P.); A Georgia Limited Partnership	$29,800	$0
	35.01	 	 	 	 
	35.02	 	 	 	 
	35.03	 	 	 	 
	35.04	 	 	 	 
	35.05	 	 	 	 
	35.06	 	 	 	 
	35.07	 	 	 	 
	35.08	 	 	 	 
	35.09	 	 	 	 
	35.10	 	 	 	 
	35.11	 	 	 	 
	35.12	 	 	 	 
	35.13	 	 	 	 
	35.14	 	 	 	 
	35.15	 	 	 	 
	36	Argentic Real Estate Finance LLC	8000-8008 Corporate Drive LLC	$1,619	$0
	37	BSPRT Finance, LLC 	Jonesboro Facility Owner LLC	$5,497	$0
	38	Natixis Real Estate Capital LLC	Moonpoint Associates, L.P.	$6,292	$0
	39	Natixis, New York Branch	Starberry LLC	$223	$0
	39.01	 	 	 	 
	39.02	 	 	 	 
	39.03	 	 	 	 
	39.04	 	 	 	 
	39.05	 	 	 	 
	40	Natixis, New York Branch	Sir Taj, LLC	4.0% of gross rents for the immediately preceding calendar month	$0
	41	Natixis Real Estate Capital LLC	Sukhi Investments, Inc.	3.0% of gross rents for the immediately preceding calendar month	$0
	42	Barclays Bank PLC	Virtua 2400 West Marshall Property Owner, LLC	$2,415	$0
	43	Natixis Real Estate Capital LLC	West Lake Neptune LLC; West Lake Neptune II LLC	$600	$0
	44	Natixis Real Estate Capital LLC	South Gate Apartments, LLC	$2,833	$0
	44.01	 	 	 	 
	44.02	 	 	 	 
	44.03	 	 	 	 
	45	Argentic Real Estate Finance LLC	Atlantic/Hembree LLC	$688	$0
	46	Argentic Real Estate Finance LLC	Gomel Story Hill LLC	$3,125	$0
	47	Argentic Real Estate Finance LLC	Touchstone Place DE, LLC; J & J Ventures DE, LLC	6,350.00; Monthly Supplemental FF&E Amount (Commencing on the Payment Date in March 2023 through the Payment Date in March 2026)	$0
	48	Natixis Real Estate Capital LLC	J-JAS Hotel LLC	4.0% of gross rents for the immediately preceding calendar month	$0
	49	Barclays Bank PLC	Chicago Klee Development Property Owner LLC; Six Corners Property Owner LLC	$0	$0
	50	Natixis, New York Branch	DEV Enterprise, Inc.; Shree Investments, LLC	4.0% of gross rents for the immediately preceding calendar month	$0
	51	Natixis Real Estate Capital LLC	East Coast Portfolio Management LLC	$2,478	$0
	51.01	 	 	 	 
	51.02	 	 	 	 
	51.03	 	 	 	 
	52	Natixis Real Estate Capital LLC	Schiller Lodgers, L.L.C.	4.0% of gross rents for the immediately preceding calendar month	$0
	53	BSPRT Finance, LLC 	Waramaug Athens LLC 	Springing	$0
	54	Argentic Real Estate Finance LLC	Focus Bridge Fort Wayne, LLC	$6,109	$0
	55	Natixis Real Estate Capital LLC	Circle Property Management, LLC	$1,021	$0
	56	Natixis Real Estate Capital LLC	SY Property 6112 LLC	$670	$0




     EXH. B-20


     


    

EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


	CSAIL 2018-CX11	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 
	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	 Monthly TI/LC Reserve 	 Monthly RE Tax Reserve 	 Monthly Ins. Reserve 
	1	Column Financial, Inc.; Citi Real Estate Funding Inc.	ARC GEGRDMI001, LLC; ARC GSIFLMN001, LLC; ARC MKMDNNJ001, LLC; ARC SZPTNNJ001, LLC; ARC CSVBTMI001, LLC; ARG FEMRGWV001, LLC; ARC NNMFBTN001, LLC; ARC FEBHMNY001, LLC; ARC LPSBDIN001, LLC; ARC PNSCRPA001, LLC; ARC CJHSNTX002, LLC; ARC CJHSNTX001, LLC	Springing	Springing	Springing
	1.01	 	 	 	 	 
	1.02	 	 	 	 	 
	1.03	 	 	 	 	 
	1.04	 	 	 	 	 
	1.05	 	 	 	 	 
	1.06	 	 	 	 	 
	1.07	 	 	 	 	 
	1.08	 	 	 	 	 
	1.09	 	 	 	 	 
	1.10	 	 	 	 	 
	1.11	 	 	 	 	 
	1.12	 	 	 	 	 
	2	Column Financial, Inc.	CP Clearwater, LLC	$0	$142,506	$37,388
	3	Natixis Real Estate Capital LLC	One State Street, LLC	$51,452	$979,581	$61,744
	4	Barclays Bank PLC; Citi Real Estate Funding Inc.	AP-Lancaster LLC; AP-25th Street LLC; AP-Palmdale II LLC; AP-Donald Douglas LLC; AP-Aliso Viejo LLC; AP-Anaheim LLC; AP-Atlantic LLC; AP-Cityview LLC; AP-Colton LLC; AP-Commerce LLC; AP-Diamond Bar LLC; AP-Fresno Airport LLC; AP-Fresno Industrial LLC; AP-Garden Grove LLC; AP-Ming LLC; AP-Moreno Valley LLC; AP-Mt. Vernon LLC; AP-Palmdale Place LLC; AP-Palmdale Place II LLC; AP-Sierra LLC; AP-Farrell Ramon LLC; AP-Transpark Office LLC; AP-Upland LLC; AP-Upland Freeway Center LLC; AP-Victorville - Jasmine LLC; AP-Victorville - Village LLC; AP-Victorville - Office LLC	Springing	$219,172	Springing
	4.01	 	 	 	 	 
	4.02	 	 	 	 	 
	4.03	 	 	 	 	 
	4.04	 	 	 	 	 
	4.05	 	 	 	 	 
	4.06	 	 	 	 	 
	4.07	 	 	 	 	 
	4.08	 	 	 	 	 
	4.09	 	 	 	 	 
	4.10	 	 	 	 	 
	4.11	 	 	 	 	 
	4.12	 	 	 	 	 
	4.13	 	 	 	 	 
	4.14	 	 	 	 	 
	4.15	 	 	 	 	 
	4.16	 	 	 	 	 
	4.17	 	 	 	 	 
	4.18	 	 	 	 	 
	4.19	 	 	 	 	 
	4.20	 	 	 	 	 
	4.21	 	 	 	 	 
	4.22	 	 	 	 	 
	4.23	 	 	 	 	 
	4.24	 	 	 	 	 
	5	Natixis Real Estate Capital LLC	MD Hutch Owner LLC	Springing	$93,951	Springing
	6	Natixis Real Estate Capital LLC	150 Main Street, L.L.C.	$273	$56,454	Springing
	7	Natixis Real Estate Capital LLC	SG Real Estate LLC	$0	Springing	Springing
	8	Natixis Real Estate Capital LLC	DW MLB Owner LLC; DW MLB H Owner LLC	$0	$26,379	$116,663
	8.01	 	 	 	 	 
	8.02	 	 	 	 	 
	9	Barclays Bank PLC; Morgan Stanley Bank, N.A.	MT2 B2 LLC	Springing	$111,859	Springing
	10	Barclays Bank PLC	Green Oak Owner 1 LLC	$26,241	$60,954	Springing
	11	Column Financial, Inc.	11751 Meadowville Owner, LLC; 201 Technology Owner, LLC	$67,797	$44,362	$5,107
	11.01	 	 	 	 	 
	11.02	 	 	 	 	 
	12	Column Financial, Inc.; JPMorgan Chase Bank, National Association; Cantor Commercial Real Estate Lending, L.P.	Lehigh Valley Mall, LLC	$81,785	Springing	Springing
	13	Natixis Real Estate Capital LLC	JTRE Nomad 8 W 28th LLC	$3,325	$13,981	$2,244
	14	Argentic Real Estate Finance LLC	PCW1 Holdings, LLC; PCW6 Holdings, LLC; PCW8 Holdings, LLC	$17,825	$23,349	$2,663
	14.01	 	 	 	 	 
	14.02	 	 	 	 	 
	14.03	 	 	 	 	 
	15	Natixis Real Estate Capital LLC; UBS AG	CF E 88 LLC; SM E 88 LLC; CF E 86 LLC; SM E 86 LLC; LSG E 86 LLC	$1.00 PSF of retail, except with regard to the CVS Space so long as the CVS Deposit Waiver Conditions are met.	$681,102	$29,929
	15.01	 	 	 	 	 
	15.02	 	 	 	 	 
	16	Argentic Real Estate Finance LLC	One Market Center Holdings LLC	Springing	$37,977	Springing
	17	Argentic Real Estate Finance LLC	Garrison West Palm Retail LLC	$25,111	$23,375	Springing
	18	Natixis Real Estate Capital LLC	SJHQ Lobby Associates, L.L.C. 	Springing	Springing	Springing
	19	Natixis Real Estate Capital LLC	Hertz Center at 600 Vine, LLC	Springing	$152,060	$5,827
	20	Natixis Real Estate Capital LLC	Jemal’s Popeyes L.L.C.	Springing	$13,877	Springing
	21	Barclays Bank PLC	Summit Ashray Nine, LLC	$0	$23,004	Springing
	21.01	 	 	 	 	 
	21.02	 	 	 	 	 




     EXH. B-21


     


    

EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


	Loan ID #	Originator/Loan Seller	Mortgagor Name	 Monthly TI/LC Reserve 	 Monthly RE Tax Reserve 	 Monthly Ins. Reserve 
	22	Benefit Street Partners Realty Operating Partnership, L.P.	Channel, Oxn LLC	$1,125	$23,171	$1,318
	23	Column Financial, Inc.	T L O Broomfield Hotel LLC	$0	$34,625	$3,283
	24	Benefit Street Partners CRE Finance LLC	CH Shoppes LLC	$14,456	$82,666	Springing
	25	Argentic Real Estate Finance LLC	Penn Hills Shopping Center LLC; Four Macs Penn Hills, LLC	Springing	$43,281	$8,735
	26	Argentic Real Estate Finance LLC	SKR Realty LLC; Banyan Hospitality LLC	$0	$13,267	$4,619
	27	Barclays Bank PLC	Timberline Place Apartments, LLC	$0	$7,854	$1,841
	28	Argentic Real Estate Finance LLC	Mountainblue Fadem Realty LLC	Springing	$22,659	$4,289
	29	Argentic Real Estate Finance LLC	CS 321 East 2nd Investors, LLC; Gramercy 321 East 2nd, LLC	Springing	$11,620	$1,345
	30	Natixis Real Estate Capital LLC	111 West Jackson Holdings LLC	$71,860	$300,205	$17,454
	31	Argentic Real Estate Finance LLC	The Yard Holdings DE LLC; Atlas/Zimmerman Family DE LLC	$7,095	$16,629	$3,795
	32	Argentic Real Estate Finance LLC	SA SBS Myrtle Beach Property Owner, LLC	$0	$13,583	$3,681
	33	Argentic Real Estate Finance LLC	GED Cashew Partners Delaware LLC	Springing	Springing	Springing
	34	Natixis Real Estate Capital LLC	Embassy Investments XV, LLC	$0	$10,312	$5,568
	35	Benefit Street Partners CRE Finance LLC	Ashgrove Apartments Of Jefferson County, Ltd.; Hayfield Park Apartments Of Boone County, Ltd.; Beckford Place Apartments Of The Plains, Ltd.; Camellia Court Apartments Of Columbus, Ltd.; Camellia Court Apartments Of Columbus, II, Ltd.; Forsythia Court Apartments Of Columbus, Ltd.; Meadowood Apartments Of Warrick County, Ltd.; Ridgewood Apartments Of Bedford, Ltd.; Laurelwood Court Apartments Of Bedford, Ltd.; Slate Run Apartments Of Bedford, Ltd.; Foxhaven Apartments Of Stark County, L.L.C.; River Glen Apartments Of Reynoldsburg II LLC; Empirian Carleton Court LLC; CRSI SPV 96, LLC; CRSI SPV 59, LLC; Tabor Ridge Apartments LLC; Elmwoods Apartments Of Marietta, Ltd. (L.P.); A Georgia Limited Partnership; Wood Trail Apartments Of Newnan, Ltd. (L.P.); A Georgia Limited Partnership	$0	$75,271	$21,042
	35.01	 	 	 	 	 
	35.02	 	 	 	 	 
	35.03	 	 	 	 	 
	35.04	 	 	 	 	 
	35.05	 	 	 	 	 
	35.06	 	 	 	 	 
	35.07	 	 	 	 	 
	35.08	 	 	 	 	 
	35.09	 	 	 	 	 
	35.10	 	 	 	 	 
	35.11	 	 	 	 	 
	35.12	 	 	 	 	 
	35.13	 	 	 	 	 
	35.14	 	 	 	 	 
	35.15	 	 	 	 	 
	36	Argentic Real Estate Finance LLC	8000-8008 Corporate Drive LLC	$5,833	$11,029	Springing
	37	BSPRT Finance, LLC 	Jonesboro Facility Owner LLC	$0	Springing	Springing
	38	Natixis Real Estate Capital LLC	Moonpoint Associates, L.P.	$0	Springing	$7,491
	39	Natixis, New York Branch	Starberry LLC	$1,489	$7,899	$4,608
	39.01	 	 	 	 	 
	39.02	 	 	 	 	 
	39.03	 	 	 	 	 
	39.04	 	 	 	 	 
	39.05	 	 	 	 	 
	40	Natixis, New York Branch	Sir Taj, LLC	$0	$6,964	$1,957
	41	Natixis Real Estate Capital LLC	Sukhi Investments, Inc.	$0	$11,170	$2,326
	42	Barclays Bank PLC	Virtua 2400 West Marshall Property Owner, LLC	Springing	Springing	Springing
	43	Natixis Real Estate Capital LLC	West Lake Neptune LLC; West Lake Neptune II LLC	$3,997	$17,761	$2,279
	44	Natixis Real Estate Capital LLC	South Gate Apartments, LLC	$0	$4,812	$4,892
	44.01	 	 	 	 	 
	44.02	 	 	 	 	 
	44.03	 	 	 	 	 
	45	Argentic Real Estate Finance LLC	Atlantic/Hembree LLC	$3,438	$3,318	$568
	46	Argentic Real Estate Finance LLC	Gomel Story Hill LLC	$0	$8,921	$2,591
	47	Argentic Real Estate Finance LLC	Touchstone Place DE, LLC; J & J Ventures DE, LLC	$0	$6,760	$2,909
	48	Natixis Real Estate Capital LLC	J-JAS Hotel LLC	$0	$6,644	$1,553
	49	Barclays Bank PLC	Chicago Klee Development Property Owner LLC; Six Corners Property Owner LLC	$0	$13,148	$905
	50	Natixis, New York Branch	DEV Enterprise, Inc.; Shree Investments, LLC	$0	$3,093	$1,640
	51	Natixis Real Estate Capital LLC	East Coast Portfolio Management LLC	$0	$4,863	$4,843
	51.01	 	 	 	 	 
	51.02	 	 	 	 	 
	51.03	 	 	 	 	 
	52	Natixis Real Estate Capital LLC	Schiller Lodgers, L.L.C.	$0	$19,433	$5,749
	53	BSPRT Finance, LLC 	Waramaug Athens LLC 	$0	$6,609	Springing
	54	Argentic Real Estate Finance LLC	Focus Bridge Fort Wayne, LLC	$0	$5,871	$1,758
	55	Natixis Real Estate Capital LLC	Circle Property Management, LLC	$0	$2,332	$1,665
	56	Natixis Real Estate Capital LLC	SY Property 6112 LLC	$0	Springing	$781




     EXH. B-22


     


    

EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


	CSAIL 2018-CX11	 	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	 Monthly Debt Service Reserve 	 Monthly Other Reserve 	Grace (Late Payment)	Cash-Management Account or Lockbox In-place	General Property Type
	1	Column Financial, Inc.; Citi Real Estate Funding Inc.	ARC GEGRDMI001, LLC; ARC GSIFLMN001, LLC; ARC MKMDNNJ001, LLC; ARC SZPTNNJ001, LLC; ARC CSVBTMI001, LLC; ARG FEMRGWV001, LLC; ARC NNMFBTN001, LLC; ARC FEBHMNY001, LLC; ARC LPSBDIN001, LLC; ARC PNSCRPA001, LLC; ARC CJHSNTX002, LLC; ARC CJHSNTX001, LLC	$0	$0	5	In Place	Various
	1.01	 	 	 	 	 	 	Office
	1.02	 	 	 	 	 	 	Office
	1.03	 	 	 	 	 	 	Mixed Use
	1.04	 	 	 	 	 	 	Industrial
	1.05	 	 	 	 	 	 	Industrial
	1.06	 	 	 	 	 	 	Industrial
	1.07	 	 	 	 	 	 	Office
	1.08	 	 	 	 	 	 	Industrial
	1.09	 	 	 	 	 	 	Industrial
	1.10	 	 	 	 	 	 	Mixed Use
	1.11	 	 	 	 	 	 	Office
	1.12	 	 	 	 	 	 	Office
	2	Column Financial, Inc.	CP Clearwater, LLC	$0	Seasonality Reserve: (Springing); Ground Lease Reserve (Springing)	0	In Place	Hotel
	3	Natixis Real Estate Capital LLC	One State Street, LLC	$0	Air Rights Lease Reserve; Debt Service Coverage Cure Reserve (Springing); Material Tenant TI/LC Reserve (Springing); Rent Abatement Reserve (Springing)	0	Springing	Office
	4	Barclays Bank PLC; Citi Real Estate Funding Inc.	AP-Lancaster LLC; AP-25th Street LLC; AP-Palmdale II LLC; AP-Donald Douglas LLC; AP-Aliso Viejo LLC; AP-Anaheim LLC; AP-Atlantic LLC; AP-Cityview LLC; AP-Colton LLC; AP-Commerce LLC; AP-Diamond Bar LLC; AP-Fresno Airport LLC; AP-Fresno Industrial LLC; AP-Garden Grove LLC; AP-Ming LLC; AP-Moreno Valley LLC; AP-Mt. Vernon LLC; AP-Palmdale Place LLC; AP-Palmdale Place II LLC; AP-Sierra LLC; AP-Farrell Ramon LLC; AP-Transpark Office LLC; AP-Upland LLC; AP-Upland Freeway Center LLC; AP-Victorville - Jasmine LLC; AP-Victorville - Village LLC; AP-Victorville - Office LLC	$0	Ground Lease Extension Reserve (Springing), Ground Lease Reserve ($109,872)	0	Springing	Various
	4.01	 	 	 	 	 	 	Retail
	4.02	 	 	 	 	 	 	Office
	4.03	 	 	 	 	 	 	Mixed Use
	4.04	 	 	 	 	 	 	Mixed Use
	4.05	 	 	 	 	 	 	Office
	4.06	 	 	 	 	 	 	Industrial
	4.07	 	 	 	 	 	 	Retail
	4.08	 	 	 	 	 	 	Office
	4.09	 	 	 	 	 	 	Mixed Use
	4.10	 	 	 	 	 	 	Office
	4.11	 	 	 	 	 	 	Retail
	4.12	 	 	 	 	 	 	Office
	4.13	 	 	 	 	 	 	Retail
	4.14	 	 	 	 	 	 	Retail
	4.15	 	 	 	 	 	 	Retail
	4.16	 	 	 	 	 	 	Office
	4.17	 	 	 	 	 	 	Retail
	4.18	 	 	 	 	 	 	Office
	4.19	 	 	 	 	 	 	Retail
	4.20	 	 	 	 	 	 	Retail
	4.21	 	 	 	 	 	 	Industrial
	4.22	 	 	 	 	 	 	Industrial
	4.23	 	 	 	 	 	 	Retail
	4.24	 	 	 	 	 	 	Office
	5	Natixis Real Estate Capital LLC	MD Hutch Owner LLC	$0	Condominium Fee Reserve; Primary Tenant Reserve (Springing); Target Reserve (Springing)	0	Springing	Retail
	6	Natixis Real Estate Capital LLC	150 Main Street, L.L.C.	$0	$0	0	Springing	Multifamily
	7	Natixis Real Estate Capital LLC	SG Real Estate LLC	$0	Primary Tenant Reserve (Springing); Ventilation Work Reserve (Springing)	0	Springing	Other
	8	Natixis Real Estate Capital LLC	DW MLB Owner LLC; DW MLB H Owner LLC	$0	Springing	0	Springing	Hotel
	8.01	 	 	 	 	 	 	Hotel
	8.02	 	 	 	 	 	 	Hotel
	9	Barclays Bank PLC; Morgan Stanley Bank, N.A.	MT2 B2 LLC	Springing	Springing	0	In Place	Office
	10	Barclays Bank PLC	Green Oak Owner 1 LLC	$0	Springing	5	Springing	Retail
	11	Column Financial, Inc.	11751 Meadowville Owner, LLC; 201 Technology Owner, LLC	$0	$0	0	Springing	Office
	11.01	 	 	 	 	 	 	Office
	11.02	 	 	 	 	 	 	Office
	12	Column Financial, Inc.; JPMorgan Chase Bank, National Association; Cantor Commercial Real Estate Lending, L.P.	Lehigh Valley Mall, LLC	$0	$0	0	Springing	Retail
	13	Natixis Real Estate Capital LLC	JTRE Nomad 8 W 28th LLC	$0	Springing	0	Springing	Mixed Use
	14	Argentic Real Estate Finance LLC	PCW1 Holdings, LLC; PCW6 Holdings, LLC; PCW8 Holdings, LLC	$0	Springing	0	Springing	Office
	14.01	 	 	 	 	 	 	Office
	14.02	 	 	 	 	 	 	Office
	14.03	 	 	 	 	 	 	Office
	15	Natixis Real Estate Capital LLC; UBS AG	CF E 88 LLC; SM E 88 LLC; CF E 86 LLC; SM E 86 LLC; LSG E 86 LLC	$0	Springing	0	In Place	Multifamily
	15.01	 	 	 	 	 	 	Multifamily
	15.02	 	 	 	 	 	 	Multifamily
	16	Argentic Real Estate Finance LLC	One Market Center Holdings LLC	$0	$0	0	Springing	Office
	17	Argentic Real Estate Finance LLC	Garrison West Palm Retail LLC	$0	Springing	0	Springing	Retail
	18	Natixis Real Estate Capital LLC	SJHQ Lobby Associates, L.L.C. 	$0	Springing	0	Springing	Office
	19	Natixis Real Estate Capital LLC	Hertz Center at 600 Vine, LLC	$0	Springing	0	In Place	Office
	20	Natixis Real Estate Capital LLC	Jemal’s Popeyes L.L.C.	$0	Springing	0	Springing	Mixed Use
	21	Barclays Bank PLC	Summit Ashray Nine, LLC	$0	$30,223	0	Springing	Hotel
	21.01	 	 	 	 	 	 	Hotel
	21.02	 	 	 	 	 	 	Hotel




     EXH. B-23


     


    

EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


	Loan ID #	Originator/Loan Seller	Mortgagor Name	 Monthly Debt Service Reserve 	 Monthly Other Reserve 	Grace (Late Payment)	Cash-Management Account or Lockbox In-place	General Property Type
	22	Benefit Street Partners Realty Operating Partnership, L.P.	Channel, Oxn LLC	$0	Springing	0	Springing	Retail
	23	Column Financial, Inc.	T L O Broomfield Hotel LLC	$0	Springing	0	Springing	Hotel
	24	Benefit Street Partners CRE Finance LLC	CH Shoppes LLC	$0	Springing	0	Springing	Retail
	25	Argentic Real Estate Finance LLC	Penn Hills Shopping Center LLC; Four Macs Penn Hills, LLC	$0	Springing	0	Springing	Retail
	26	Argentic Real Estate Finance LLC	SKR Realty LLC; Banyan Hospitality LLC	$0	$0	0	Springing	Hotel
	27	Barclays Bank PLC	Timberline Place Apartments, LLC	$0	$0	0	Springing	Multifamily
	28	Argentic Real Estate Finance LLC	Mountainblue Fadem Realty LLC	$0	Springing	0	Springing	Industrial
	29	Argentic Real Estate Finance LLC	CS 321 East 2nd Investors, LLC; Gramercy 321 East 2nd, LLC	$0	Springing	0	Springing	Office
	30	Natixis Real Estate Capital LLC	111 West Jackson Holdings LLC	$0	$0	0	In Place	Office
	31	Argentic Real Estate Finance LLC	The Yard Holdings DE LLC; Atlas/Zimmerman Family DE LLC	$0	$0	0	Springing	Industrial
	32	Argentic Real Estate Finance LLC	SA SBS Myrtle Beach Property Owner, LLC	$0	Springing	0	Springing	Hotel
	33	Argentic Real Estate Finance LLC	GED Cashew Partners Delaware LLC	$0	Springing	0	Springing	Industrial
	34	Natixis Real Estate Capital LLC	Embassy Investments XV, LLC	$0	Seasonality Reserve; Franchise Expiration Reserve (Springing)	0	Springing	Hotel
	35	Benefit Street Partners CRE Finance LLC	Ashgrove Apartments Of Jefferson County, Ltd.; Hayfield Park Apartments Of Boone County, Ltd.; Beckford Place Apartments Of The Plains, Ltd.; Camellia Court Apartments Of Columbus, Ltd.; Camellia Court Apartments Of Columbus, II, Ltd.; Forsythia Court Apartments Of Columbus, Ltd.; Meadowood Apartments Of Warrick County, Ltd.; Ridgewood Apartments Of Bedford, Ltd.; Laurelwood Court Apartments Of Bedford, Ltd.; Slate Run Apartments Of Bedford, Ltd.; Foxhaven Apartments Of Stark County, L.L.C.; River Glen Apartments Of Reynoldsburg II LLC; Empirian Carleton Court LLC; CRSI SPV 96, LLC; CRSI SPV 59, LLC; Tabor Ridge Apartments LLC; Elmwoods Apartments Of Marietta, Ltd. (L.P.); A Georgia Limited Partnership; Wood Trail Apartments Of Newnan, Ltd. (L.P.); A Georgia Limited Partnership	$0	$0	0	Springing	Multifamily
	35.01	 	 	 	 	 	 	Multifamily
	35.02	 	 	 	 	 	 	Multifamily
	35.03	 	 	 	 	 	 	Multifamily
	35.04	 	 	 	 	 	 	Multifamily
	35.05	 	 	 	 	 	 	Multifamily
	35.06	 	 	 	 	 	 	Multifamily
	35.07	 	 	 	 	 	 	Multifamily
	35.08	 	 	 	 	 	 	Multifamily
	35.09	 	 	 	 	 	 	Multifamily
	35.10	 	 	 	 	 	 	Multifamily
	35.11	 	 	 	 	 	 	Multifamily
	35.12	 	 	 	 	 	 	Multifamily
	35.13	 	 	 	 	 	 	Multifamily
	35.14	 	 	 	 	 	 	Multifamily
	35.15	 	 	 	 	 	 	Multifamily
	36	Argentic Real Estate Finance LLC	8000-8008 Corporate Drive LLC	$0	Springing	0	Springing	Office
	37	BSPRT Finance, LLC 	Jonesboro Facility Owner LLC	$0	Springing	0	Springing	Industrial
	38	Natixis Real Estate Capital LLC	Moonpoint Associates, L.P.	$0	$0	0	Springing	Multifamily
	39	Natixis, New York Branch	Starberry LLC	$0	Springing	0	Springing	Various
	39.01	 	 	 	 	 	 	Retail
	39.02	 	 	 	 	 	 	Office
	39.03	 	 	 	 	 	 	Retail
	39.04	 	 	 	 	 	 	Retail
	39.05	 	 	 	 	 	 	Retail
	40	Natixis, New York Branch	Sir Taj, LLC	$0	$0	0	In Place	Hotel
	41	Natixis Real Estate Capital LLC	Sukhi Investments, Inc.	$0	Springing	0	Springing	Hotel
	42	Barclays Bank PLC	Virtua 2400 West Marshall Property Owner, LLC	$0	$0	0	Springing	Industrial
	43	Natixis Real Estate Capital LLC	West Lake Neptune LLC; West Lake Neptune II LLC	$0	Springing	0	Springing	Office
	44	Natixis Real Estate Capital LLC	South Gate Apartments, LLC	$0	$0	0	Springing	Multifamily
	44.01	 	 	 	 	 	 	Multifamily
	44.02	 	 	 	 	 	 	Multifamily
	44.03	 	 	 	 	 	 	Multifamily
	45	Argentic Real Estate Finance LLC	Atlantic/Hembree LLC	$0	$0	0	Springing	Industrial
	46	Argentic Real Estate Finance LLC	Gomel Story Hill LLC	$0	$4,583	0	Springing	Multifamily
	47	Argentic Real Estate Finance LLC	Touchstone Place DE, LLC; J & J Ventures DE, LLC	$0	Springing	0	Springing	Hotel
	48	Natixis Real Estate Capital LLC	J-JAS Hotel LLC	$0	Seasonality Reserve; Franchise Expiration Reserve (Springing)	0	Springing	Hotel
	49	Barclays Bank PLC	Chicago Klee Development Property Owner LLC; Six Corners Property Owner LLC	$0	$6,250	0	Springing	Mixed Use
	50	Natixis, New York Branch	DEV Enterprise, Inc.; Shree Investments, LLC	$0	Seasonality Reserve; Franchise Expiration Reserve (Springing)	0	Springing	Hotel
	51	Natixis Real Estate Capital LLC	East Coast Portfolio Management LLC	$0	$0	0	Springing	Multifamily
	51.01	 	 	 	 	 	 	Multifamily
	51.02	 	 	 	 	 	 	Multifamily
	51.03	 	 	 	 	 	 	Multifamily
	52	Natixis Real Estate Capital LLC	Schiller Lodgers, L.L.C.	$0	Seasonality Reserve; Franchise Termination Reserve (Springing)	0	Springing	Hotel
	53	BSPRT Finance, LLC 	Waramaug Athens LLC 	$0	Springing	0	Springing	Hotel
	54	Argentic Real Estate Finance LLC	Focus Bridge Fort Wayne, LLC	$0	$0	0	Springing	Hotel
	55	Natixis Real Estate Capital LLC	Circle Property Management, LLC	$0	$0	0	Springing	Multifamily
	56	Natixis Real Estate Capital LLC	SY Property 6112 LLC	$0	Springing	0	Springing	Retail




     EXH. B-24


     


    

EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


	CSAIL 2018-CX11	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 
	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Defeasance Allowed	Final Maturity Date
	1	Column Financial, Inc.; Citi Real Estate Funding Inc.	ARC GEGRDMI001, LLC; ARC GSIFLMN001, LLC; ARC MKMDNNJ001, LLC; ARC SZPTNNJ001, LLC; ARC CSVBTMI001, LLC; ARG FEMRGWV001, LLC; ARC NNMFBTN001, LLC; ARC FEBHMNY001, LLC; ARC LPSBDIN001, LLC; ARC PNSCRPA001, LLC; ARC CJHSNTX002, LLC; ARC CJHSNTX001, LLC	No	11/6/2027
	1.01	 	 	 	 
	1.02	 	 	 	 
	1.03	 	 	 	 
	1.04	 	 	 	 
	1.05	 	 	 	 
	1.06	 	 	 	 
	1.07	 	 	 	 
	1.08	 	 	 	 
	1.09	 	 	 	 
	1.10	 	 	 	 
	1.11	 	 	 	 
	1.12	 	 	 	 
	2	Column Financial, Inc.	CP Clearwater, LLC	Yes	3/6/2028
	3	Natixis Real Estate Capital LLC	One State Street, LLC	Yes	12/6/2027
	4	Barclays Bank PLC; Citi Real Estate Funding Inc.	AP-Lancaster LLC; AP-25th Street LLC; AP-Palmdale II LLC; AP-Donald Douglas LLC; AP-Aliso Viejo LLC; AP-Anaheim LLC; AP-Atlantic LLC; AP-Cityview LLC; AP-Colton LLC; AP-Commerce LLC; AP-Diamond Bar LLC; AP-Fresno Airport LLC; AP-Fresno Industrial LLC; AP-Garden Grove LLC; AP-Ming LLC; AP-Moreno Valley LLC; AP-Mt. Vernon LLC; AP-Palmdale Place LLC; AP-Palmdale Place II LLC; AP-Sierra LLC; AP-Farrell Ramon LLC; AP-Transpark Office LLC; AP-Upland LLC; AP-Upland Freeway Center LLC; AP-Victorville - Jasmine LLC; AP-Victorville - Village LLC; AP-Victorville - Office LLC	Yes	2/6/2028
	4.01	 	 	 	 
	4.02	 	 	 	 
	4.03	 	 	 	 
	4.04	 	 	 	 
	4.05	 	 	 	 
	4.06	 	 	 	 
	4.07	 	 	 	 
	4.08	 	 	 	 
	4.09	 	 	 	 
	4.10	 	 	 	 
	4.11	 	 	 	 
	4.12	 	 	 	 
	4.13	 	 	 	 
	4.14	 	 	 	 
	4.15	 	 	 	 
	4.16	 	 	 	 
	4.17	 	 	 	 
	4.18	 	 	 	 
	4.19	 	 	 	 
	4.20	 	 	 	 
	4.21	 	 	 	 
	4.22	 	 	 	 
	4.23	 	 	 	 
	4.24	 	 	 	 
	5	Natixis Real Estate Capital LLC	MD Hutch Owner LLC	Yes	4/5/2028
	6	Natixis Real Estate Capital LLC	150 Main Street, L.L.C.	Yes	8/5/2027
	7	Natixis Real Estate Capital LLC	SG Real Estate LLC	Yes	4/5/2025
	8	Natixis Real Estate Capital LLC	DW MLB Owner LLC; DW MLB H Owner LLC	Yes	12/5/2027
	8.01	 	 	 	 
	8.02	 	 	 	 
	9	Barclays Bank PLC; Morgan Stanley Bank, N.A.	MT2 B2 LLC	Yes	12/6/2027
	10	Barclays Bank PLC	Green Oak Owner 1 LLC	Yes	3/6/2028
	11	Column Financial, Inc.	11751 Meadowville Owner, LLC; 201 Technology Owner, LLC	No	11/6/2024
	11.01	 	 	 	 
	11.02	 	 	 	 
	12	Column Financial, Inc.; JPMorgan Chase Bank, National Association; Cantor Commercial Real Estate Lending, L.P.	Lehigh Valley Mall, LLC	Yes	11/1/2027
	13	Natixis Real Estate Capital LLC	JTRE Nomad 8 W 28th LLC	Yes	9/6/2027
	14	Argentic Real Estate Finance LLC	PCW1 Holdings, LLC; PCW6 Holdings, LLC; PCW8 Holdings, LLC	Yes	2/6/2023
	14.01	 	 	 	 
	14.02	 	 	 	 
	14.03	 	 	 	 
	15	Natixis Real Estate Capital LLC; UBS AG	CF E 88 LLC; SM E 88 LLC; CF E 86 LLC; SM E 86 LLC; LSG E 86 LLC	Yes	10/6/2022
	15.01	 	 	 	 
	15.02	 	 	 	 
	16	Argentic Real Estate Finance LLC	One Market Center Holdings LLC	Yes	3/6/2028
	17	Argentic Real Estate Finance LLC	Garrison West Palm Retail LLC	Yes	4/6/2028
	18	Natixis Real Estate Capital LLC	SJHQ Lobby Associates, L.L.C. 	Yes	1/5/2038
	19	Natixis Real Estate Capital LLC	Hertz Center at 600 Vine, LLC	Yes	9/5/2027
	20	Natixis Real Estate Capital LLC	Jemal’s Popeyes L.L.C.	Yes	9/5/2027
	21	Barclays Bank PLC	Summit Ashray Nine, LLC	Yes	3/6/2028
	21.01	 	 	 	 
	21.02	 	 	 	 




     EXH. B-25


     


    

EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


	Loan ID #	Originator/Loan Seller	Mortgagor Name	Defeasance Allowed	Final Maturity Date
	22	Benefit Street Partners Realty Operating Partnership, L.P.	Channel, Oxn LLC	Yes	4/6/2028
	23	Column Financial, Inc.	T L O Broomfield Hotel LLC	Yes	3/6/2028
	24	Benefit Street Partners CRE Finance LLC	CH Shoppes LLC	Yes	2/6/2027
	25	Argentic Real Estate Finance LLC	Penn Hills Shopping Center LLC; Four Macs Penn Hills, LLC	Yes	2/6/2028
	26	Argentic Real Estate Finance LLC	SKR Realty LLC; Banyan Hospitality LLC	Yes	4/6/2028
	27	Barclays Bank PLC	Timberline Place Apartments, LLC	Yes	4/6/2028
	28	Argentic Real Estate Finance LLC	Mountainblue Fadem Realty LLC	Yes	3/6/2028
	29	Argentic Real Estate Finance LLC	CS 321 East 2nd Investors, LLC; Gramercy 321 East 2nd, LLC	Yes	2/6/2028
	30	Natixis Real Estate Capital LLC	111 West Jackson Holdings LLC	Yes	12/5/2027
	31	Argentic Real Estate Finance LLC	The Yard Holdings DE LLC; Atlas/Zimmerman Family DE LLC	Yes	2/6/2028
	32	Argentic Real Estate Finance LLC	SA SBS Myrtle Beach Property Owner, LLC	Yes	1/6/2028
	33	Argentic Real Estate Finance LLC	GED Cashew Partners Delaware LLC	Yes	2/6/2033
	34	Natixis Real Estate Capital LLC	Embassy Investments XV, LLC	Yes	3/5/2028
	35	Benefit Street Partners CRE Finance LLC	Ashgrove Apartments Of Jefferson County, Ltd.; Hayfield Park Apartments Of Boone County, Ltd.; Beckford Place Apartments Of The Plains, Ltd.; Camellia Court Apartments Of Columbus, Ltd.; Camellia Court Apartments Of Columbus, II, Ltd.; Forsythia Court Apartments Of Columbus, Ltd.; Meadowood Apartments Of Warrick County, Ltd.; Ridgewood Apartments Of Bedford, Ltd.; Laurelwood Court Apartments Of Bedford, Ltd.; Slate Run Apartments Of Bedford, Ltd.; Foxhaven Apartments Of Stark County, L.L.C.; River Glen Apartments Of Reynoldsburg II LLC; Empirian Carleton Court LLC; CRSI SPV 96, LLC; CRSI SPV 59, LLC; Tabor Ridge Apartments LLC; Elmwoods Apartments Of Marietta, Ltd. (L.P.); A Georgia Limited Partnership; Wood Trail Apartments Of Newnan, Ltd. (L.P.); A Georgia Limited Partnership	Yes	6/6/2027
	35.01	 	 	 	 
	35.02	 	 	 	 
	35.03	 	 	 	 
	35.04	 	 	 	 
	35.05	 	 	 	 
	35.06	 	 	 	 
	35.07	 	 	 	 
	35.08	 	 	 	 
	35.09	 	 	 	 
	35.10	 	 	 	 
	35.11	 	 	 	 
	35.12	 	 	 	 
	35.13	 	 	 	 
	35.14	 	 	 	 
	35.15	 	 	 	 
	36	Argentic Real Estate Finance LLC	8000-8008 Corporate Drive LLC	Yes	3/6/2028
	37	BSPRT Finance, LLC 	Jonesboro Facility Owner LLC	Yes	4/6/2028
	38	Natixis Real Estate Capital LLC	Moonpoint Associates, L.P.	Yes	3/5/2028
	39	Natixis, New York Branch	Starberry LLC	Yes	12/5/2027
	39.01	 	 	 	 
	39.02	 	 	 	 
	39.03	 	 	 	 
	39.04	 	 	 	 
	39.05	 	 	 	 
	40	Natixis, New York Branch	Sir Taj, LLC	Yes	3/5/2028
	41	Natixis Real Estate Capital LLC	Sukhi Investments, Inc.	Yes	3/5/2028
	42	Barclays Bank PLC	Virtua 2400 West Marshall Property Owner, LLC	Yes	3/6/2023
	43	Natixis Real Estate Capital LLC	West Lake Neptune LLC; West Lake Neptune II LLC	Yes	12/5/2027
	44	Natixis Real Estate Capital LLC	South Gate Apartments, LLC	Yes	2/5/2028
	44.01	 	 	 	 
	44.02	 	 	 	 
	44.03	 	 	 	 
	45	Argentic Real Estate Finance LLC	Atlantic/Hembree LLC	No	2/6/2028
	46	Argentic Real Estate Finance LLC	Gomel Story Hill LLC	Yes	4/6/2028
	47	Argentic Real Estate Finance LLC	Touchstone Place DE, LLC; J & J Ventures DE, LLC	Yes	2/6/2028
	48	Natixis Real Estate Capital LLC	J-JAS Hotel LLC	Yes	12/5/2027
	49	Barclays Bank PLC	Chicago Klee Development Property Owner LLC; Six Corners Property Owner LLC	Yes	2/6/2028
	50	Natixis, New York Branch	DEV Enterprise, Inc.; Shree Investments, LLC	Yes	12/5/2027
	51	Natixis Real Estate Capital LLC	East Coast Portfolio Management LLC	Yes	2/5/2028
	51.01	 	 	 	 
	51.02	 	 	 	 
	51.03	 	 	 	 
	52	Natixis Real Estate Capital LLC	Schiller Lodgers, L.L.C.	Yes	1/5/2027
	53	BSPRT Finance, LLC 	Waramaug Athens LLC 	No	3/6/2028
	54	Argentic Real Estate Finance LLC	Focus Bridge Fort Wayne, LLC	Yes	2/6/2028
	55	Natixis Real Estate Capital LLC	Circle Property Management, LLC	Yes	12/5/2027
	56	Natixis Real Estate Capital LLC	SY Property 6112 LLC	Yes	11/5/2027




     EXH. B-26


     


    





 


EXHIBIT
C


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 


Wells
Fargo Bank, National Association

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479


Attention:
Certificate Transfer Services (CMBS) – CSAIL 2018-CX11


 


Credit
Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	Transfer
                                         of CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
                                         Series 2018-CX11



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, LNR Partners, 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 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2018-CX11 (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 



 





 



* Purchaser must include one of
the following two certifications.


 






    Exhibit C-1


     


    

 


	 	 	all
                                         of the equity owners come within such paragraphs and has such knowledge and experience
                                         in financial and business matters as to be capable of evaluating the 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 any 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 Offering Circular and the Final Offering Circular 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 FOR TRANSFERS OF CLASS R CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor


MAC:
N9300-070 


Minneapolis,
Minnesota 55479


Attention:
Corporate Transfer Services (CMBS) – CSAIL 2018-CX11


 


		Re:	CSAIL
                                         2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2018-CX11 (the “Certificates”) issued pursuant to the Pooling and
                                         Servicing Agreement (the “Pooling and Servicing Agreement”), dated
                                         as of April 1, 2018, by and among Credit Suisse Commercial Mortgage Securities Corp.,
                                         as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as
                                         Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
                                         and as Trustee, LNR Partners, 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”


 



    Exhibit D-1-1


     


    

 


is any of the
following: (i) the United States, any State or political subdivision thereof, any possession of the United States or any
agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities
are subject to tax and, 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 and (v) 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


 






    Exhibit D-1-2


     


    

 


(iii)     the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 


For
purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b)
of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in
Section 11(b) of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code
in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate)
and (ii) present values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by the Purchaser.


 


☐       The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)       the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as
to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)      at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)     the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of 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


 






    Exhibit D-1-3


     


    

 


it
will not consummate any such transfer if it knows or believes that any representation contained in such affidavit and agreement
is false.


 


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 FOR TRANSFERS OF CLASS R CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor


MAC:
N9300-070 


Minneapolis,
Minnesota 55479


Attention:
Certificate Transfer Services (CMBS) – CSAIL 2018-CX11


 


		Re:	CSAIL
                                         2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2018-CX11 (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 April 1, 2018 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial
Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, LNR Partners, 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


 



    Exhibit D-2-1


     


    

 


respected
for United States income tax purposes (and the Transferor may continue to be liable for United States income taxes associated
therewith) unless the Transferor has conducted such an investigation.


	 	 	 
	 	Very
truly yours,
	 	 
	 	(Transferor)
	 	 
	 	By:	 
	 	 	Name:
Title:



 





    Exhibit D-2-2


     


    

 


EXHIBIT
D-3


 


[RESERVED]


 




    Exhibit D-3-1


     


    

 


EXHIBIT
D-4


 


[RESERVED]


 




    Exhibit D-4-1


     


    

 


EXHIBIT
D-5


 


Form
of Transferee CERTIFICATE FOR TRANSFERS 

OF The HRR Certificates


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


Wells Fargo Center


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Risk Retention Custody
(CMBS) – CSAIL 2018-CX11


 


Argentic Real Estate Finance LLC


as Retaining Sponsor


40 West 57th Street, 29th Floor


New York, New York 10019


Attention: Michael Schulte


Facsimile No.: (646) 560-1745


 


Credit Suisse Commercial Mortgage
Securities Corp.


11 Madison Avenue


New York, New York 10010


Attention: Chuck Lee


 


		Re:	CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2018-CX11 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the
“Pooling and Servicing Agreement”), dated as of April 1, 2018, by and among Credit Suisse Commercial Mortgage
Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator and as Trustee, LNR Partners, LLC, as Special Servicer, and Park
Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor



 


[_____] (the “Purchaser”)
hereby certifies, represents and warrants to each of the addressees hereto:


 


		1.	The Purchaser is acquiring (the “Transfer”) $[_____] aggregate Certificate Balance
of the Class [E-RR][F-RR][G-RR][NR-RR] Certificates from [_____] (the “Transferor”).



 


		2.	The Purchaser is aware that the Certificate Registrar will not register any transfer of any portion
of the HRR Certificates by the Transferor unless the Purchaser, or such 



 






    Exhibit D-5-1


     


    

 


Purchaser’s agent, delivers to the Certificate Registrar,
among other things, a certificate in substantially the same form as this certificate. The Purchaser expressly agrees that it will
not consummate any such transfer if it knows or believes that any representation contained in such certificate is false.


 


		3.	The Transfer is in compliance with any applicable credit risk retention agreement in effect between
the Retaining Sponsor and the Transferor (the “Risk Retention Agreement”).



 


		4.	If the Purchaser is an insurance company general account relying on PTCE 95-60 to cover its acquisition
of the HRR Certificates, (a) all of the conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to the acquisition
of the HRR Certificates and (b) the acquisition of the HRR Certificates will be effected through Credit Suisse Securities (USA)
LLC, Natixis Securities Americas LLC, Barclays Capital Inc. and/or an Affiliate of either entity.



 


		5.	Check one of the following:



 


☐            The
Purchaser certifies, represents and warrants to each of the addressees hereto that:


 


		A.	It is a “majority-owned affiliate”, as such term is defined in the Credit Risk Retention
Rules, of the Transferor (a “Majority-owned Affiliate”).



 


		B.	It is not acquiring the HRR Certificates as a nominee, trustee or agent for any person that is
not a Majority-owned Affiliate, and that for so long as it retains its interest in the HRR Certificates, it will remain a Majority-owned
Affiliate.



 


		C.	It will deliver a joinder agreement substantially in the form attached to the Risk Retention Agreement
pursuant to which it has agreed to be bound by the terms of the Risk Retention Agreement to the same extent as if it was the Transferor
itself.



 


☐              The
Transfer will occur on and after the fifth anniversary of the Closing Date, and the Purchaser certifies, represents and warrants
to each of the addressees hereto that:


 


		A.	It will execute and deliver to the Retaining Sponsor a new credit risk retention agreement in accordance
with the Risk Retention Agreement.



 


		B.	If required by the Retaining Sponsor, an affiliate of the Purchaser will execute and deliver a
guaranty, if required under the Risk Retention Agreement.



 


		C.	It will comply with any additional requirements and satisfy any additional conditions set forth
under the Risk Retention Agreement



 






    Exhibit D-5-2


     


    

 


applicable to the Transfer and the Purchaser as a subsequent Third Party Purchaser.


 


☐              The
Transfer will occur after the termination of the Transfer Restriction Period.


 


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 senior officer this ___day of _________,
20__.


 





	 	By:
                                         

	 
	 	 	Name:

Title:




 


CONSENT TO TRANSFER:


 


RETAINING SPONSOR


	 	 





By:

Name:

Title:


Email:


 




    Exhibit D-5-3


     


    

 


EXHIBIT
D-6


 


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS


OF HRR CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


Wells Fargo Center


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Risk Retention Custody
(CMBS) – CSAIL 2018-CX11


 


Argentic Real Estate Finance LLC


as Retaining Sponsor


40 West 57th Street, 29th Floor


New York, New York 10019


Attention: Michael Schulte


Facsimile No.: (646) 560-1745


 


Credit Suisse Commercial Mortgage
Securities Corp.


11 Madison Avenue


New York, New York 10010


Attention: Chuck Lee


 


		Re:	CSAIL 2018-CX11
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-CX11 (the “Certificates”)



 


Ladies and Gentlemen:


 


This is delivered to
you in connection with the transfer (the “Transfer”) by [______] (the “Transferor”) to [______]
(the “Transferee”) of [$[_____] aggregate Certificate Balance of the Class [E-RR][F-RR][G-RR][NR-RR] Certificates].
The Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, LNR Partners, 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 that:


 






    Exhibit D-6-1


     


    

 


		1.	The Transfer is in compliance with any applicable credit risk retention agreement in effect between
the Retaining Sponsor and the Transferor (the “Risk Retention Agreement”) and the Pooling and Servicing Agreement.



 


		2.	If the Transferee is an insurance company general account relying on PTCE 95-60 to cover its acquisition
of the HRR Certificates, to the Transferor’s knowledge (a) all of the conditions of Parts I and III of PTCE 95-60 will be
satisfied with respect to the acquisition of the HRR Certificates and (b) the acquisition of the HRR Certificates will be effected
through either Credit Suisse Securities (USA) LLC, Natixis Securities Americas LLC, Barclays Capital Inc. and/or an Affiliate of
either entity.



 


		3.	Check one of the following:



 


☐            The
Transferor certifies, represents and warrants to you that:


 


		A.	The Transferee is a “majority-owned affiliate”, as such term is defined in the Credit
Risk Retention Rules, of the Transferor (a “Majority-owned Affiliate”).



 


		B.	The Transferor has satisfied all of the conditions under the Risk Retention Agreement applicable
to transfers by the Transferor to a Majority-owned Affiliate.



 


☐              The
Transfer will occur on and after the fifth anniversary of the Closing Date, and the Transferor certifies, represents and warrants
to you that:


 


		A.	The Transferor has satisfied all of the conditions under the Risk Retention Agreement applicable
to transfers by the Transferor to subsequent Third Party Purchasers.



 


☐              The
Transfer will occur after the termination of the Transfer Restriction Period.


 


		4.	The Transferor certifies, represents and warrants to you that the Transferor has provided notice
of the Transfer to the Retaining Sponsor and [check one of the following]:



 


☐            The
Retaining Sponsor has consented to the Transfer, a copy of which is attached hereto.


 


☐            At
least ten (10) Business Days have passed since the Retaining Sponsor’s receipt of such written notice, and the Sponsor has
not responded to the Transferor.


 


		5.	The Transferor understands that the Transferee has delivered to you a Transferee Certificate in
the form attached to the Pooling and Servicing Agreement as Exhibit D-5. The Transferor does not know or believe that any
representation contained therein is false.



 






    Exhibit D-6-2


     


    

 


IN WITNESS WHEREOF, the
Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________,
20__.


 


	 	[TRANSFEROR]


	 	 	 
	 	By:
                                         

	 
	 	 	Name:

Title:




 


CONSENT TO TRANSFER:


 


RETAINING SPONSOR


	 	 


By:

Name:

Title:


Email:


 




    Exhibit D-6-3


     


    

 


EXHIBIT D-7


 


FORM OF REQUEST OF RETAINING SPONSOR
CONSENT FOR RELEASE OF THE HRR CERTIFICATES


 


[Date]


TO BE SENT BY ELECTRONIC MAIL TO THE CERTIFICATE
ADMINISTRATOR BY RETAINING PARTY


Wells Fargo Bank, National Association


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Risk Retention Custody (CMBS)
– CSAIL 2018-CX11


Email: RiskRetentionCustody@wellsfargo.com


 


TO BE SENT BY ELECTRONIC MAIL TO THE RETAINING
SPONSOR BY RETAINING PARTY


 


Argentic Real Estate Finance LLC


as Retaining Sponsor


40 West 57th Street, 29th Floor


New York, New York 10019


Attention: Michael Schulte


Facsimile No.: (646) 560-1745


 


Credit Suisse Commercial Mortgage Securities
Corp.


11 Madison Avenue


New York, New York 10010


Attention: Chuck Lee


 


CSAIL
Mortgage Securities Trust 2018-CX11, Commercial Mortgage Pass-Through Certificates, Series 2018-CX11 (the “Certificates”)


 


Ladies and Gentlemen:


 


This is delivered to
you in connection with the release (the “Release”) of $[_____] aggregate Certificate Balance of the Class [E-RR][F-RR][G-RR][NR-RR]
Certificates from the Retained Certificate Safekeeping Account.


 


The Certificates were
issued pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, LNR Partners,
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.


 






    Exhibit D-7-1


     


    

 


The Retaining Party
hereby requests your written consent to the Release.


 




    Exhibit D-7-2


     


    

 





	 	Sincerely,


	 	 
	 	[RETAINING PARTY]
	 	 	 
	 	By:
                                         

	 
	 	 	Name:

Title:




 


CONSENT TO RELEASE:


 


RETAINING SPONSOR


	 	 





By:

Name:

Title:


Email:


 




    Exhibit D-7-3


     


    

 


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:	
        1055 10th Ave SE

        Minneapolis, Minnesota 55414

        Attention: Document Custody Group CSAIL 2018-CX11 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 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2018-CX11


 


The undersigned [Master
Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian (the “Custodian”)
on behalf of Wells Fargo Bank, National Association, as Trustee (the “Trustee”), for the Holders of CSAIL 2018-CX11
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2018-CX11, 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 April 1, 2018, by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator and as Trustee, LNR Partners, 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


600 South 4th Street,
7th Floor


MAC: N9300-070


Minneapolis, Minnesota 55479


Attention: Certificate Transfer
Services (CMBS) – CSAIL 2018-CX11


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	Transfer of CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2018-CX11



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase US$[___] aggregate Certificate Balance in the CSAIL 2018-CX11 Commercial Mortgage
Trust, Commercial Mortgage Pass Through Certificates, Series 2018-CX11, Class [F-RR][G-RR][NR-RR] Certificates issued pursuant
to that certain Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, LNR Partners,
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


 



    Exhibit F-1-1


     


    

 


Plan
or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA), other
than an insurance company using the assets of its “insurance company general 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, the Asset Representation Reviewer or the Depositor to any obligation or liability (including
obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in the
Pooling and Servicing Agreement, which Opinion of Counsel shall not be at the expense of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Initial
Purchasers or the Trust Fund.


 


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the [__] day of [____], 20[__].


 


	 	Very truly yours,


	 	 
	 	[The Purchaser]
	 	 
	 	By:
                                         

	 
	 	 	Name:

Title:




 


Date: _________


 




    Exhibit F-1-2


     


    

 


EXHIBIT
F-2


 


Form
of ERISA Representation Letter

regarding CLASS R AND class Z CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Administrator


600 South 4th Street,
7th Floor


MAC: N9300-070


Minneapolis, Minnesota 55479


Attention: Certificate Transfer
Services (CMBS) – CSAIL 2018-CX11


 


[Transferor]


[______]


[______]


Attention: [______]


 


		Re:	CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2018-CX11



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [US$[___] aggregate Certificate Balance][[__]% Percentage Interest] in the
CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2018-CX11, Class [R][Z] Certificates
(the “Class [R][Z] Certificate”) issued pursuant to that certain Pooling and Servicing Agreement dated as of
April 1, 2018 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator and as Trustee, LNR Partners, 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][Z] Certificate, the Purchaser
is not an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended
(the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that is subject to
any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar
Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan
(including any entity whose underlying assets include Plan assets by reason of investment in the entity by such a Plan


 



    Exhibit F-2-1


     


    

 


or Plans
and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such
Class [R][Z] Certificate.


 


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 “Wells Fargo Bank, National Association, as Trustee for the registered
holders of CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2018-CX11” (the
“Assignee”), having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust
Services (CMBS), CSAIL 2018-CX11, 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


600 South 4th Street,
7th Floor


MAC: N9300-070


Minneapolis, Minnesota 55479


Attention: Certificate Transfer
Services (CMBS) – CSAIL 2018-CX11


 


		Re:	CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2018-CX11, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling and Servicing Agreement”), by
and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, LNR Partners,
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:


 


 


 






 


		*	Select appropriate
                                         depository.



 



    Exhibit I-1


     


    

 


(1)       the
offer of the Certificates was not made to a person in the United States;


 


[(2)      at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(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


600 South 4th Street,
7th Floor


MAC: N9300-070


Minneapolis, Minnesota 55479


Attention: Certificate Transfer
Services (CMBS) – CSAIL 2018-CX11


 


		Re:	CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2018-CX11, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling and Servicing Agreement”), by
and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, LNR Partners,
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


600 South 4th Street,
7th Floor


MAC: N9300-070


Minneapolis, Minnesota 55479


Attention: Certificate Transfer
Services (CMBS) – CSAIL 2018-CX11


 


		Re:	CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2018-CX11, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling and Servicing Agreement”), by
and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, LNR Partners,
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


 





 



 


		*	Select appropriate
                                         depository.



 



    Exhibit K-1


     


    

 


Rule 144A and in accordance with any applicable securities laws of any state of the United States or other
applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, 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


600 South 4th Street,
7th Floor


MAC: N9300-070


Minneapolis, Minnesota 55479


Attention: Certificate Transfer
Services (CMBS) – CSAIL 2018-CX11


 


		Re:	CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2018-CX11, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling and Servicing Agreement”), by
and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, LNR Partners,
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


 


 



*
        Select, as applicable.

 



    Exhibit L-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.


	 	 	 
	 	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


600 South 4th Street,
7th Floor


MAC: N9300-070


Minneapolis, Minnesota 55479


Attention: Certificate Transfer
Services (CMBS) – CSAIL 2018-CX11


 


		Re:	CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2018-CX11, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling and Servicing Agreement”), by
and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, LNR Partners,
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


600 South 4th Street,
7th Floor


MAC: N9300-070


Minneapolis, Minnesota 55479


Attention: Certificate Transfer
Services (CMBS) – CSAIL 2018-CX11


 


		Re:	CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2018-CX11, Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling and Servicing Agreement”), by
and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, LNR Partners,
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


600 South 4th Street,
7th Floor


MAC: N9300-070


Minneapolis, Minnesota 55479


Attention: Certificate Transfer
Services (CMBS) – CSAIL 2018-CX11


 


		Re:	CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2018-CX11, Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling and Servicing Agreement”), by
and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, LNR Partners,
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.


 



    Exhibit O-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 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 HOLDER, THE DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services

CSAIL 2018-CX11 Commercial Mortgage Securities Trust


Email: trustadministrationgroup@wellsfargo.com;

cts.cmbs.bond.admin@wellsfargo.com

 


		Re:	CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2018-CX11 



 


In accordance with
the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling and Servicing Agreement”), by and
among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, LNR Partners,
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 Holder, the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder or a beneficial owner of an Offered Certificate, the undersigned has received
a copy of the Prospectus.


 


4.       The
undersigned is not a Borrower Party.


 


5.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are


 



    Exhibit P-1A-1 


     


    

 


assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the 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.


 





	 	[Certificateholder][Beneficial Owner][Prospective Purchaser][Companion Holder]
	 	 
	 	By:	 	 
	 	 	Title:	 
	 	 	Company:	 
	 	 	Phone:	 




 



    Exhibit P-1A-2 


     


    

 





EXHIBIT
P-1B


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for the DIRECTING HOLDER, THE DIRECTING CERTIFICATEHOLDER and/or a Controlling Class
Certificateholder)


 


[Date]


 


	
        Wells Fargo Bank, National
        Association,

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust
        Services (CMBS) – CSAIL 2018-CX11

         
	
        LNR Partners, LLC

        1601 Washington Avenue, Suite 700

        Miami Beach, Florida 33139

        Attention: Andrew J. Sossen,
        Esq. and Job Warshaw

        Email: asossen@starwood.com;
        jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com

         

        Midland Loan Services, a Division of PNC Bank, National Association

        10851 Mastin Street

        Building 82, Suite 300

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

         

        with a copy to:

         

        Stinson Leonard Street LLP

        1201 Walnut Street, Suite 2900

        Kansas City, Missouri 64106-2150

        Attention: Kenda K. Tomes

        Email: kenda.tomes@stinson.com

	
        Park Bridge Lender Services
        LLC

        600 Third Avenue, 40th
        Floor

        New York, New York 10016

        Attention: CSAIL 2018-CX11—Surveillance
        Manger

        with a copy sent contemporaneously
        via e-mail to: cmbs.notices@parkbridgefinancial.com

         

	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services

        CSAIL 2018-CX11 Commercial Mortgage Securities Trust

        Email: trustadministrationgroup@wellsfargo.com

        with a copy to: cts.cmbs.bond.admin@wellsfargo.com

	 	 



CSAIL 2018-CX11
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2018-CX11 


 


In accordance with
the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling and Servicing Agreement”), by and
among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, LNR Partners,
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:


 



    Exhibit P-1B-1 


     


    

 


1.       The
undersigned is [the Directing Holder][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 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 Holder]The undersigned hereby certifies that an executed copy of this certification
in [paper][electronic click-through]


 



    Exhibit P-1B-2 


     


    

 


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.


 


	 	[Directing Holder][Directing Certificateholder][Controlling
Class Certificateholder]
	 	 
	 	By:	 	 
	 	 	Title:	 
	 	 	Company:	 
	 	 	Phone:	 


 



    Exhibit P-1B-3 


     


    

 





EXHIBIT
P-1C


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the DIRECTING HOLDER, THE DIRECTING CERTIFICATEHOLDER and/or
a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services

CSAIL 2018-CX11 Commercial Mortgage Securities Trust


Email: trustadministrationgroup@wellsfargo.com;

 cts.cmbs.bond.admin@wellsfargo.com

 


Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street

Building 82, Suite 300

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head


 


CSAIL 2018-CX11
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2018-CX11 


 


In accordance with
the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling and Servicing Agreement”), by and
among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, LNR Partners,
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 Holder, the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder or a beneficial owner 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.


 


	 	[Borrower Party]
	 	 
	 	By:	 	 
	 	 	Title:	 
	 	 	Company:	 
	 	 	Phone:	 


 



    Exhibit P-1C-2 


     


    

 





EXHIBIT
P-1D


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING HOLDER, THE DIRECTING CERTIFICATEHOLDER and/or a Controlling Class
Certificateholder)


 


[Date]


 


	
        Wells Fargo Bank, National
        Association,

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust
        Services (CMBS) – CSAIL 2018-CX11

         
	
        Midland Loan Services, a Division
        of PNC Bank,

        National Association

        10851 Mastin Street

        Building 82, Suite 300

        Overland Park, Kansas 66210

        Attention: Executive Vice President
        – Division Head

         

        with a copy to:

         

        Stinson Leonard Street LLP

        1201 Walnut Street, Suite 2900

        Kansas City, Missouri 64106-2150

        Fax Number: (816) 412-9338

        Attention: Kenda K. Tomes

        Email: kenda.tomes@stinson.com

	
        Park Bridge Lender Services
        LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: CSAIL 2018-CX11-Surveillance

        Manager

        with a copy contemporaneously
        sent via e-mail to: cmbs.notices@parkbridgefinancial.com

	 
	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services

        CSAIL 2018-CX11 Commercial Mortgage Securities Trust

        Email: trustadministrationgroup@wellsfargo.com

        with a copy to: cts.cmbs.bond.admin@wellsfargo.com

	 
	
        LNR Partners, LLC

        1601 Washington Avenue, Suite 700

        Miami Beach, Florida 33139

        Attention: Andrew J. Sossen, Esq. and Job Warshaw

        Email: asossen@starwood.com; jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com




 


		Re:	CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2018-CX11 



 



    Exhibit P-1D-1 


     


    

 


In accordance with
the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling and Servicing Agreement”), by and
among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, 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 [the Directing Holder][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


 



    Exhibit P-1D-2 


     


    

 


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 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 


     


    

 





	 	[Directing Holder][Directing Certificateholder][Holder of a majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


Dated: _______


 


cc: Credit Suisse Commercial Mortgage Securities Corp.


 



    Exhibit P-1D-4 


     


    

 





EXHIBIT
P-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER


 


[Date]


 


	
        Wells Fargo Bank, National
        Association,

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust
        Services (CMBS) – CSAIL 2018-CX11

         
	
        LNR Partners, LLC

        1601 Washington Avenue, Suite
        700

        Miami Beach, Florida 33139

        Attention: Andrew J. Sossen,
        Esq. and Job Warshaw

        Email:   asossen@starwood.com;
        jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com

         

        Midland Loan Services, a Division of PNC Bank,

        National Association

        10851 Mastin Street

        Building 82, Suite 300

        Overland Park, Kansas 66210

        Attention: Executive Vice President –
        Division Head

         

        with a copy to:

         

        Stinson Leonard Street LLP

        1201 Walnut Street, Suite 2900

        Kansas City, Missouri 64106-2150

        Fax Number: (816) 412-9338

        Attention: Kenda K. Tomes

        Email: kenda.tomes@stinson.com
	 
	
        Park Bridge Lender Services
        LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: CSAIL 2018-CX11-Surveillance

        Manager

        with a copy contemporaneously
        sent via e-mail to: cmbs.notices@parkbridgefinancial.com

         
	 
	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services

        CSAIL 2018-CX11 Commercial Mortgage Securities Trust

        Email: trustadministrationgroup@wellsfargo.com

        with a copy to: cts.cmbs.bond.admin@wellsfargo.com
	 
	 	 



		Re:	CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2018-CX11



 


THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE CSAIL
2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2018-CX11 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

CSAIL 2018-CX11 Commercial Mortgage Securities Trust

        Telecopy Number: (410) 715-2380

        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 2018-CX11 Commercial Mortgage Securities Trust

         



		Re:	CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2018-CX11



 


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 2018-CX11 Commercial Mortgage Securities Trust securitization should be
revoked as to such users:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 


4.            The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect
to such [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it
(i) is no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s),
(ii) has delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an
investor certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


Capitalized terms used but not defined herein
have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 



    Exhibit P-1F-2 


     


    

 


	 	[Directing Certificateholder][Holder
of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: Credit Suisse Commercial Mortgage Securities Corp.


 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


 


	 	 
	Name:	 
	Title:	 




 



    Exhibit P-1F-3 


     


    

 





EXHIBIT
P-1G


 


Form
of Certification of the Directing Certificateholder


 


[Date]


 


	
        Wells Fargo Bank, National
        Association,

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust
        Services (CMBS) – CSAIL 2018-CX11

         
	
        Midland Loan Services, a Division of PNC Bank,

        National Association

        10851 Mastin Street

        Building 82, Suite 300

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

         

        with a copy to:

         

        Stinson Leonard Street LLP

        1201 Walnut Street, Suite 2900

        Kansas City, Missouri 64106-2150

        Fax Number: (816) 412-9338

        Attention: Kenda K. Tomes

        Email: kenda.tomes@stinson.com

         

        LNR Partners, LLC

        1601 Washington Avenue, Suite 700

        Miami Beach, Florida 33139

        Attention: Andrew J. Sossen, Esq. and Job
        Warshaw

        Email: asossen@starwood.com; jwarshaw@lnrproperty.com
        and lnr.cmbs.notices@lnrproperty.com

	
        Park Bridge Lender Services
        LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: CSAIL 2018-CX11-Surveillance

        Manager

        with a copy contemporaneously
        sent via e-mail to: cmbs.notices@parkbridgefinancial.com

         

	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services

        CSAIL 2018-CX11 Commercial Mortgage Securities Trust

        Email: trustadministrationgroup@wellsfargo.com

        with a copy to: cts.cmbs.bond.admin@wellsfargo.com

	 	 



		Re:	CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2018-CX11



 


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.


 



    Exhibit P-1G-1 


     


    

 


2.       The
undersigned is not a Borrower Party.


 


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


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-1H


 


[RESERVED]


 



    Exhibit P-1H-1


     


    

 





EXHIBIT
P-2


 


FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Corporate Trust Services


CSAIL 2018-CX11 Commercial Mortgage Trust


 


	Attention:	CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2018-CX11___________________




 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2018 (the
“Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, 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.


 


	 	[NRSRO]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 



    Exhibit P-2-2


     


    

 





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 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-CX11 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as of April 1,
2018 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, 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 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.



 



    Exhibit P-2-3


     


    

 


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


 



    Exhibit P-2-4


     


    

 


protective order or other reasonable assurance for confidential treatment with
respect to the requested Confidential Information, you agree not to disclose the Confidential Information while the Furnishing
Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment is pending. You
agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other reasonable assurance
that confidential treatment will be accorded to the portion of the Confidential Information that is being disclosed, at the sole
expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be required to take a position
that such information should be entitled to receive such a protective order or reasonable assurance as to confidential treatment.
If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply with its terms with respect
to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity. If a protective order or other
remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions of this Confidentiality Agreement
in writing, you agree to furnish only such information as you are legally required to disclose, at the sole expense of the relevant
Furnishing Entity.


 


Obligation to Return Evaluation Material.
Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material or documents, including copies thereof,
that contain Evaluation Material will be destroyed or, in your sole discretion, returned to the relevant Furnishing Entity. Notwithstanding
the foregoing, (a) the NRSRO may retain one or more copies of any document or other material containing Evaluation Material to
the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s internal policies and procedures
designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain any portion of the Evaluation Material that may
be found in backup tapes or other archive or electronic media or other documents prepared by the NRSRO and any Evaluation Material
obtained in an oral communication; provided, that any Evaluation Material so retained by the NRSRO will remain subject to
this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.


 


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.


 



    Exhibit P-2-5


     


    

 


Term. Notwithstanding
the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided a credit rating
on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing Law. This
Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the relationships
of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed
in accordance with the laws of the State of New York applicable to agreements made and to be performed within such State.


 


Amendments. This Confidentiality
Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire Agreement.
This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating to the treatment
of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all other understandings
and agreements between us relating to such matters; provided, however, that, if the terms of this Confidentiality
Agreement conflict with another agreement relating to the Confidential Information that specifically states that the terms of such
agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent the terms of this Confidentiality
Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding acceptance by you of the terms
hereof by entry into this website.


 


Contact Information. Notices for
each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


Credit Suisse Securities (USA) LLC

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee

Email: chuck.lee@credit-suisse.com


 


	 	[NRSRO]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 



    Exhibit P-2-6


     


    

 





EXHIBIT
P-3


 


ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Corporate Trust Services


CSAIL 2018-CX11 Commercial Mortgage Trust


 


	Attention:	CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial
Mortgage Pass Through Certificates, Series 2018-CX11__________________



 


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 April 1, 2018 (the
“Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and 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 Financial Markets, L.P., CMBS.com, Inc., Thomson
Reuters Corporation, Trepp, LLC, Intex Solutions, Inc., Moody’s Analytics, RealINSIGHT or BlackRock Financial Management,
Inc., 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



 



    Exhibit P-3-1


     


    

 


		 	Asset Representations Reviewer and the Trust Fund for any loss, liability or expense incurred
thereby with respect to any such breach by the undersigned or any of its Representatives.



 


		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.


 


	 	[Online Market Data Provider]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 



    Exhibit P-3-2


     


    

 





EXHIBIT
Q


 


CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2018-CX11



 


Ladies and Gentlemen:


 


In accordance with Section
2.02 of the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, 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-1-1


     


    

 





SCHEDULE A


 


[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.]


 


[Natixis Real Estate Capital LLC


1251 Avenue of the Americas


New York, New York 10020


Attention: Real Estate Administration


Facsimile No.: (212) 891-5777


with a copy by email to:


USCIBGlobalFinanceAssetManagementTeam@us.natixis.com]


 


[Benefit Street Partners CRE Finance LLC


142 West 57th Street, Suite 1201


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: Jeffrey Rotblat]


 


[Argentic Real Estate
Finance LLC


40 West 57th Street,
29th Floor


New York, New York 10019


Attention: Michael Schulte


Facsimile
No.: (646) 560-1745]


 


[Barclays Bank PLC


745 Seventh Avenue


New York, New York 10019


Attention: Daniel Vinson,
Managing Director


Email: Daniel.vinson@barclays.com


 



    Exhibit Q-1-2


     


    

 


with a copy to:


Barclays Bank PLC


745 Seventh Avenue


New York, New York


Facsimile No.: (212)
412-7519


Attention: Steven P.
Glynn, Legal Department


Email: steven.glynn@barclays.com]


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010


 


Fitch Ratings, Inc.


33 Whitehall Street


New York, New York 10004


Attention: Commercial Mortgage Surveillance Group


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


 


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


 


LNR Partners, LLC


1601 Washington Avenue, Suite 700


Miami Beach, Florida 33139


Attention: Andrew J. Sossen, Esq. and Job Warshaw


Email: asossen@starwood.com, jwarshaw@lnrproperty.com
and lnr.cmbs.notices@lnrproperty.com


 


Midland Loan Services, a Division
of PNC Bank, National Association


10851 Mastin Street


Building 82, Suite 300


Overland Park, Kansas 66210


Attention: Executive Vice President
– Division Head


 



    Exhibit Q-1-3


     


    

 


with a copy to:


 


Stinson Leonard Street LLP


1201 Walnut Street


Suite 2900


Kansas City, Missouri 64106-2150


Attention: Kenda K. Tomes


Email: kenda.tomes@stinson.com


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045


 


[DIRECTING CERTIFICATEHOLDER’S
NOTICE ADDRESS]


Argentic Securities Income USA
LLC


40 West 57th Street, 29th Floor


New York, New York 10019


Attention: Darren J. Gluck


Facsimile number: (646) 560-1703


Email: dgluck@argenticmgmt.com


 



    Exhibit Q-1-4


     


    

 





EXHIBIT
R-1


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


 


When recorded return to:


[___________]


 


LIMITED POWER OF ATTORNEY


 


Wells Fargo Bank,
National Association, a national banking association organized and existing under the laws of the United States and having an office
at 9062 Old Annapolis Road, Columbia, Maryland 21045, not in its individual capacity but solely as Trustee (in such capacity, the
“Trustee”), hereby constitutes and appoints Midland Loan Services, a Division of PNC Bank, National Association (the
“Master Servicer”) as its true and lawful attorney-in-fact (the “Attorney-In-Fact”), and in its
name, aforesaid Attorney-In-Fact, by and through any authorized representative appointed by the board of directors of Midland Loan
Services, a Division of PNC Bank, National Association, 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 April 1, 2018 (the “Agreement”)
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor,
and no power is granted hereunder to take any action that would be adverse to the interests of Wells Fargo Bank, National Association.


 


This Limited Power
of Attorney is being issued in connection with the Master Servicer’s responsibilities to service certain mortgage loans (the
“Loans”) held by Wells Fargo Bank, National Association, as Trustee. The Loans are comprised of mortgages or deeds
of trust (the “Mortgages” and “Deeds of Trust” respectively), and other forms of security instruments (collectively,
the “Security Instruments”) and the Mortgage Notes secured thereby. Capitalized terms used but not defined herein shall
have the respective meanings assigned thereto in the Agreement.


 


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 Wells Fargo Bank, National Association, as 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


 



    Exhibit R-1-1


     


    

 


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.


 


2.    Execute
and/or file such documents and take such other action as is proper and necessary to defend Wells Fargo Bank, National Association,
as Trustee, in litigation and to resolve any litigation where the Master Servicer has an obligation to defend Wells Fargo Bank,
National Association, as Trustee, including but not limited to dismissal, termination, cancellation, rescission and settlement.


 


3.    Transact
business of any kind regarding the Loans and the Mortgaged Properties.


 


4.    Obtain
an interest in the Loans, Mortgaged Properties and/or building thereon, as Wells Fargo Bank, National Association, 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 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,
non-disturbance and attornment agreements, leasing agreements, management agreements, listing agreements, purchase and sale 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 Wells Fargo Bank, National Association, as 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 Loans.


 


7.    Execute
any document or perform any act described in items (3), (4) and (5) in connection with the termination of any Trust Fund as necessary
to transfer ownership of the affected Loans to the entity (or its designee or assignee) possessing the right to obtain ownership
of such Loans.


 


8.    Such
other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish the Master
Servicer’s duties and responsibilities under the 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.


 



    Exhibit R-1-2


     


    

 


10.  Convey
the Property to the mortgage insurer, or close the title to the Mortgaged Property to be acquired as real estate owner, or convey
title to real estate owned property (“REO Property”).


 


11.  Execute
and deliver the following documentation with respect to the sale of the 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 Mortgaged Property to
a party contracted to purchase same, escrow instructions and any 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 [______].


 


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 Master Servicer
hereby agrees to indemnify and hold Wells Fargo Bank, National Association, as Trustee, and its directors, officers, employees
and agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever incurred by the Trustee by reason or result of the 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 Wells Fargo Bank, National Association, as Trustee under
the Agreement.


 


IN WITNESS WHEREOF,
Wells Fargo Bank, National Association, as Trustee has caused these presents to be signed and acknowledged in its name and behalf
by a duly elected and authorized signatory this [__] day of [__________].


 


	 	Wells Fargo Bank, National
    Association,

    as Trustee,

    For [______]



 


	 	 	By: 	 
	Attest: 	,Assistant Secretary	 	 	, Vice President





	 	 	 	 
	Witness:	 	Witness:	 


 



    Exhibit R-1-3


     


    

 




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 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-1-4


     


    

 


EXHIBIT R-2


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER


 


RECORDING REQUESTED BY:


 


LNR Partners, LLC


1601 Washington Avenue, Suite 700


Miami Beach, Florida 33139


Attention: Stella Herauf


Facsimile number: (305) 695-5601


Email: lnr.cmbs.notices@lnrproperty.com


	 
	SPACE ABOVE THIS LINE
    FOR RECORDER’S USE



 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wells Fargo Bank, National
Association, a national banking association, incorporated and existing under the laws of the United States, having a place of business
at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, not in its individual capacity, but solely as trustee (the “Trustee”)
pursuant to that Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling and Servicing Agreement”)
between Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate
Administrator (in such capacity, the “Certificate Administrator”) and Trustee, and Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer and Park Bridge Lender Services LLC,
as Asset Representations Reviewer and as Operating Advisor, on behalf of the CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2018-CX11., hereby constitutes and appoints the Special Servicer, by and through the
Special Servicer’s officers and authorized employees, 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 Special Servicer and all properties (“REO Properties”) administered by the Special 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 13 below with respect to the Mortgage
Loans and REO Properties; provided however, that the documents described below may only be executed and delivered by the Attorney-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 to draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.




 



    Exhibit R-2-1


     


    

 


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




 


		3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.



 


		4.	The conveyance of any property to the mortgage insurer, or the closing of title to any mortgaged property (a “Mortgaged
Property”) to be acquired as REO Property, or conveyance of title to any REO Property.



 


		5.	The completion of loan assumption agreements and transfers of interest in borrower entities.



 


		6.	The full satisfaction/release of a Mortgage or full conveyance upon payment and discharge of all sums secured thereby, including,
without limitation, cancellation of the related promissory note.



 


		7.	The assignment of any Mortgage and the related promissory note and other loan documents, in connection with the purchase or
repurchase of the Mortgage Loan secured and evidenced thereby.



 


		8.	The full assignment of a Mortgage upon payment and discharge of all sums secured thereby in conjunction with the refinancing
thereof, including, without limitation, the assignment of the related promissory note and other loan documents.



 


		9.	The full enforcement of and preservation of the Trustee’s interests in any Mortgage or the related promissory note, and
in the proceeds thereof, by way of, including but not limited to, taking title to any Mortgaged Property on behalf of the Trust,
foreclosure, the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial foreclosure and/or any
related litigation, including without limitation, guaranty or receivership litigation, or litigation on the note, 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, the initiation or
defense of any litigation related to the ownership of any REO Property, 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 such deed of trust;




 



    Exhibit R-2-2


     


    

 


		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 filing, prosecution and defense of claims, and the appearance on behalf of the Trustee, in bankruptcy cases affecting any
Mortgage or the related promissory note;




 


		f.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction
actions or proceedings;




 


		g.	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;



 


		h.	the creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property; and




 


		i.	the preparation and execution of such other documents and the performance of such other actions as may be necessary under the
terms of the Mortgage 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.	Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee, solely in its
capacity as Trustee, in litigation and to resolve such litigation, provided that such resolution shall not include any admission
of fault or wrongdoing by the Trustee or, without the Trustee’s consent, subject the Trustee to any form of injunctive relief.



 



    Exhibit R-2-3


     


    

 


		13.	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 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;



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests
in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine
financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds
of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property or otherwise, documents
relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties (including
agreements and requests by any borrower with respect to modifications of the standards of operation and management of such Mortgaged
Properties or the replacement of asset managers) or REO Properties, documents exercising any or all of the rights, powers and privileges
granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance
and attornment agreements or other leasing or rental arrangements, management agreements, any easements, covenants, conditions,
restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or REO Properties,
instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other
consents; and



 


		d.	any and all documents, instruments and certifications as are reasonably necessary to complete or accomplish the Special Servicer’s
duties and responsibilities under the Agreement.



 


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.


 



    Exhibit R-2-4


     


    

 


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 Special Servicer the power to initiate or defend any suit, litigation or
proceeding in the name of Wells Fargo Bank, National Association except as specifically provided for herein or in the Agreement.
If the Special Servicer receives any notice of suit, litigation or proceeding in the name of Wells Fargo Bank, National Association
(solely in its capacity as Trustee), then the Special Servicer shall promptly forward a copy of same to the Trustee.


 


This limited power of attorney is not intended to extend or
limit the powers granted to the Special Servicer under the Agreement or to allow the Special Servicer to take any action with respect
to Mortgages, deeds of trust or the related promissory notes not authorized by the Agreement.


 


The Special Servicer hereby agrees to indemnify and hold the
Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the
Trustee by reason or result of the negligent use, or negligent or willful 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 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.


 


[SIGNATURE PAGE FOLLOWS]




 



    Exhibit R-2-5


     


    

 


IN WITNESS WHEREOF, Wells Fargo Bank, National Association,
as Trustee for CSAIL 2018-CX11 Commercial Mortgage Trust, 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 18th day of April,
2018.


 


Wells Fargo Bank, National Association,


as Trustee for CSAIL 2018-CX11 Commercial Mortgage Trust


 


	 	By: 	 	 
	 	 	Name:	 
	 	 	Title:	 



 


Attest:


	 	 
	Name:	 
	Title: Assistant Secretary	 
	 	 
	Witness:	 
	 	 
	 	 
	Witness:	 
	 	 



 



    Exhibit R-2-6


     


    

 





State of Maryland}


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.


 


Witness my hand and official
seal.


		 
	 	Notary Public



 


	[SEAL]	 



 


	My commission expires:	 
	 	 



 



    Exhibit R-2-7


     


    

 


EXHIBIT
S


 


INITIAL
COMPANION HOLDERS 


 


	Loan	Companion
    Holder
	Hilton
    Clearwater Beach Resort & Spa	NOTE
                                         A-2

         

        Column
        Financial, Inc.

         

        Notice
        Address:

         

        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

         

        NOTE
        A-3

         

        Column
        Financial, Inc.

         

        Notice
        Address:

         

        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 

	Throggs
    Neck Shopping Center	NOTE
                                         A-2

         

        Natixis
        Real Estate Capital LLC

         

        Notice
        Address:

         

        Natixis
Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Real Estate Administration 

	Soho
    House Chicago	NOTE
                                         A-2

         

        Natixis
Real Estate Capital LLC 

        




 






     Exhibit S-1


     


    

 


		

        Notice
Address: 

        Natixis
        Real Estate Capital LLC

        1251 Avenue of the Americas

        New York, New York 10020

        Attention: Real Estate Administration

         

	111
    West Jackson	NOTE
                                         A-2

         

        Wells
        Fargo Bank, National Association for the holders of UBS Commercial Mortgage Trust 2017-C6, Commercial Mortgage Pass-Through
        Certificates, Series 2017-C6

         

        Notice
        Address:

         

        Wells
Fargo Bank, National Association 

        9062
Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services: UBS 2017-C6 

        with
a copy to: cts.cmbs.bond.admin@wellsfargo.com 

        trustadministrationgroup@wellsfargo.com

         

        NOTE
        B-1

         

        John
        Hancock Life Insurance Company (U.S.A.)

         

        Notice
        Address:

         

        John
Hancock Life Insurance Company (U.S.A.) 

        John
Hancock Tower, 197 Clarendon Street 

        Boston,
Massachusetts 02116 

        Attention:
        Alexander R. Holliday, MAI,

         

        with
        a copy to be sent to:

         

        John
Hancock Life Insurance Company (U.S.A.) 

        John
Hancock Tower, 197 Clarendon Street 

        Boston,
Massachusetts 02116 

        Attention:
        Jennifer Wilson, Esq.

         

        with
        a copy to be sent to:

         

        John
Hancock Life Insurance Company (U.S.A.) 

        John
Hancock Tower, 197 Clarendon Street 




 






     Exhibit S-2


     


    

 


	 	

        Boston,
Massachusetts 02116 

        Attention:
        Arthur J. Francis

         

        with
        a copy to be sent to:

         

        White
and Williams LLP 

        7
Times Square, Suite 2900 

        New
York, New York 10036 

        Attention:
        Steven E. Coury, Esq.

         

        NOTE
        B-2

         

        John
        Hancock Life Insurance Company (U.S.A.)

         

        Notice
        Address:

         

        John
Hancock Life Insurance Company (U.S.A.) 

        John
Hancock Tower, 197 Clarendon Street 

        Boston,
Massachusetts 02116 

        Attention:
        Alexander R. Holliday, MAI,

         

        with
        a copy to be sent to:

         

        John
Hancock Life Insurance Company (U.S.A.) 

        John
Hancock Tower, 197 Clarendon Street 

        Boston,
Massachusetts 02116 

        Attention:
        Jennifer Wilson, Esq.

         

        with
        a copy to be sent to:

         

        John
Hancock Life Insurance Company (U.S.A.) 

        John
Hancock Tower, 197 Clarendon Street 

        Boston,
Massachusetts 02116 

        Attention:
        Arthur J. Francis

         

        with
        a copy to be sent to:

         

        White
and Williams LLP 

        7
Times Square, Suite 2900 

        New
York, New York 10036 

        Attention:
        Steven E. Coury, Esq.

         




 



     Exhibit S-3


     


    

 


EXHIBIT
T


 


FORM
OF NOTICE RELATING TO THE NON-SERVICED MORTGAGE LOAN


 


[Date]


 


[NON-SERVICED
MORTGAGE LOAN PARTIES]


 


[ADDRESSES]


 


VIA
FACSIMILE


 


		Re:	CSAIL
                                         2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2018-CX11 



 


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 April 1, 2018 (the “CSAIL 2018-CX11
Pooling Agreement”) by and among Credit Suisse Commercial Mortgage Securities Corp., as depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer (in such capacity, the “[NON-SERVICED WHOLE LOAN] Mortgage
Loan Master Servicer”), LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator (in such capacity, the “Certificate Administrator”) and as Trustee, 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 2018-CX11 Pooling
Agreement) under the [NON-SERVICED WHOLE LOAN] Intercreditor Agreement (as defined in the CSAIL 2018-CX11 Pooling Agreement).


 


The
[NON-SERVICED WHOLE LOAN] Mortgage Loan [is][is not] a Significant Obligor (as such term is defined in the CSAIL 2018-CX11 Pooling
Agreement) under the CSAIL 2018-CX11 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 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through
    Certificates, Series 2018-CX11
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




     Exhibit T-2


     


    

 


EXHIBIT
U


 


FORM
OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	Fitch
                                         Ratings, Inc.

                                         33 Whitehall Street

                                         New York, New York 10004

                                         Attention: Commercial Mortgage Surveillance Group

                                         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




 


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


 


		From:	Midland
                                         Loan Services, a Division of PNC Bank, National Association, in its capacity as Master
                                         Servicer under the Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling
                                         and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
                                         Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National
                                         Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services
                                         LLC, as Operating Advisor and as Asset Representations Reviewer.



 


		Date:	_________,
                                         20___



 






     Exhibit U-1


     


    

 


		Re:	CSAIL
                                         2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2018-CX11

                                         

                                         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:____________________

                                                ____________________



 


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.


 






     Exhibit U-2


     


    

 


(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.


 


(vi)          The defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P
Criteria) in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities
intermediary and has been pledged to the Trustee on behalf of the Trust.


 


(vii)         The agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of
the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified
in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated
loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the
“Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv)
permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after the
Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the
defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other
than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor.


 


(viii)        The Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved by
the Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without
taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments
after the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a
partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues
received in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the
date of receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar or


 






     Exhibit U-3


     


    

 


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”).


 


(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.


 





	 	MIDLAND
LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     Exhibit U-5


     


    

 


EXHIBIT
V


 


FORM
OF OPERATING ADVISOR ANNUAL REPORT1


 


Report
Date: If during the prior calendar year, (i) any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole
Loan was a Specially Serviced Loan at any time or (ii) the Operating Advisor was entitled to consult with the Special Servicer
with respect to any Major Decision, this report will be delivered no later than [INSERT DATE], pursuant to the terms and conditions
of the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling and Servicing Agreement”), among Credit
Suisse Commercial Mortgage Securities Corp., as the depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as the master servicer, LNR Partners, LLC, as the special servicer, Wells Fargo Bank, National Association, as the certificate
administrator, Wells Fargo Bank, National Association, as the trustee and Park Bridge Lender Services LLC, as the operating advisor
and the asset representations reviewer.

Transaction: CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-CX11

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer for period: LNR Partners, LLC

Directing Certificateholder: Argentic Securities Holdings Cayman Limited


 


		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.



 


		2.	[●]
                                         Mortgage Loans were the subject of a Major Decision as to which the operating advisor
                                         has consultation rights pursuant to the PSA.



 


		II.	Executive
                                         Summary



 


Based
on the requirements and qualifications set forth in the PSA, as well as the items listed below, the Operating Advisor (in accordance
with the Operating Advisor’s analysis requirements outlined in the PSA) has undertaken a limited review of the Special Servicer’s
reported actions on the loans identified in this report. Based solely on such limited review and subject to the assumptions, limitations
and qualifications set forth herein, the Operating Advisor believes, in its sole discretion exercised in good faith, that the
Special Servicer [is/is not] operating in compliance with the Servicing Standard with respect to its performance of its duties
under the PSA during the prior calendar year on an “asset-level basis”. [The Operating Advisor believes, in its sole
discretion exercised in good faith, that the Special Servicer has failed to comply with the Servicing Standard as a result of
the following material deviations.]


 


		●	[LIST
OF MATERIAL DEVIATION ITEMS]



 





 






 


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 PSA, including, without limitation, provisions relating to Privileged Information.


 






     Exhibit V-1


     


    

 



In
addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


[ADD
RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 


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, Collateral Deficiency Amount
                                         calculations and Appraisal Reduction Amount calculations and [LIST OTHER REVIEWED INFORMATION]
                                         for the following [●] Specially Serviced Loans: [List related Mortgage Loans]



 


		2.	Consulted
                                         with the Special Servicer as provided under the PSA. The Operating Advisor’s analysis
                                         of the Asset Status Reports (including related net present value calculations, Collateral
                                         Deficiency Amount 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 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, Collateral Deficiency Amount 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, Collateral Deficiency 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, Collateral Deficiency Amount calculations
                                         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.



 


		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.



 






     Exhibit V-2


     


    

 


		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
                                         and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report



 


		1.	As
                                         provided in the PSA, the Operating Advisor is not required to report on instances of
                                         non-compliance with, or deviations from, the Servicing Standard or the Special Servicer’s
                                         obligations under the PSA that the Operating Advisor determines, in its sole discretion
                                         exercised in good faith, to be immaterial.



 


		2.	In
                                         rendering our assessment herein, we have assumed that all executed factual statements,
                                         instruments, and other documents that we have relied upon in rendering this assessment
                                         have been executed by persons with legal capacity to execute such documents.



 


		3.	Except
                                         as may have been reflected in any Major Decision Reporting Package or any Asset Status
                                         Report that is delivered or made available to the Operating Advisor pursuant to the terms
                                         of the Pooling and Servicing Agreement, the Operating Advisor did not participate in,
                                         or have access to, the Special Servicer’s and Directing Holder’s discussion(s)
                                         regarding any Specially Serviced Loan. The Operating Advisor does not have any obligation
                                         to speak with the Directing Holder or borrower directly. As such, the Operating Advisor
                                         relied upon the information delivered to it by the Special Servicer as well as its interaction
                                         with the Special Servicer, if any, in gathering the relevant information to generate
                                         this report. The services that we perform are not designed and cannot be relied upon
                                         to detect fraud or illegal acts should any exist.



 


		4.	The
                                         Special Servicer has the legal authority and responsibility to service any 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 or the actions
                                         of the Special Servicer.



 


		5.	Confidentiality
                                         and other contractual limitations limit the Operating Advisor’s ability to outline
                                         the details or substance of any communication 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.



 


		6.	There
                                         are many tasks that the Special Servicer undertakes on an ongoing 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.



 


		7.	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.



 


		8.	This
                                         report does not constitute recommendations to buy, sell or hold any security, nor does
                                         the Operating Advisor take into account market prices of securities or financial markets
                                         generally when performing its limited review of the Special Servicer as described above.
                                         The Operating Advisor does not have a fiduciary relationship with any Certificateholder
                                         or any other party or individual. Nothing is intended to or should be construed as creating
                                         a fiduciary relationship between the Operating Advisor and any Certificateholder, party
                                         or individual.



 






     Exhibit V-3


     


    

 


Terms
used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement.


 




     Exhibit V-4


     


    

 


EXHIBIT
W


 


Form
of Notice from Operating Advisor Recommending 

Replacement of Special Servicer


 


Wells
Fargo Bank, National Association

   as Trustee

9062 Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Corporate Trust Services (CMBS) – CSAIL 2018-CX11


 


Wells
Fargo Bank, National Association

   as Certificate Administrator 


9062
Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Corporate Trust Services 


CSAIL
2018-CX11 Commercial Mortgage Trust


 


LNR
Partners, LLC 


1601
Washington Avenue, Suite 700 


Miami
Beach, Florida 33139 


Attention:
Andrew J. Sossen, Esq. and Job Warshaw 


Email:
asossen@starwood.com; jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com


 


Attention:
Executive Vice President – Division Head


 


		Re:	CSAIL
                                         2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2018-CX11, 

                                         Recommendation
                                         of Replacement of Special Servicer



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations
Reviewer and as Operating Advisor, on behalf of the holders of CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2018-CX11 (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.


 






     Exhibit W-1


     


    

 


Based
upon our review of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26
of the Pooling and Servicing Agreement, it is our assessment that LNR Partners, 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 LNR Partners, 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


 


Midland
Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street

Building 82, Suite 300

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Telecopy number: 1-888-706-3565


 


LNR
Partners, LLC 


1601
Washington Avenue, Suite 700 


Miami
Beach, Florida 33139 


Attention:
Andrew J. Sossen, Esq. and Job Warshaw 


Facsimile
number: (305) 695-5601 


Email:
asossen@starwood.com; jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com


 


		Re:	Access
                                         to Certain Information Regarding CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial
                                         Mortgage Pass Through Certificates, Series 2018-CX11



 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling and Servicing
Agreement”), among the Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and 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.


 


Midland
Loan Services, a Division of PNC Bank, National Association (“Midland”)/LNR Partners, LLC (“LNR”)
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.


 


Midland/LNR
will provide the Company with certain confidential, non-public servicing information (the “Confidential Information”)
pertaining to the Mortgage Loans and the related


 






     Exhibit X-1


     


    

 


[_____]
[__], 20[__]

Page 2  


 


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


 






     Exhibit X-2


     


    

 


[_____]
[__], 20[__]

Page 3


   


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, Midland/LNR 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 Midland/LNR’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,
	 	 
	 	Midland
    Loan Services, a division of pnc bank, national association
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	lnr
    partners, 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 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2018-CX11 (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) Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer
and Operating Advisor; (B) KeyBank National Association, as Non-Serviced Master Servicer, CWCapital Asset Management LLC, as Non-Serviced
Special Servicer, Wells Fargo Bank, National Association, as Non-Serviced Certificate Administrator, Wells Fargo Bank, National
Association, as Non-Serviced Trustee, and Park Bridge Lender Services LLC, as Non-Serviced Operating Advisor of the GNL Portfolio
Mortgage Loan, the Yorkshire & Lexington Towers Mortgage Loan, the 600


 






    	Exhibit Y-1 



     


    

 


Vine
Mortgage Loan and the Garden Multifamily Mortgage Loan, see “Non-Serviced PSA” definition in the PSA. (C) KeyBank
National Association, as Non-Serviced Master Servicer, KeyBank National Association, LLC, as Non-Serviced Special Servicer, Wells
Fargo Bank, National Association, as Non-Serviced Certificate Administrator, and Wells Fargo Bank, National Association, as Non-Serviced
Trustee of the One State Street Mortgage Loan, (D) Midland Loan Services, a Division of PNC Bank, National Association, as Non-Serviced
Master Servicer, LNR Partners, LLC, as Non-Serviced Special Servicer, Citibank, N.A., as Non-Serviced Certificate Administrator,
Wilmington Trust, National Association, as Non-Serviced Trustee, and Park Bridge Lender Services LLC, as Non-Serviced Operating
Advisor of The SoCal Portfolio Mortgage Loan, (E) Wells Fargo Bank, National Association, as Non-Serviced Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Non-Serviced Special Servicer, Wells Fargo Bank, National Association,
as Non-Serviced Certificate Administrator, Wilmington Trust, National Association, as Non-Serviced Trustee, and Park Bridge Lender
Services LLC, as Non-Serviced Operating Advisor of the Moffett Towers II – Building 2 Mortgage Loan and (F) Wells Fargo
Bank, National Association, as Non-Serviced Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as Non-Serviced Special Servicer, Wells Fargo Bank, National Association, as Non-Serviced Certificate Administrator and Wilmington
Trust, National Association, as Non-Serviced Trustee of the Lehigh Valley Mall Mortgage Loan.


 


Date: _________________________


 





	[NAME OF OFFICER]	 
	(Senior officer in charge of securitization of the depositor)	 



 






    	Exhibit Y-2 



     


    

 


EXHIBIT
Z-1


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2018-CX11, issued pursuant to the Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, 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 by the trustee, the custodian,
the master servicer, the special servicer and the operating advisor


 






    	Exhibit Z-1-1 



     


    

 


under
the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Reports;


 


4.       I
(or an officer under my supervision) am responsible for reviewing the activities performed by the Certificate Administrator under
the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Certificate
Administrator compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion
in the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the Reports, the Certificate Administrator has fulfilled
its obligations under the Pooling and Servicing Agreement in all material respects; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate Administrator
or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required to be included
in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an
exhibit to the Form 10-K. Any material instances of noncompliance described in such reports have been disclosed in the Form 10-K
and such assessment of compliance is fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Certificate Administrator responsible for reviewing the activities performed by the Certificate Administrator
under the Pooling and Servicing Agreement.


 


Dated: ____________________________


 





	 	Name:
	 	Title:



  






    	Exhibit Z-1-2 



     


    

 


EXHIBIT
Z-2


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2018-CX11, issued pursuant to the Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling and Servicing
Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, 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 fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by the Form 10-K;


 






    	Exhibit Z-2-1 



     


    

 


3.       Based
on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the relevant period, all of servicing and other information required
to be provided by the Master Servicer under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered
by the Form 10-K is included in the Master Servicer Periodic Information;


 


4.       I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Master Servicer under
the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Master Servicer
compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Master Servicer Periodic Information, the Master Servicer
has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


 


5.       The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Master Servicer
or any Servicing Function Participant retained by the Master Servicer (the “Relevant Servicing Criteria”) and
their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and
Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of
noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance is fairly
stated in all material respects.


 


This Certification is being signed by me as
an officer of the Master Servicer responsible for reviewing the activities performed by the Master Servicer under the Pooling and
Servicing Agreement.


 


Dated: ____________________________


 





	 	Name:
	 	Title:


 






    	Exhibit Z-2-2 



     


    

 


EXHIBIT
Z-3


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2018-CX11, issued pursuant to the Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling and Servicing
Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, 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 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2018-CX11, issued pursuant to the Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling and Servicing
Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, 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 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2018-CX11, issued pursuant to the Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling and Servicing
Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, 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 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2018-CX11, issued pursuant to the Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling and Servicing
Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, 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 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2018-CX11, issued pursuant to the Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling and Servicing
Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, 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
which such statements were made, not misleading with respect to the period covered by the Form 10-K; and


 






    	Exhibit Z-7-1 



     


    

 


3.       Based
on my knowledge, all information required to be provided by the Asset Representations Reviewer under the Pooling and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Asset Representations Reviewer
Periodic Information.


 


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 Master 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 2018-CX11 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
        1: Distribution and Pool Performance Information:

         

        ●     Item
        1121(a)(13) of Regulation AB

        ●     Item
        1121(a)(14) of Regulation AB

         
	●     Certificate
        Administrator

         

        ●     Depositor

         

	Item
        1A: Asset-Level Information

         

        ●     Item
        1111(h) of Regulation AB

        ●     Item
        1125 of Regulation AB

         
	●     Each
        Mortgage Loan Seller (as to its Mortgage Loans for any period prior to the reporting period applicable to the first Form
        10-D filed with respect to the Trust)

         

        ●     Master
        Servicer

         

	Item
        1B: Asset Representations Reviewer and Investor Communication:

         
	●     Certificate
        Administrator

         

        ●     Depositor

        



 






    	Exhibit BB-1



     


    

 


	●     Item
        1121(d) of Regulation AB

        ●     Item
        1121(e) of Regulation AB

         
	●     Asset
    Representations Reviewer (with respect to only Item 1121(d) of Regulation AB)
	Item
        2: 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)

         

        ●     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:	●     Master
    Servicer (excluding information for which the Special Servicer is the “Party



 






    	Exhibit BB-2



     


    

 

	●     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 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.

         
	Responsible”)

         

        ●     Special
        Servicer (as to REO Properties)

         

	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



 






    	Exhibit BB-3



     


    

 

	Item
    9:  Other Information, but only to the extent of any information that meets all the following conditions:  (a)
    such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information
    is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates,
    and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the
        “Party Responsible” with respect to such information pursuant to Exhibit DD.

         

        ●     Certificate
        Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve
        Account as of the related Distribution Date and the preceding Distribution Date)

         

        ●     Master
        Servicer (with respect to the balances of each REO Account (to the extent the related information has been 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.

        



 






    	Exhibit BB-4



     


    

 


	Item
        9: Exhibits (no. 10):

         

        Material
        contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

         
	●     Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies
    all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage
    Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party
    or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the
    Trust.
	Item
        9: Exhibits (no. 22):

         

        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.



 






    	Exhibit BB-5



     


    

 

	Item
        9: Exhibits (no. 100)

         

        XBRL-Related
        Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

        
	●     Not
    Applicable.	 
	Item
    9:  Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following
    conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d)
    of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during
    the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K
    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); 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 2018-CX11 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 2018-CX11 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 2018-CX11 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 2018-CX11 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 2018-CX11 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 2018-CX11 Pooling and Servicing Agreement, each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no
provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 


 


	Item on Form 8-K	Party Responsible 	 
	
        Item 1.01: Entry into a Material Definitive Agreement

         
	
        ●     Depositor,
except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
to which the registrant or a subsidiary thereof is a party).

         

        ●     Certificate
Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form
8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed
securities transaction, even if the registrant is not a party to such agreement), in each case to the extent of any amendment
or definitive agreement that satisfies all the following 
	 



 






     Exhibit DD-1


     


    

 


	 	       conditions:
                                         (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage
                                         Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment
                                         or definitive agreement to which such party (or a subcontractor or vendor engaged by
                                         such party) is a party or that such party (or a subcontractor or vendor engaged by such
                                         party) has caused to have been executed on behalf of the Trust; provided, however,
                                         that the Certificate Administrator shall be the “Party Responsible” in connection
                                         with any amendment to this Pooling and Servicing Agreement.
	 
	Item 1.02: Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.	 
	Item 1.02: Termination of a Material Definitive Agreement– Part 2 of 2 Parts	●     Depositor, to the extent of any material agreement not covered in the prior item	 
	Item 1.03: Bankruptcy or Receivership	●     Depositor	 
	Item 2.04: Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	
        ●     Depositor

        ●     Certificate
        Administrator

         
	 
	Item 3.03: Material Modification to Rights	●     Certificate Administrator	 



 






     Exhibit DD-2


     


    

 


	of Security Holders	 
	Item 5.03: Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	●     Depositor
	Item 6.01: ABS Informational and Computational Material	●     Depositor
	Item 6.02 (Part 1 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ●     Trustee

        ●     Depositor

	Item 6.02 (Part 2 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or Special Servicer	
        ●     Certificate
Administrator

        ●     Master
Servicer or Special Servicer, as the case may be (in each case, as to itself)

	Item 6.02 (Part 3 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ●     Master
Servicer

        ●     Special
Servicer

        ●     Certificate
Administrator

        ●     Depositor

	Item 6.03: Change in Credit Enhancement or External Support	
        ●     Depositor

        ●     Certificate
Administrator

	Item 6.04: Failure to Make a Required Distribution	●     Certificate Administrator
	Item 6.05: Securities Act Updating Disclosure	●     Depositor
	Item 7.01: Regulation FD Disclosure	●     Depositor
	Item 8.01: Other Events	●     Depositor
	
        Item 9.01(d): Exhibits (no. 1):

         

        Underwriting agreement (Exhibit No. 1 of
Item 601 of Regulation S-K)
	●     Not applicable
	
        Item 9.01(d): Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement,
liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	●     Depositor
	
        Item 9.01(d): Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor
	
        Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining the
rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	
        ●     Certificate
        Administrator

         

        provided, in each case, that this
shall in no event be construed to make such party




 






     Exhibit DD-3


     


    

 


	 	responsible
for the initial filing of this Pooling and Servicing Agreement

	
        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant
regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation
S-K)
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601
of Regulation S-K)
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant
(Exhibit No. 16 of Item 601 of Regulation S-K)
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director
(Exhibit No. 17 of Item 601 of Regulation S-K)
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security
holders (Exhibit No. 20 of Item 601 of Regulation S-K)
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit
No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the
Form 10-D) that is incorporated by reference in the Depositor’s registration statement.
	●     Depositor
	
        Item 9.01(d): Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item
601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate Administrator 
	
        Item 15: Exhibits (no. 99)

        	●     Not Applicable.



 



     Exhibit DD-4


     


    

 


	Additional exhibits (Exhibit No. 99 of Item
601 of Regulation S-K)
	 
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100
of Item 601 of Regulation S-K).
	●     Not Applicable.


 




     Exhibit DD-5


     


    

 


EXHIBIT
EE


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO


cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**


 


Wells
Fargo Bank, National Association, 


as
Certificate Administrator 


600
South 4th Street, 7th Floor


MAC:
N9300-070 


Minneapolis,
Minnesota 55479


Attention:
Certificate Transfer Services (CMBS) – CSAIL 2018-CX11


 


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 April 1, 2018 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor (the “Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, 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.
   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 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2018-CX11 (the “Trust”)


 


I,
[identifying the certifying individual], on behalf of [Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer] [LNR Partners, LLC, as Special Servicer] [Wells Fargo Bank, National Association, as Certificate Administrator]
[Wells Fargo Bank, National Association, as Trustee] (the “Certifying Servicer”), certify to Credit Suisse
Commercial Mortgage Securities Corp. and its officers, directors and affiliates, and with the knowledge and intent that they will
rely upon this certification, that:


 




		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:	 	 



 


[Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer]

[LNR Partners, LLC, as Special Servicer]

[Wells Fargo Bank, National Association, as Certificate
Administrator]

[Wells Fargo Bank, National Association, as Trustee]





	 	 	 
	By:	 	 
	 	Name:
Title:	 


 



 




    Exhibit HH-1 


     


    

 


 


EXHIBIT
II


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[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, operating advisor] 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.


 


1
Describe any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e. transactions
registered prior to compliance with Regulation AB, transactions


 



    Exhibit II-1 


     


    

 


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. 


28
West 44th Street, Suite 815 


New
York, NY 10036 


Attn:
Executive Director


 


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 2018-CX11, 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


600
South 4th Street, 7th Floor


MAC:
N9300-070


Minneapolis,
Minnesota 55479


Attention:
Certificate Transfer Services (CMBS) – CSAIL 2018-CX11


 


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 April 1, 2018 (the “Pooling and Servicing
Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor (the “Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, 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]


 


Midland
Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street

Building 82, Suite 300

Overland Park, Kansas 66210

Attention: Executive Vice President – Division
Head


 


with a copy to:


 


Stinson
Leonard Street LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com


 


Wells
Fargo Bank, National Association

as Certificate Administrator


9062
Old Annapolis Road


Columbia,
Maryland 21045


Attention:
Corporate Trust Services (CMBS) - CSAIL 2018-CX11


 


LNR
Partners, LLC


1601
Washington Avenue, Suite 700


Miami
Beach, Florida 33139


Attention:
Andrew J. Sossen, Esq. and Job Warshaw


Email:
asossen@starwood.com; jwarshaw@lnrproperty.com and


lnr.cmbs.notices@lnrproperty.com


 


Park
Bridge Lender Services LLC


600
Third Avenue, 40th Floor


New
York, New York 10016


Attention:
CSAIL 2018-CX11-Surveillance Manager (with a copy sent contemporaneously via


email
to cmbs.notices@parkbridgefinancial.com)


 






    Exhibit NN-1


     


    

 


CSAIL
2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2018-CX11 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of April
1, 2018, by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC
Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating
Advisor 


 


This
letter is delivered to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer
by ____________ (the “Transferor”) to us (the “Transferee”) of $__________________ original
principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates. The Certificates were
issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:



 





	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 


Contact
Info: [Tel/Email]


 


		2.	[IF
APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator, that we are purchasing a majority interest
in the Class [__] Certificates, and that we are not affiliated with the Transferor. To the extent that any Control Event
or Consultation Termination Event has occurred due to a waiver of a prior Class [__] Certificateholder of its rights under
the Pooling and Servicing Agreement, we hereby 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.


 






    Exhibit NN-2


     


    

 





	 	Very
truly yours,


	 	 
	 	(Transferee)
	 	 
	 	By:
                                         

	 
	 	 	Name:

Title:




 




    Exhibit NN-3


     


    

 


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 April 1, 2018 (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 in accordance with the terms of the PSA, and is hereby issuing
the following Asset Review Report.


 


	 	1.	We
    have performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the PSA 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:	 	 






	 	Name:	 	 






	 	Title:	 	 



 






    Exhibit OO-1


     


    

 



  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 April 1, 2018 (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 in accordance with the terms of the PSA, and is hereby issuing
the following Asset Review Report Summary.


 


	 	1.	We
    have performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the PSA 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:	 	 






	 	Name:	 	 






	 	Title:	 	 




 






    Exhibit PP-1


     


    

 


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 QQ
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) 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.


 




    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

Attention: Corporate Trust Services – CSAIL 2018-CX11


Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	CSAIL
                                         2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2018-CX11



 


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of April 1, 2018 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage
Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, 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]


 


	
        [Midland Loan Services, a Division of PNC Bank, National Association

        10851 Mastin Street

        Building 82, Suite 300

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

         

        with a copy to:

         

        Stinson Leonard Street LLP

        1201 Walnut Street

        Suite 2900

        Kansas City, Missouri 64106-2150

        Fax Number: (816) 412-9338

        Attention: Kenda K. Tomes

        Email: kenda.tomes@stinson.com]

         
	
        Park Bridge Lender
Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CSAIL 2018-CX11-Surveillance Manager

        with a copy sent contemporaneously
        via email to: cmbs.notices@parkbridgefinancial.com

         

	
        [LNR Partners, LLC

        1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Andrew J. Sossen, Esq. and Job Warshaw

Email: asossen@starwood.com; jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com]
	 



 

		Attention:	CSAIL 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2018-CX11



 


In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, [Midland Loan Services, a Division of PNC Bank,
National Association], as Master Servicer, [LNR Partners, LLC], as Special Servicer, [Wells Fargo Bank, National Association],
as Certificate Administrator, [Wells Fargo Bank, National Association], as Trustee, and [Park Bridge Lender Services LLC], as Asset


 



    Exhibit SS-1


     


    

 


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 2018-CX11 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2018-CX11
	 	 	 
	 	By: 	 
	 	 	[Name]
	 	 	[Title]


 



    Exhibit SS-2


     


    

 





EXHIBIT
TT


 


[RESERVED]


 



    Exhibit TT-1


     


    

 





EXHIBIT
UU


 


FORM OF CERTIFICATE ADMINISTRATOR RECEIPT
OF THE HRR CERTIFICATES


 


April 18, 2018


 


	Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee	
        Argentic Real Estate Finance LLC

        40 West 57th Street, 29th Floor

        New York, New York 10019

        Attention: Michael Schulte

        Facsimile No.: (646) 560-1745

	 	 
	
        Argentic Securities Income USA LLC

40 West 57th Street, 29th Floor

New York, New York 10019

Attention: Darren J. Gluck

Facsimile number: (646) 560-1703

Email: dgluck@argenticmgmt.com
	 


 


		Re:	CSAIL Commercial
                                         Mortgage Securities Trust 2018-CX11, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-CX11



 


In accordance with
Section 5.01(c) of the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Agreement”) entered
into and executed in connection with the above referenced transaction, the Certificate Administrator hereby acknowledges receipt
of the HRR Certificates in the form of a 144A Definitive Certificates, which constitute the Class E-RR, Class F-RR, Class G-RR
and Class NR-RR Certificates, as defined in the Agreement, for the benefit of Argentic Securities Holdings Cayman Limited, the
initial Retaining Party. A copy of such Certificates is attached as Exhibit A-1.


 


Capitalized terms
used but not defined herein shall the respective meanings set forth in the Agreement.


 



    Exhibit UU-1


     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity

but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]


 



    Exhibit UU-2


     


    

 





EXHIBIT
VV


 


FORM OF PAYMENT INSTRUCTIONS FOR THE
HRR CERTIFICATES


 


[Date]


 


[Certificateholder Letterhead]


 


	Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee	
        Argentic Real Estate Finance LLC

        40 West 57th Street, 29th Floor

        New York, New York 10019

        Attention: Michael Schulte

        Facsimile No.: (646) 560-1745

	 	 
	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services

        CSAIL 2018-CX11 Commercial Mortgage Trust
	 


 


		Re:	CSAIL Commercial
                                         Mortgage Securities Trust 2018-CX11, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-CX11



 


Ladies and Gentlemen:


 


In accordance with
Section 5.01(c) of the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Agreement”) entered
into and executed in connection with the above referenced transaction, please make all payments due on the HRR 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:






___________________________


___________________________


___________________________


 


Capitalized terms
used but not defined herein shall the respective meanings set forth in the Agreement.


 



    Exhibit VV-1


     


    

 


	 	[CERTIFICATEHOLDER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    Exhibit VV-2


     


    

 





SCHEDULE
1


 


Mortgage
Loans with Additional Debt


 


		1.	One State Street






		2.	Moffett Towers II – Building 2






		3.	Yorkshire & Lexington Towers






		4.	600 Vine






		5.	111 West Jackson



 



    Schedule 1-1


     


    

 





SCHEDULE
2


 


CLass
A-SB Planned Principal Balance Schedule


 


See Annex E to the Prospectus.


 



    Schedule 2-1


     


    

 





SCHEDULE
3


 


mortgage
loan subject to loan seller defeasance rights and obligations


 


		1.	Penn Center West



 


		2.	One Market Center



 


		3.	Shoppes at Southern Palms



 


		4.	Penn Hills Shopping Center



 


		5.	Candlewood Suites Secaucus Meadowlands



 


		6.	50-52 Fadem Road



 


		7.	321 East 2nd Street



 


		8.	The Yard



 


		9.	Staybridge Suites Myrtle Beach



 


		10.	GED Integrated Solutions



 


		11.	Woodfield Corporate Center



 


		12.	Story Hill Apartments



 


		13.	Stay Over Suites



 


		14.	Candlewood Suites Fort Wayne



 


		15.	Hyatt House Broomfield Hotel



 


		16.	Starbucks Portfolio & 32330 N Harbor Drive



 


		17.	SS1 Multifamily Portfolio



 


		18.	SS2 Multifamily Portfolio



 


		19.	Quality Inn O’Hare



 


		20.	Burger King



 


		21.	Best Western Plus Liberty Lake



 


		22.	1313-1317 14th Street



 


		23.	Sterling (Signet) Jewelers Expansion



 


		24.	6-8 West 28th Street



 



    Schedule 3-1


     


    

 


		25.	Circle Apartments



 


		26.	Best Western Plus Diamond Valley Inn



 


		27.	1800-1836 W. Lake Avenue



 


		28.	600 Vine



 


		29.	111 West Jackson



 


		30.	Best Western Castillo Del Sol



 


		31.	Sirtaj Hotel Beverly Hills



 


		32.	Windbury Apartments



 


		33.	La Quinta Dallas Grand Prairie



 


		34.	Quarry Place at Tuckahoe



 


		35.	Soho House Chicago



 


		36.	Throggs Neck Shopping Center



 


		37.	Port Place Shoppes



 


		38.	Shoppes at College Hills



 


		39.	Garden Multifamily Portfolio



 


		40.	Nice-Pak Warehouse



 



    Schedule 3-2


     


    

 





SCHEDULE
4


 


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
	16	One Market Center	Upfront CapEx Reserve	$2,490,000
	21	Ohio Limited Service Hotel Portfolio	PIP Reserve	$3,000,000
	23	Hyatt House Broomfield Hotel	PIP Reserve	$1,726,349
	53	Candlewood Suites Athens	PIP Reserve	$1,149,954
	54	Candlewood Suites Fort Wayne	PIP Reserve	$668,000




 



    Schedule 4-1