Exhibit 4.1


 


EXECUTION VERSION


 


CREDIT SUISSE COMMERCIAL MORTGAGE SECURITIES
CORP.,

as Depositor


 


Midland
loan services, a division of pnc bank, national association,

as Master Servicer and 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


 


March 1, 2019


 


CSAIL 2019-C15 Commercial Mortgage Trust,

Commercial Mortgage Pass-Through Certificates


 


Series 2019-C15


 




     


     


    

 


 





	TABLE OF CONTENTS
	 	Page
	 
	ARTICLE I
	 
	DEFINITIONS
	 
	Section 1.01	Defined Terms	5
	Section 1.02	Certain Calculations	117
	Section 1.03	Certain Constructions	118
	 	 	 
	ARTICLE II
	 
	CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
	 
	Section 2.01	Conveyance of Mortgage Loans	119
	Section 2.02	Acceptance by Trustee	126
	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	131
	Section 2.04	Execution of Certificates; Issuance of Lower-Tier Regular Interests	146
	Section 2.05	[RESERVED]	147
	 	 	 
	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	147
	Section 3.02	Collection of Mortgage Loan Payments	154
	Section 3.03	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	158
	Section 3.04	The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account	163
	Section 3.05	Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	170
	Section 3.06	Investment of Funds in the Collection Account and the REO Account	180
	Section 3.07	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	182
	Section 3.08	Enforcement of Due-on-Sale Clauses; Assumption Agreements	187



 



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	Section 3.09	Realization Upon Defaulted Loans and Companion Loans	192
	Section 3.10	Trustee and Custodian to Cooperate; Release of Mortgage Files	196
	Section 3.11	Servicing Compensation	197
	Section 3.12	Inspections; Collection of Financial Statements	204
	Section 3.13	Access to Certain Information	210
	Section 3.14	Title to REO Property; REO Account	223
	Section 3.15	Management of REO Property	225
	Section 3.16	Sale of Defaulted Loans and REO Properties	227
	Section 3.17	Additional Obligations of Master Servicer and Special Servicer	234
	Section 3.18	Modifications, Waivers, Amendments and Consents	236
	Section 3.19	Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	244
	Section 3.20	Sub-Servicing Agreements	252
	Section 3.21	Interest Reserve Account	255
	Section 3.22	Directing Holder and Operating Advisor Contact with the Master Servicer and the Special Servicer	256
	Section 3.23	Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Holder	256
	Section 3.24	Intercreditor Agreements	260
	Section 3.25	Rating Agency Confirmation	263
	Section 3.26	The Operating Advisor	265
	Section 3.27	Companion Paying Agent	273
	Section 3.28	Companion Register	273
	Section 3.29	Certain Matters Relating to the Non-Serviced Mortgage Loans	274
	Section 3.30	Delivery of Excluded Information to the Certificate Administrator	275
	Section 3.31	Horizontal Credit Risk Retention	276
	Section 3.32	Resignation Upon Prohibited Risk Retention Affiliation	276
	Section 3.33	Litigation Control	277
	 	 	 
	ARTICLE IV
	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 
	Section 4.01	Distributions	281
	Section 4.02	Distribution Date Statement; CREFC® Investor Reporting Packages; Grant of Power of Attorney	291
	Section 4.03	P&I Advances	297
	Section 4.04	Allocation of Realized Losses	300
	Section 4.05	Appraisal Reduction Amounts; Collateral Deficiency Amounts	300
	Section 4.06	[Reserved]	305
	Section 4.07	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	305
	Section 4.08	Secure Data Room	309



 



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	ARTICLE V
	 	 	 
	THE CERTIFICATES
	 
	Section 5.01	The Certificates	310
	Section 5.02	Form and Registration	312
	Section 5.03	Registration of Transfer and Exchange of Certificates	314
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	323
	Section 5.05	Persons Deemed Owners	324
	Section 5.06	Access to List of Certificateholders’ Names and Addresses; Special Notices	324
	Section 5.07	Maintenance of Office or Agency	325
	Section 5.08	Appointment of Certificate Administrator	325
	Section 5.09	[Reserved]	326
	Section 5.10	Voting Procedures	326
	 	 	 
	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	327
	Section 6.02	Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	333
	Section 6.03	Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer	334
	Section 6.04	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	335
	Section 6.05	Depositor, Master Servicer and Special Servicer Not to Resign	340
	Section 6.06	Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	341
	Section 6.07	The Master Servicer and the Special Servicer as Certificate Owner	341
	Section 6.08	The Directing Holder	341
	Section 6.09	Knowledge of Wells Fargo Bank, National Association	349
	 	 	 
	ARTICLE VII
	 	 	 
	 	SERVICER TERMINATION EVENTS	 
	Section 7.01	Servicer Termination Events; Master Servicer and Special Servicer Termination	349



 



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	Section 7.02	Trustee to Act; Appointment of Successor	358
	Section 7.03	Notification to Certificateholders	360
	Section 7.04	Waiver of Servicer Termination Events	360
	Section 7.05	Trustee as Maker of Advances	360
	 	 	 
	ARTICLE VIII
	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 	 	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	361
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	362
	Section 8.03	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	364
	Section 8.04	Trustee or Certificate Administrator May Own Certificates	365
	Section 8.05	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	365
	Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	367
	Section 8.07	Resignation and Removal of the Trustee and Certificate Administrator	367
	Section 8.08	Successor Trustee or Certificate Administrator	370
	Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	371
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	371
	Section 8.11	Appointment of Custodians	372
	Section 8.12	Representations and Warranties of the Trustee	372
	Section 8.13	Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	373
	Section 8.14	Representations and Warranties of the Certificate Administrator	374
	Section 8.15	Compliance with the PATRIOT Act	375
	 
	ARTICLE IX
	 
	TERMINATION
	 
	Section 9.01	Termination upon Repurchase or Liquidation of All Mortgage Loans	375
	Section 9.02	Additional Termination Requirements	379
	 	 	 
	ARTICLE X
	 	 	 
	ADDITIONAL REMIC PROVISIONS
	 	 	 
	Section 10.01	REMIC Administration	380
	Section 10.02	Use of Agents	384
	Section 10.03	Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	384
	Section 10.04	Appointment of REMIC Administrators	384



 



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	ARTICLE XI
	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 	 
	Section 11.01	Intent of the Parties; Reasonableness	385
	Section 11.02	Succession; Subcontractors	386
	Section 11.03	Filing Obligations	388
	Section 11.04	Form 10-D and Form ABS-EE Filings	389
	Section 11.05	Form 10-K Filings	393
	Section 11.06	Sarbanes-Oxley Certification	396
	Section 11.07	Form 8-K Filings	397
	Section 11.08	Form 15 Filing	399
	Section 11.09	Annual Compliance Statements	400
	Section 11.10	Annual Reports on Assessment of Compliance with Servicing Criteria	401
	Section 11.11	Annual Independent Public Accountants’ Attestation Report	403
	Section 11.12	[Reserved]	405
	Section 11.13	Indemnification	405
	Section 11.14	Amendments	407
	Section 11.15	Regulation AB Notices	408
	Section 11.16	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	408
	Section 11.17	Impact of Cure Period	413
	 	 	 
	ARTICLE XII
	 	 	 
	THE ASSET REPRESENTATIONS REVIEWER
	 	 	 
	Section 12.01	Asset Review	413
	Section 12.02	Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	419
	Section 12.03	Resignation of the Asset Representations Reviewer	420
	Section 12.04	Restrictions of the Asset Representations Reviewer	421
	Section 12.05	Termination of the Asset Representations Reviewer	421
	 	 	 
	ARTICLE XIII
	 	 	 
	MISCELLANEOUS PROVISIONS
	 	 	 
	Section 13.01	Amendment	424
	Section 13.02	Recordation of Agreement; Counterparts	428
	Section 13.03	Limitation on Rights of Certificateholders	429
	Section 13.04	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	430
	Section 13.05	Notices	430
	Section 13.06	Severability of Provisions	435
	Section 13.07	Grant of a Security Interest	435
	Section 13.08	Successors and Assigns; Third Party Beneficiaries	436



 



    -v-


     


    

 


	Section 13.09	Article and Section Headings	436
	Section 13.10	Notices to the Rating Agencies	436
	Section 13.11	PNC Bank, National Association	438



  



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



 






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	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



 






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	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 Notice of a Form 8-K/A Filing
	Exhibit VV	Form of Certificate Administrator Receipt of the HRR Certificates
	Exhibit WW	Form of Payment Instructions for the HRR Certificates



 






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	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







 




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This Pooling and Servicing
Agreement is dated and effective as of March 1, 2019, among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer and 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
for federal income tax purposes as two separate real estate mortgage investment conduits (the “Upper-Tier REMIC”
and the “Lower-Tier REMIC”, and each a “Trust REMIC” as described herein).


 


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


 


LOWER-TIER REMIC


 


The Lower-Tier REMIC
will hold the Mortgage Loans and will issue the Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-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)	$	11,856,000	 
	Class LA-2	(1)	$	64,072,000	 
	Class LA-3	(1)	$	133,800,000	 
	Class LA-4	(1)	$	345,226,000	 
	Class LA-SB	(1)	$	25,521,000	 
	Class LA-S	(1)	$	62,194,000	 
	Class LB	(1)	$	37,316,000	 
	Class LC	(1)	$	39,390,000	 
	Class LD	(1)	$	26,536,000	 
	Class LE-RR	(1)	$	19,073,000	 
	Class LF-RR	(1)	$	20,731,000	 
	Class LG-RR	(1)	$	9,329,000	 
	Class LNR-RR	(1)	$	34,207,166	 
	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 shall be deemed distributed
                                         to the Class LR Interest and 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 Regular Certificates, which are designated as the “regular
interests” in the Upper-Tier REMIC created hereunder. The Upper-Tier REMIC also will issue the uncertificated Class UR
Interest, which is the sole Class of “residual interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions
and is represented by the Class R Certificates.


 


THE CERTIFICATES


 


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


 






    -2-


     


    

 





	 	 	 	 	 	Original	 
	 	 	 	 	 	Certificate	 
	 	 	 	Initial Pass-	 	Balance or	 
	Corresponding Certificates	 	 	Through Rate	 	Notional Amount	 
	Class A-1 Certificates	 	 	2.9877	%	 	$	11,856,000	 
	Class A-2 Certificates	 	 	3.4505	%	 	$	64,072,000	 
	Class A-3 Certificates	 	 	3.7792	%	 	$	133,800,000	 
	Class A-4 Certificates	 	 	4.0529	%	 	$	345,226,000	 
	Class A-SB Certificates	 	 	3.9026	%	 	$	25,521,000	 
	Class X-A Certificates	 	 	1.2168	%(1)	 	$	642,669,000	(2)
	Class X-B Certificates	 	 	0.3263	%(1)	 	$	76,706,000	(2)
	Class A-S Certificates	 	 	4.2543	%	 	$	62,194,000	 
	Class B Certificates	 	 	4.4757	%	 	$	37,316,000	 
	Class C Certificates	 	 	5.1465	%	 	$	39,390,000	 
	Class X-D Certificates	 	 	2.1465	%(1)	 	$	26,536,000	(2)
	Class D Certificates	 	 	3.0000	%	 	$	26,536,000	 
	Class E-RR Certificates	 	 	5.1465	%	 	$	19,073,000	 
	Class F-RR Certificates	 	 	5.1465	%	 	$	20,731,000	 
	Class G-RR Certificates	 	 	5.1465	%	 	$	9,329,000	 
	Class NR-RR Certificates	 	 	5.1465	%	 	$	34,207,166	 
	Class R Certificates	 	 	N/A	 	 	 	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)	The
                                         Class R Certificates will not have a Certificate Balance or a Notional Amount, bear
                                         interest or be entitled to distributions of Yield Maintenance Charges. Any Available
                                         Funds remaining in the Upper-Tier REMIC Distribution Account (after all required distributions
                                         under this Agreement have been made to each Class of Regular Certificates) shall be deemed
                                         distributed to the Class UR Interest and be payable to the Holders of the Class R
                                         Certificates.



 


Pursuant to the Certificate
Purchase Agreement, Grass River Real Estate Credit Partners REIT LLC or an affiliate (“Grass River REIT”) is
purchasing from the Initial Purchasers all of the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates.
The Certificates that Grass River REIT 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 $829,251,167.


 






    -3-


     


    

 


WHOLE LOANS


 


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

	Darden
    Headquarters	Serviced	N/A	Note
                                         A-1


        Note
        A-2


        Note
        A-3

	Control
                                         Note


        Non-Control
        Note


        Non-Control
        Note

	$60,000,000


        $30,000,000


        $20,000,000

	CSAIL
                                         2019-C15


        Column
        Financial, Inc.


        CSAIL
        2019-C15


	SITE
    JV Portfolio	Non-Serviced	CSMC
    2018-SITE	Note
                                         A-1


        Note
        A-2


        Note
        B

	Non-Control
                                         Note


        Non-Control
        Note


        Control
        Note

	$170,000,000


        $50,000,000


        $144,320,000

	CSMC
                                         2018-SITE


        CSAIL
        2019-C15


        CSMC
        2018-SITE(2)


	787
    Eleventh Avenue	Non-Serviced	SGCMS
    2019-787E	Note
                                         A-1A


        Note
        A-1B


        Note
        A-1C


        Note
        A-1D


        Note
        A-2


        Note
        B

	Non-Control
                                         Note


        Non-Control
        Note


        Non-Control
        Note


        Non-Control
        Note


        Non-Control
        Note


        Control
        Note

	$70,000,000


        $45,000,000


        $30,000,000


        $30,000,000


        $117,500,000


        $117,500,000

	SGCMS
                                         2019-787E


        CSAIL
        2019-C15


        Societe
        Generale Financial Corporation


        Societe
        Generale Financial Corporation


        SGCMS
        2019-787E


        Société
        Générale(2)


	ExchangeRight
    Net Leased Portfolio 24	Serviced	N/A	Note
                                         A-1


        Note A-2


        Note A-3


        Note A-4

	Control
                                         Note


        Non-Control Note


        Non-Control Note


        Non-Control Note

	$25,000,000


        $4,165,000


        $15,000,000


        $10,000,000

	CSAIL
                                         2019-C15


        UBS 2018–C15


        Societe Generale Financial
        Corporation


        CSAIL 2019-C15


	2
    North 6th Place	Servicing
    Shift	N/A(3)	Note
                                         A-1


        Note
        A-2


        Note
        A-3


        Note
        A-B


        Note
        B

	Non-Control
                                         Note


        Non-Control
        Note


        Non-Control
        Note


        Non-Control
        Note


        Control
        Note

	$106,600,000


        $34,000,000


        $20,000,000


        $99,400,000


        $120,000,000

	Natixis
                                         Real Estate Capital LLC


        CSAIL
        2019-C15


        Natixis
        Real Estate Capital LLC


        Natixis
        Real Estate Capital LLC(2)


        John
        Hancock Life Insurance Company (U.S.A.)(2)


	Saint
    Louis Galleria	Non-Serviced	Benchmark
    2018-B8(4)	Note
                                         A-1-A1


        Note A-1-A2


        Note A-1-A3


        Note A-1-A4


        Note A-1-A5


        Note A-2-A1


        Note A-2-A2


        Note A-2-A3


        Note A-2-A4


        Note A-2-A5

	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

	$60,000,000


        $55,000,000


        $20,000,000


        $20,000,000


        $6,479,245


        $30,000,000


        $20,000,000


        $15,000,000


        $10,000,000


        $3,520,755

	Deutsche
                                         Bank AG, acting through its New York Branch(4)


        Benchmark 2018-B8


        Deutsche Bank AG, acting
        through its New York Branch


        Deutsche Bank AG, acting
        through its New York Branch


        Deutsche Bank AG, acting
        through its New York Branch


        UBS 2018-C15


        CSAIL 2019-C15


        UBS 2018-C15


        CSAIL 2019-C15


        CSAIL 2019-C15


	Georgetown
    Squared & Seattle Design Center	Non-Serviced	CSAIL
    2018-C14	Note
                                         A-1


        Note
        A-2


        Note
        A-3


        Note
        A-4

	Control
                                         Note


        Non-Control
        Note


        Non-Control
        Note


        Non-Control
        Note

	$31,000,000


        $34,000,000


        $20,000,000


        $6,000,000

	CSAIL
                                         2018-C14


        CSAIL
        2018-C14


        CSAIL
        2019-C15


        CSAIL
        2019-C15


	Continental
    Towers	Non-Serviced	CSAIL
    2018-C14	Note
                                         A-1


        Note
        A-2


        Note
        A-3

	Control
                                         Note


        Non-Control
        Note


        Non-Control
        Note

	$44,500,000


        $25,000,000


        $15,000,000

	CSAIL
                                         2018-C14


        CSAIL
        2019-C15


        CSAIL
        2018-C14


	Nebraska
    Crossing	Non-Serviced	UBS
    2018-C14	Note
                                         A-1


        Note A-2


        Note A-3


        Note A-4

	Control
                                         Note


        Non-Control Note


        Non-Control Note


        Non-Control Note

	$35,000,000


        $15,000,000


        $13,000,000


        $8,500,000

	UBS
                                         2018-C14


        CSAIL 2019-C15


        UBS 2018-C15


        CSAIL 2019-C15


	Desert
    Marketplace	Serviced	N/A	Note
                                         A-1


        Note A-2

	Control
                                         Note


        Non-Control Note

	$23,000,000


        $10,000,000

	CSAIL
                                         2019-C15


        Grass River Warehouse
        Facility Entity One, LLC


	Prudential
    – Digital Realty Portfolio	Non-Serviced	BANK
    2018-BNK14	Note
                                         A-1


        Note
        A-2-1


        Note
        A-2-2


        Note
        A-3


        Note
        A-4


        Note A-5

	Control
                                         Note


        Non-Control
        Note


        Non-Control
        Note


        Non-Control
        Note


        Non-Control
        Note


        Non-Control Note

	$70,000,000


        $26,000,000


        $10,000,000


        $70,000,000


        $11,000,000


        $25,000,000

	BANK
                                         2018-BNK14


        BANK
        2018-BNK15


        BANK
        2019-BNK16


        CSAIL
        2018-C14


        CSAIL
        2019-C15


        WFCM 2018-C48






 





 






 






    -4-


     


    

 


		(1)	Or
                                         an equivalent entity. Notes for which “CSAIL 2019-C15” 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”.



 


		(3)	On
                                         and after the related Servicing Shift Securitization Date, the Servicing Shift Whole
                                         Loan will be serviced pursuant to the related Non-Serviced PSA.



 


		(4)	On
                                         and after the securitization of the Saint Louis Galleria Companion Loan identified as
                                         Note A-1-A1, the Saint Louis Galleria Whole Loan will be serviced pursuant to the Non-Serviced
                                         PSA governing the securitization of such Note.



 


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 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:


 


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, have the meanings specified in this Article.


 


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


 


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


 


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


 


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


 






    -5-


     


    

 


“2 North 6th
Place Intercreditor Agreement”: That certain Agreement between Noteholders, dated as of February 11, 2019, by and between
the holders of the respective promissory notes evidencing the 2 North 6th Place Whole Loan, setting forth the respective rights
of such holders, as the same may be amended in accordance with the terms thereof.


 


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


 


“3650 REIT”:
Grass River Real Estate Credit Partners Loan Funding, LLC, d/b/a 3650 REIT, a Delaware limited liability company, and its successors
in interest.


 


“787 Eleventh
Avenue Intercreditor Agreement”: That certain Amended and Restated Co-Lender Agreement, dated as of January 9, 2019,
by and between the holders of the respective promissory notes evidencing the 787 Eleventh Avenue Whole Loan, setting forth the
respective rights of such holders, as the same may be amended in accordance with the terms thereof.


 


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


 


“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.


 


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


 


“AB Subordinate
Companion Loan”: Each Companion Loan that is identified as an “AB Subordinate Companion Loan” in the “Whole
Loan” chart in the Preliminary Statement.


 


“AB Whole Loan”:
Each Whole Loan that is indicated as having an “AB Subordinate Companion Loan” in the “Whole Loan” chart
in the Preliminary Statement.


 


“AB Whole Loan
Controlling Holder”: With respect to a Serviced AB Whole Loan, the “Directing Lender” or similarly defined
party identified in the related 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


 






    -6-


     


    

 


Mortgage
Loan documents arising by reason of any failure on the part of the related Mortgagor to maintain with respect to the related Mortgaged
Property (i)  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)  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 (i) unless
a Control Termination Event is continuing, with the consent of the Directing Holder (other than with respect to an Excluded Loan))
(and during a Control Termination Event while no Consultation 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 if the
Directing Holder does not respond within twenty (20) days to the Special Servicer’s request for such consent or consultation,
as applicable, such consent or consultation shall be deemed waived; provided, further, that upon the Special Servicer’s
determination, consistent with the Servicing Standard, that exigent circumstances do not allow the Special Servicer to consult
with the Directing Holder, the Special Servicer is not required to do so.


 


“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 Mortgagor to a party other than the lender under such
Mortgage Loan that is secured by the Mortgaged Property as of the Closing Date as set forth on Schedule 1, 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, attached as Exhibit EE.


 


“Additional
Exclusions”: Exclusions in addition to those customarily found in the insurance policies for mortgaged properties similar
to a given Mortgaged Property 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).


 






    -7-


     


    


 


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


 


“Administrative
Cost Rate”: As of any date of determination and with respect to each Mortgage Loan, a per annum rate equal to
the sum of the Servicing Fee Rate, the Certificate Administrator/Trustee Fee Rate (which fee rate accounts for the Trustee fee),
the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property
Royalty License Fee Rate and, in the case of each Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate.


 


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


 


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


 


“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, including any related amendments and supplements.


 


“Applicable
Laws”: As defined in Section 8.15.


 


“Applicable
State and Local Tax Law”: (a) The tax laws of the State of New York and (b) such other state or local tax
laws whose applicability has 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. The Master Servicer or the Special


 






    -8-


     


    

 


Servicer shall cause any Appraisal ordered
by such party to be performed by an Independent MAI designated appraiser.


 


“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 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, Crossed
Mortgage Loan Group 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, Crossed Mortgage Loan Group 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(s)), (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, that 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


 






    -9-


     


    

 


calculated as of
the first Determination Date that is at least ten (10) Business Days thereafter. Promptly upon the occurrence of an Appraisal
Reduction Event (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 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), 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 will 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


 






    -10-


     


    

 


dismissed within such time),
(v) sixty (60) days after the date on which an involuntary petition of bankruptcy is filed with respect to a Mortgagor if
not dismissed within such time, (vi) ninety (90) days after an uncured delinquency occurs in respect of a Balloon Payment
with respect to such Mortgage Loan or a related Companion Loan, as applicable, except where a refinancing is anticipated within
one hundred twenty (120) days after the Maturity Date of the Mortgage Loan or a related Companion Loan, as applicable, in which
case one hundred twenty (120) days after such uncured delinquency, and (vii) immediately after such Mortgage Loan or a related
Companion Loan, as applicable, becomes an REO Loan; provided that the thirty (30) day period referenced in clause (iii)
and clause (iv) shall not apply if the related Mortgage Loan is a Specially Serviced Loan; provided, further,
however, that, if an event described in this definition occurs at any time when the aggregate Certificate Balances of all
Classes of Subordinate Certificates have been reduced to zero, such event shall be deemed not to constitute an Appraisal Reduction
Event. 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 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
Services Provider”: As defined in Section 2.03(n)(i).


 


“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).


 


“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
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.


 






    -11-


     


    




 


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


 


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


 


“Asset
Review Report”: A report setting forth the results of an Asset Review substantially in the form of 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 of 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 Mortgage Loans) 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 Mortgage Loans) held by the Trust as of the end of the applicable Collection Period.


 


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


 


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


 


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


 


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


 


“Assignment
of Mortgage”: An assignment of Mortgage without recourse, notice of transfer or equivalent instrument, in recordable
form, which is sufficient under the laws of the jurisdiction in which the related Mortgaged Property is located to reflect of
record the sale of the Mortgage, which assignment, notice of transfer or equivalent instrument may be in the form of one or more
blanket assignments covering Mortgages encumbering Mortgaged Properties located in the same jurisdiction, if permitted by law
and acceptable for recording.


 






    -12-


     


    




 


“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 any related REO Mortgage Loan), an amount equal to the sum of (a) the principal portion of the Periodic Payment that
would have been due on such Mortgage Loan or REO Loan (for purposes of any P&I Advances, only taking into account any related
REO Mortgage Loan) on the related Due Date based on the constant payment required by the related Mortgage Note or the original
amortization schedule of such Mortgage Loan (as calculated with interest at the related Mortgage Rate), if applicable, assuming
such Balloon Payment has not become due, after giving effect to any reduction in the principal balance thereof occurring in connection
with a modification of such Mortgage Loan in connection with a default or bankruptcy (or similar proceeding), and/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 any related REO 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)) and any REO
Property on deposit in the Collection Account (in each case, exclusive of any amount on deposit in or credited to any portion
of the Collection Account that is held for the benefit of the Companion Holders) as of the related P&I Advance Date, exclusive
of (without duplication):


 


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


 


(ii)               
all unscheduled Principal Prepayments (together with any related payments of interest allocable to the period following the related
Due Date for the related Mortgage Loan), Liquidation Proceeds or 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;


 






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(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 Yield Maintenance Charges allocable to the Mortgage Loans;


 


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


 


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


 


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


 


(c)               
the aggregate amount of any (i) Compensating Interest Payments made by the Master Servicer with respect to the Mortgage Loans
with respect to such Distribution Date pursuant to Section 3.17(a) and (ii) P&I Advances made by the Master
Servicer or the Trustee, as applicable, with respect to the Mortgage Loans and the Distribution Date (net of the related Certificate
Administrator/Trustee Fee, Operating Advisor Fee and Asset Representations Reviewer Fee actually payable with respect to the Mortgage
Loans for which such P&I Advances are made if not already deducted under clause (a)(iii)) pursuant to Section 4.03
or Section 7.05;


 


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


 


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


 


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


 


“Balloon
Mortgage Loan”: Any Mortgage Loan or Companion Loan that by its original terms or by virtue of any modification entered
into as of the Closing Date provides for






    -14-


     


    

 


 


an amortization schedule for such Mortgage Loan or Companion Loan extending beyond its
Maturity Date.


 


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


 


“BANK
2018-BNK14 PSA”: That certain pooling and servicing agreement, dated as of September 1, 2018, among Morgan Stanley Capital
I Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, Rialto Capital Advisors, LLC, as general
special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer, Wells Fargo Bank, National
Association, as certificate administrator, and 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 BANK 2018-BNK14 Commercial Mortgage Pass-Through Certificates, Series 2018-C14.


 


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


 


“Base
Interest Fraction”: As defined in Section 4.01(e).


 


“Benchmark
2018-B8 PSA”: That certain pooling and servicing agreement, dated as of December 1, 2018, among J.P. Morgan Chase Commercial
Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer,
CWCapital Asset Management LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and
as trustee, and Pentalpha Surveillance 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-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-B8.


 


“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.


 



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“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 CMBS 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, Florida, New
York, 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 2019-C15, 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 any successor
certificate administrator appointed hereunder. Wells Fargo Bank, National Association shall perform the certificate administrator
role through its Corporate Trust Services division.


 


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


 


“Certificate
Administrator/Trustee Fee Rate”: A rate equal to 0.00850% 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 and the Class R
Certificates), (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


 






    -16-


     


    

 


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 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 or Original Notional Amount.


 


“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 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






    -17-


     


    

 


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, with respect to the termination
of the Special Servicer, 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.


 


“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-SB and Class A-S
Certificate.


 


“Class A-1
Certificate”: A Certificate designated as “Class A-1” on its face, in the form of Exhibit A-1,
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 2.9877%.


 






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“Class A-2
Certificate”: A Certificate designated as “Class A-2” on its face, in the form of Exhibit A-2,
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 3.4505%.


 


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


 


“Class A-3
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.7792%.


 


“Class A-4
Certificate”: A Certificate designated as “Class A-4” on its face, in the form of Exhibit A-4,
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
4.0529%.


 


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


 


“Class A-S
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 4.2543%.


 


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


 


“Class A-SB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.9026%.


 


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


 


“Class B
Certificate”: A Certificate designated as “Class B” on its face, in the form of Exhibit A-10,
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 (a) 4.4757%
and (b) the WAC Rate for such Distribution Date.


 






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“Class C
Certificate”: A Certificate designated as “Class C” on its face, in the form of Exhibit A-11,
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 its face, in the form of Exhibit A-12,
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 a fixed rate of 3.0000%.


 


“Class E-RR
Certificate”: A Certificate designated as “Class E-RR” on its face, in the form of Exhibit A-13,
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.


 


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


 


“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. 


 


“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


 






    -20-


     


    

 


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


 


“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.


 


“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.


 


“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.


 


“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.


 


“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.


 


“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.


 


“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.







 


“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.


 


“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.






    -21-


     


    

 


 


“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.


 


“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 its face, in the form of Exhibit A-16,
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 its face in the form of Exhibit A-17,
and evidencing the sole class of “residual interest” in each Trust REMIC for purposes of the REMIC Provisions.


 


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


 


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


 


“Class X-A
Certificate”: A Certificate designated as “Class X-A” on its face, in the form of Exhibit A-6,
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-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-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.


 


“Class X-B
Certificate”: A Certificate designated as “Class X-B” on its face, in the form of Exhibit A-7,
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.


 






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“Class X-B
Pass-Through Rate”: The Pass-Through Rate for Class X-B Certificates for any Distribution Date will equal the excess,
if any, of (a) the 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.


 


“Class X-D
Certificate”: A Certificate designated as “Class X-D” on its face, in the form of Exhibit A-8,
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
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.


 


“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”: March 6, 2019.


 


“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 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 Master Servicer), plus (z) any other
escrows or reserves (in addition to any amounts set forth


 






    -23-


     


    

 


 


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 Special
Servicer may conclusively rely on the Master Servicer’s calculation or determination of any Collateral Deficiency Amount
with respect to any Non-Serviced Mortgage Loan. The Certificate Administrator and the Master Servicer may conclusively rely on
the Special Servicer’s calculation or determination of any Collateral Deficiency Amount with respect to any Mortgage Loan
(other than a Non-Serviced Mortgage Loan). In the case of a Serviced Whole Loan, any Collateral Deficiency Amount shall be allocated
among the related Mortgage Loan, Serviced Pari Passu Companion Loan(s) and Subordinate Companion Loan(s) in the same manner as
Appraisal Reduction Amounts.


 


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), the Appraised Value for the related Mortgaged Property determined in connection
with this definition shall be determined on an “as-is” basis.


 


“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 titled “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 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-C15”. 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.


 






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“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 titled
“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 2019-C15 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-C15, Companion Distribution Account”. The Companion Distribution
Account shall not be an asset of the Trust or any Trust REMIC, but instead shall be held by the Companion Paying Agent on behalf
of the Companion Holders. Any such account shall be an Eligible Account. Notwithstanding the foregoing, if the Master Servicer
and the Companion Paying Agent are the same entity, the Companion Distribution Account may be the subaccount referenced in the
second paragraph of Section 3.04(b).


 


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


 


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


 


“Companion
Loan Rating Agency”: Any NRSRO rating any class of Serviced Companion Loan Securities.


 


“Companion
Loan Rating Agency Confirmations”: A confirmation from each applicable rating agency 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).


 


“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”: As defined in 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


 






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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 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 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 (i) 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 or (ii) a Holder of the Class E-RR Certificates is the
majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of
the Controlling Class Certificateholder, and such rights have not been reinstated to a successor Controlling Class Certificateholder
pursuant to Section 3.23(l); provided that no Consultation Termination Event resulting solely from the operation
of clause (ii) will be deemed to have existed or be in continuance with respect to a successor Holder of the Class E-RR Certificates
that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder; provided,
further, that no Consultation Termination Event may occur with respect to the 2 North 6th Place Whole Loan and the term
“Consultation Termination Event” shall not be applicable to the Directing Holder related to the 2 North 6th Place
Whole Loan. With respect to any Excluded Loan, a Consultation Termination Event shall be deemed to exist with respect to such
Excluded Loan at all times.


 


“Continental
Towers Intercreditor Agreement”: That certain Agreement between Noteholders, dated as of September 9, 2018, by and between
the holders of the respective promissory notes evidencing the Continental Towers Whole Loan, setting forth the respective rights
of such holders, as the same may be amended in accordance with the terms thereof.


 






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


 


“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 4.05(a))
that is at least equal to 25% of the initial Certificate Balance of such Class, (ii) such Mortgage Loan or Whole Loan is an Excluded
Loan or (iii) a Holder of the Class E-RR Certificates becoming the majority Controlling Class Certificateholder and having irrevocably
waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not
been reinstated to a successor Controlling Class Certificateholder pursuant to Section 3.23(l); provided that
a Control Termination Event (other than a Control Termination Event pursuant to clause (iii)) shall not be deemed continuing
if the Certificate Balances of the all Classes of Certificates (other than the Control Eligible Certificates) have been reduced
to zero as a result of principal payments on the Mortgage Loans; provided, further, no Control Termination Event
may occur with respect to the 2 North 6th Place Whole Loan and the term “Control Termination Event” shall not be applicable
to the Directing Holder related to the 2 North 6th Place Whole Loan.


 


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






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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, the Master Servicer, the Special
Servicer and the Operating Advisor may rely on any such list so provided.


 


“Corporate
Trust Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any
particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of
the execution of this Agreement is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Bank,
600 South 4th Street, 7th Floor, MAC: N9300-070, Minneapolis, Minnesota 55479, Attention: Certificate Transfer Services - CSAIL
2019-C15; and (ii) with respect to the Trustee at 9062 Old Annapolis Road, Columbia, Maryland, 21045-1951; 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 2019-C15.


 


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


 


“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.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“CREFC®
Intellectual Property Royalty License Fee”: With respect to each Mortgage Loan and REO Mortgage 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 Mortgage Loan as of the close of business
on the Distribution Date in such Interest Accrual Period; provided that such amounts shall be computed for the same period
and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage
Loan or REO Mortgage Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the CREFC®
Intellectual Property Royalty License Fee shall be deemed payable by the Master Servicer from the Lower-Tier REMIC.


 


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


 


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


 


“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time
as the “CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor
Reporting Package contains 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 


 



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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
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


 






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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” 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 each Class 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 Subordinate 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). Each Crossed Mortgage Loan Group, if any, is identified by a separate letter under the column heading “Cross
Collateralized Group” on the Mortgage Loan Schedule.


 


“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). Each Crossed Underlying Loan,
if any, is identified under the column heading “Cross Collateralized Group” on the Mortgage Loan Schedule.


 






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“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 is not
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 is not 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, furnishes the Trustee and the Certificate
Administrator with an Opinion of Counsel that any modification relating to the repurchase or substitution of a Crossed Underlying
Loan shall not cause an Adverse REMIC Event to occur, (iv) the related Mortgage Loan Seller causes the affected Crossed Underlying
Loan to become not cross-collateralized and cross-defaulted with the remaining related Crossed Underlying Loans prior to such
repurchase or substitution or otherwise forbears from exercising enforcement rights against the Primary Collateral for any Crossed
Underlying Loan(s) remaining in the Trust (while the Trust forbears from exercising enforcement rights against the Primary Collateral
for the Mortgage Loan removed from the Trust) and (v) (other than with respect to any Excluded Loan) unless a Control Termination
Event is continuing, the Directing Certificateholder consents to the repurchase or substitution of the affected Crossed Underlying
Loan, which consent shall not be unreasonably withheld, conditioned or delayed.


 


“CSMC
2018-SITE TSA”: That certain trust and servicing agreement, dated as of December 6, 2018, among Credit Suisse Commercial
Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as servicer, Midland Loan Services, a Division
of PNC Bank, National Association, as special servicer, U.S. Bank National Association, as certificate administrator, U.S. Bank
National Association, as trustee, U.S. Bank National Association, as custodian, and Park Bridge Lender Services LLC, as operating
advisor, as from time to time amended, supplemented or modified relating to the issuance of the CSMC 2018-SITE, Commercial Mortgage
Pass-Through Certificates, Series 2018-SITE.


 


“CSAIL
2018-C14 PSA”: That certain pooling and servicing agreement, dated as of November 1, 2018, among Credit Suisse Commercial
Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors,
LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association,
as trustee, and Pentalpha Surveillance LLC, as


 






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operating advisor and as asset representations reviewer, as from time to time amended,
supplemented or modified relating to the issuance of the CSAIL 2018-C14 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2018-C14.


 


“Cumulative
Appraisal Reduction Amount”: As of any date of determination, 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 may conclusively rely on the Special Servicer’s calculation or determination of any Cumulative
Appraisal Reduction Amount with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan). With respect to a Non-Serviced
Mortgage Loan, the Special Servicer and the Certificate Administrator shall be entitled to conclusively rely on the applicable
Non-Serviced Special Servicer’s or Non-Serviced Master Servicer’s, as applicable, calculation of any Appraisal Reduction
Amount with respect to such Non-Serviced Mortgage Loan and on the Master Servicer’s calculation or determination of any
Collateral Deficiency Amount with respect to such Non-Serviced Mortgage Loan.


 


“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 March 2019, or with respect
to any Mortgage Loan that has its first Due Date after March 2019, the date that would have otherwise been the related Due Date
in March 2019.


 


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


 


“Darden
Headquarters Intercreditor Agreement”: That certain Agreement between Noteholders, dated as of December 21, 2018, by
and between the holders of the respective promissory notes evidencing the Darden Headquarters Whole Loan, setting forth the respective
rights of such holders, as the same may be amended in accordance with the terms thereof.


 


“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.


 






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


 


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


 


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


 


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


 


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


 


“Deficient
Exchange Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer, the Custodian, the Certificate Administrator, the Trustee and each Servicing Function Participant and
Additional Servicer retained by it (other than an Initial Sub-Servicer), any item (x) regarding such party, (y) prepared
by such party or any registered public accounting firm, attorney or other agent retained by such party to prepare such information
and (z) delivered by or on behalf of such party pursuant to the delivery requirements under Article XI 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.


 






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“Definitive
Certificate”: Any Certificate in definitive, fully registered form without interest coupons. Initially, the Class R
Certificates, HRR Certificates and 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 its face,
(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.


 


“Desert
Marketplace Intercreditor Agreement”: That certain Agreement between Noteholders, dated as of February 7, 2019, by and
between the holders of the respective promissory notes evidencing the Desert Marketplace Whole Loan, setting forth the respective
rights of such holders, as the same may be amended in accordance with the terms thereof.


 


“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;


 






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


 


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


 


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


 


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


 


(8)             
legal description of the related Mortgaged Property;


 


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


 


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


 


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


 


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


 


(13)           
the related Mortgagor tax ID;


 


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


 


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


 


(16)          
in the case of a Serviced Whole Loan or a Mortgage Loan with related mezzanine debt, a copy of the related Intercreditor Agreement(s).


 


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


 


“Determination
Date”: With respect to any Distribution Date, the eleventh (11th) day of each calendar month (or, if
the eleventh (11th) calendar day of that month is not a Business Day, then the next Business Day), commencing
in April 2019.


 






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


 


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


 


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


 


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


 


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


 


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


 


(v)              
 the policy or certificate of lender’s title insurance 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;


 






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(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 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;


 






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


 


(k)               
a copy of all zoning reports;


 


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


 


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


 


(n)              
a copy of all UCC searches;


 


(o)              
a copy of all litigation searches;


 


(p)              
a copy of all bankruptcy searches;


 


(q)              
a copy of the origination settlement statement;


 


(r)               
a copy of any Insurance Consultant Report;


 


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


 


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


 


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


 


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


 


in
each such case, as and to the extent that the originator received such documents 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.


 






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


 


“Directing
Certificateholder”: The initial Directing Certificateholder shall be Grass River REIT. 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 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. During 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. If
the Controlling Class Certificateholder has elected to irrevocably waive its right to appoint a Directing Certificateholder or
to exercise any of the rights of the Controlling Class Certificateholder, there will be no Directing Certificateholder and no
party will be entitled to exercise any of the rights of the Directing Certificateholder until such time as a Controlling Class
Certificateholder is reinstated pursuant to Section 3.23(l) and a new Directing Certificateholder is appointed in
accordance with the terms hereof. The Certificate Administrator and the other parties hereto shall 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”:


 


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


 


(b)               
with respect to any Serviced AB Whole Loan (other than the 2 North 6th Place Whole Loan), (i) prior to a related Control Appraisal
Period, the related AB Whole Loan Controlling Holder and (ii) during a related Control Appraisal Period, the Directing Certificateholder;


 


(c)               
with respect to any Servicing Shift Whole Loan (other than the 2 North 6th Place 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 party identified as the “directing certificateholder” (or other analogous term) under the
related Non-Serviced PSA; and


 






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(d)              
with respect to the 2 North 6th Place Whole Loan, (i) if no Control Appraisal Period is in effect with respect to such Companion
Loan, the holder of the related Companion Loan identified as Note B, (ii) during a Control Appraisal Period under the related
Intercreditor Agreement with respect to the related Companion Loan identified as Note B, but while no Control Appraisal Period
is in effect under the related Intercreditor Agreement with respect to the related Companion Loan identified as Note A-B, the
holder of such Note A-B (or its representative), and (iii) during a Control Appraisal Period under the related Intercreditor Agreement
with respect to the related Companion Loan identified as Note A-B, the holder of the related Companion Loan identified as Note
A-1 (or its representative).


 


No
Control Termination Event or a Consultation Termination Event shall 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 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
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 such 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.


 


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


 






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


 


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


 


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


 


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


 


“Disqualified
Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the
United States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if
all of its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by
such governmental unit), (ii) a foreign government, any international organization or any agency or instrumentality of any
of the foregoing, (iii) any organization 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 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 and the Lower-Tier REMIC Distribution Account (and
in each case any subaccount thereof), all of which may be subaccounts of a single Eligible Account.


 


“Distribution
Date”: The fourth (4th) Business Day following each Determination Date, beginning in April 2019. The initial
Distribution Date will be April 17, 2019.


 


“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,


 






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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 or as having failed to comply (after any applicable cure period) with any similar Regulation
AB reporting requirements under any other securitization transaction. 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 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 PNC Bank, National Association so
long as PNC Bank, National


 






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Association’s long term unsecured debt or deposit rating shall be at least “A2” from
Moody’s and “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 PNC Bank, National Association’s
short term deposit or short term unsecured debt rating shall be at least “P-1” from Moody’s and “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 (or higher) rating by at least two (2)
NRSROs (which may include Moody’s and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation); (iii) such
other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable
clause, would be listed in clauses (i) 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 Companion Loan
Rating Agency Confirmations have been obtained with respect to any Serviced Companion Loan Securities, which account may be an
account maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer; or (v) a
segregated trust account or accounts maintained with the corporate trust department of a federal or state chartered depository
institution or trust company that has a long-term unsecured debt rating of at least “A2” from Moody’s (if the
deposits are to be held in the account for more than thirty (30) days) or a short-term unsecured debt rating of at least “P-1”
from Moody’s if the deposits are to be held in the account for thirty (30) days or less) and that, in either case, has corporate
trust powers, acting in its fiduciary capacity, provided that any state chartered depository institution or trust company
is subject to regulation regarding fiduciary funds substantially similar to 12 C.F.R. § 9.10(b). Eligible Accounts may
bear interest. No Eligible Account shall be evidenced by a certificate of deposit, passbook or other similar instrument.


 


“Eligible
Asset Representations Reviewer”: An entity 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 or 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


 






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respective Affiliates, or have been paid any fees, compensation or other
remuneration by any of them in connection with any such services, and (e) 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 entity (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), 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 Trust; (c) that 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, any Mortgage Loan, any Companion
Loan, 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 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).


 


“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.


 






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“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 Certificate) that does not meet the requirements
of Prohibited Transaction Exemption 89-90, as amended by Prohibited Transaction Exemption 2013-08 (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.


 


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


 


“Excess
Modification Fee Amount”: With respect to either the Master Servicer or the Special Servicer, any Corrected Loan and
any particular modification, waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment
of a Workout Fee, an amount equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor
with respect to the related Mortgage Loan (and each related Serviced Companion Loan, unless prohibited under the related Intercreditor
Agreement) and received and retained by the Master Servicer or the Special Servicer, as applicable, as compensation within the
prior twelve (12) months of such modification, waiver, extension or amendment, but only to the extent those fees have not previously
been deducted from a Workout Fee or Liquidation Fee and, as provided in Section 3.11(c), only after the Special Servicer
has received $25,000 in Workout Fees with respect to such Corrected Loan.


 


“Excess
Modification Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole
Loan, the sum of (A) the excess, if any, of (i) any and all Modification Fees with respect to a modification, waiver,
extension or amendment of any of the terms of such Mortgage Loan or Serviced Whole Loan, as applicable, over (ii) all unpaid
or unreimbursed additional expenses (including, without limitation, reimbursement of Advances and interest on Advances to the
extent not otherwise paid or reimbursed by the Mortgagor but excluding Special Servicing Fees, Workout Fees and Liquidation Fees)
outstanding or previously incurred on behalf of the Trust with respect to the related Mortgage Loan or Serviced Whole Loan, as
applicable, and reimbursed from such Modification Fees and (B) expenses previously paid or reimbursed from Modification Fees
as described in the preceding clause (A), which expenses have been recovered from the related Mortgagor or otherwise.
With respect to each of the Master Servicer and the Special Servicer, the Excess


 






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Modification Fees collected and earned by such
Person from the related Mortgagor (taken in the aggregate with any other Excess Modification Fees collected and earned by such
Person from the related Mortgagor within the prior twelve (12) months of the collection of the current Excess Modification
Fees) will be subject to a cap of the greater of (i) 1.0% of the outstanding principal balance of the related Mortgage Loan
or Serviced Whole Loan, as applicable, on the closing date of the related modification, extension, waiver or amendment (after
giving effect to such modification, extension, waiver or amendment) and (ii) $25,000.


 


“Excess
Prepayment Interest Shortfall”: With respect to any Distribution Date, 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.


 


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


 


“ExchangeRight
Net Leased Portfolio 24 Intercreditor Agreement”: That certain Agreement between Noteholders, dated as of December 28,
2018, by and between the holders of the respective promissory notes evidencing the ExchangeRight Net Leased Portfolio 24 Whole
Loan, setting forth the respective rights of such holders, as the same may be amended in accordance with the terms thereof.


 


“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
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 and shall specifically identify the Excluded
Controlling Class Holder and 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, 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 Certificateholder or any Controlling Class Certificateholder is a Borrower Party. For the avoidance of doubt,
if a


 






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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.


 


“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”. Excluded Information delivered to the Certificate Administrator must be delivered in accordance
with 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


 






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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.


 


“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 will 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


 






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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 (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, (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 (c) 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 2019-C15 Commercial Mortgage
Trust, Commercial


 






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Mortgage Pass-Through Certificates, Series 2019-C15, Gain-on-Sale Reserve Account”. Any such account shall
be an Eligible Account or a subaccount of an Eligible Account.


 


“Georgetown
Squared & Seattle Design Center Intercreditor Agreement”: That certain Agreement between Noteholders, dated as of
November 1, 2018, by and between the holders of the respective promissory notes evidencing the Georgetown Squared & Seattle
Design Center 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 documents
and/or before the imposition of late payment charges and/or Default Interest.


 


“Grass
River REIT”: As defined in the Preliminary Statement.


 


“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.


 


“Guaranteed
Seller”: Each of BSPRT and Grass River REIT.


 


“Guarantor”:
With respect to BSPRT, Benefit Street Partners Realty Trust, Inc. and, with respect to 3650 REIT, Grass River REIT.


 


“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.


 


“HRR
Certificates”: As defined in the Preliminary Statement.


 


“Impermissible
Asset Representations Reviewer Affiliate”: As defined in Section 3.32.


 


“Impermissible
Operating Advisor Affiliate”: As defined in Section 3.32.


 


“Impermissible
Risk Retention Affiliate”: As defined in Section 3.32.


 


“Impermissible
TPP Affiliate”: As defined in Section 3.32.


 


“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


 






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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 securities shall not
apply with respect to the Operating Advisor or the Asset Representations Reviewer.


 


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


 






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


 


“Initial
Purchasers”: Credit Suisse Securities (USA) LLC and SG Americas Securities, LLC.


 


“Initial
Requesting Certificateholder”: The first Certificateholder or Certificate Owner to deliver a Repurchase Request as described
in Section 2.03(k) with respect to a Mortgage Loan. For the avoidance of doubt, there shall 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 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


 






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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 Darden Headquarters Intercreditor Agreement, the SITE JV Portfolio Intercreditor Agreement,
the 787 Eleventh Avenue Intercreditor Agreement, the ExchangeRight Net Leased Portfolio 24 Intercreditor Agreement, the 2 North
6th Place Intercreditor Agreement, the Saint Louis Galleria Intercreditor Agreement, the Georgetown Squared & Seattle Design
Center Intercreditor Agreement, the Continental Towers Intercreditor Agreement, the Nebraska Crossing Intercreditor Agreement,
the Desert Marketplace Intercreditor Agreement, the Prudential – Digital Realty 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.


 


“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, which shall be initially titled “Wells Fargo Bank, National Association,
as Certificate Administrator, for the benefit of Wells Fargo Bank, National Association, as Trustee, for the


 






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benefit of the Holders
of Commercial Mortgage Pass-Through Certificates, Series 2019-C15, 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.


 


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


 


“Investment
Representation Letter”: As defined in Section 5.03(e), in the form of 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, the Certificate Administrator shall provide such Person access only 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


 






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Controlling Class Holder (i) will be permitted to reasonably request and obtain in accordance with
Section 4.02(f) 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) will 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, the 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 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.


 


“Liquidation
Event”: With respect to any Mortgage Loan or 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


 






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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 or REO Property 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 or REO Property 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 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 Mortgage Loan, 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) or (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


 






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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; (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 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


 






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accordance with Section 3.05(g) (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).


 


“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. Other than with respect to the 2 North 6th Place Whole Loan, 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.


 


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


 


“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). The Loss of Value Reserve Fund will be part of the Trust Fund but
not part of any Trust REMIC.


 


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


 


“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,
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-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 and the proceeds thereof, any REO Property with respect thereto (or an allocable portion thereof, in the case of any Serviced


 






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Mortgage Loan) or the Trust’s beneficial interest in any 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, except for the Loss of Value
Reserve Fund.


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall
initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank,
National Association, as Trustee, for the benefit of the registered holders of CSAIL 2019-C15 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2019-C15, 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.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(i)               
the original Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of
“Wells Fargo Bank, National Association, as Trustee, on behalf of the registered Holders of CSAIL 2019-C15 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-C15” or in blank and further showing a


 






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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 copy thereof certified by the applicable recording office, the title company or the Mortgage Loan Seller) Mortgage,
together with the originals (or copies thereof certified by the applicable recording office, the title company or the Mortgage
Loan Seller) of any intervening Assignments of Mortgage, in each case with evidence of recording indicated thereon, if certified
by the applicable recording office, or certified to have been submitted for recording, if certified by the title company or the
Mortgage Loan Seller;


 


(iii)               an original Assignment of Mortgage in blank or in favor of “Wells Fargo Bank, National Association, as Trustee, on behalf
of the registered holders of CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-C15”
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 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-C15
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 certified to be the 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 blank or
in favor of “Wells Fargo Bank, National Association, as Trustee, on behalf of the registered holders of CSAIL 2019-C15 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-C15” 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 2019-C15 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-C15 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 certified to be the copy of such assignment submitted or to be submitted for recording);


 






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(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 2019-C15 Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2019-C15” 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 2019-C15 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2019-C15 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 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-C15” and, in the
case of any Serviced Whole Loan, “Wells Fargo Bank, National Association, as Trustee, on behalf of the registered holders
of CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-C15 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 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;


 






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


 


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


 


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


 


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


 


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


 


(xvii)              
the original or a copy of any related mezzanine Intercreditor Agreement;


 


provided,
however, that (a) whenever the term “Mortgage File” is used to refer to documents held by the Custodian,
such term shall not be deemed to include such documents and instruments required to be included therein unless they are actually
received by the Custodian, (b) 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


 






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by the 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 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(j).


 


“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 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;


 






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


 


(iv)               
the Mortgage Rate in effect at origination;


 


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


 


(vi)               
the original principal balance;


 


(vii)              
the Cut-off Date Balance;


 


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


 


(ix)               
the original and remaining amortization terms;


 


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


 


(xi)               
the applicable Servicing Fee Rate;


 


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


 


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


 


(xiv)             
identifying any Mortgage Loans with which it forms a Crossed Mortgage Loan Group;


 


(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;


 





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(xxiii)               
[Reserved];


 


(xxiv)              
[Reserved];


 


(xxv)               
[Reserved]; and


 


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


 


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) CFI, (ii) SGFC, (iii) 3650 REIT and (iv) BSPRT.


 


“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
(ii) any Mortgage Loan or related Serviced Pari Passu Companion Loan (or, in either case, any successor REO Loan) after its
Maturity Date, the annual rate described in clause (i) above determined without regard to the passage of such Maturity
Date and, if applicable, any REO Acquisition.


 


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


 


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


 


“Nebraska
Crossing Intercreditor Agreement”: That certain Agreement between Noteholders, dated as of December 12, 2018, by and
between the holders of the respective promissory notes evidencing the Nebraska Crossing Whole Loan, setting forth the respective
rights of such holders, as the same may be amended in accordance with the terms thereof.


 


“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,


 






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incurred during such period in connection with the investment
of such funds in accordance with Section 3.06.


 


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


 


“Net
Mortgage Rate”: With respect to each Mortgage Loan (including a Non-Serviced Mortgage Loan) as of any date of determination,
a rate per annum equal to the related Mortgage Rate then in effect, minus the related Administrative Cost Rate;
provided, however, that for purposes of calculating Pass-Through Rates, the Net Mortgage Rate for any Mortgage Loan
will be determined without regard to any modification, waiver or amendment of the terms of the related Mortgage Loan, whether
agreed to by the 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 Mortgage 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).


 






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“Non-Major
Decision”: Any decision or Mortgagor request with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan)
or a Serviced Whole Loan (other than with respect to any defeasances and functions typically performed by a master servicer or
primary servicer in the ordinary course, including, but not limited to, (i) collections, record keeping, reporting and payment
processing, (ii) inspections of Mortgaged Properties securing Non-Specially Serviced Loans, (iii) certain property insurance and
tax matters, and (iv) any recoverability determination with respect to any advance) that is not a Major Decision.


 


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


 


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including
any Non-Serviced Mortgage Loan) or REO Mortgage 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 Mortgage 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 by the Master Servicer, the Special Servicer or the Trustee 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 may 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).


 






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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 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 


 






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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).


 


In
the case of a Crossed Underlying Loan (if any), such recoverability determination shall take into account the cross-collateralization
of the related Crossed Mortgage Loan Group.


 


“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 






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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 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
by the Master Servicer, the Special Servicer or the Trustee 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


 






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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. 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 Crossed Underlying Loan (if any), such recoverability determination
shall take into account the cross-collateralization of the related Crossed Mortgage Loan Group. 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 any 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 or Class R 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 the Companion Loans related to a Non-Serviced Whole Loan.


 


“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.


 






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


 


“Non-Serviced
Mortgage Loan”: Each Mortgage Loan related to a Non-Serviced Whole Loan.


 


“Non-Serviced
Mortgaged Property”: The Mortgaged Property that secures a 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, which, with respect to each Non-Serviced Mortgage Loan, is the rate set forth on the Mortgage Loan Schedule under the heading
“Subservicing Fee Rate”.


 


“Non-Serviced
PSA”: With respect to:


 


(i)                
the SITE JV Portfolio Whole Loan, the CSMC 2018-SITE TSA;


 


(ii)               
the 787 Eleventh Avenue Whole Loan, the SGCMS 2019-787E TSA;


 


(iii)              
the Saint Louis Galleria Whole Loan, the Benchmark 2018-B8 PSA until such time as the Saint Louis Galleria Companion Loan identified
as Note A-1-A1 is securitized, and after such Companion Loan is securitized, the pooling and servicing agreement or trust and
servicing agreement governing such securitization transaction;


 


(iv)         
     the Georgetown Squared & Seattle Design Center Whole Loan and the Continental Towers Whole
Loan, the CSAIL 2018-C14 PSA;


 


(v)               
the Nebraska Crossing Whole Loan, the UBS 2018-C14 PSA;


 


(vi)              
the Prudential – Digital Realty Portfolio Whole Loan, the BANK 2018-BNK14 PSA; and


 


(vii)              the 2 North 6th Street Whole Loan after its Servicing Shift Securitization Date, the related pooling and servicing agreement governing
the servicing of the 2 North 6th Place 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.


 






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“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).


 


“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.


 


“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 17g-5 Information Provider’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-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.


 






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


 


“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).


 


“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 is continuing (or a Control Termination Event would be continuing if not for the last proviso in the
definition thereof).


 


“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 Master Servicer or the
Special Servicer collects from the related Mortgagor (other than any Non-Serviced Mortgage Loan or Servicing Shift Mortgage Loan),
payable pursuant to Section 3.05; 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, 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, a per
annum rate of 0.00196% with respect to the Stated Principal Balance of the Mortgage Loans and any REO Mortgage Loans.
If the Operating Advisor has resigned pursuant to the second paragraph of Section 3.26(m) or has been


 






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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 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


 






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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, is
entered against the operating advisor, and such decree or order remains in force undischarged or unstayed for a period of sixty
(60) days;


 


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


 


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


 


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


 


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


 


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


 


“Original
Notional Amount”: With respect to the Class X-A Notional Amount, 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.


 






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“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.


 


“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 REO Mortgage 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-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.


 






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


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.13.


 


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


 


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


 


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


 






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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 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; 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


 






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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 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


 






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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 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 Companion Loan Rating Agency Confirmations have been obtained with respect to any Serviced Companion Loan Securities;
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 has 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 will 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


 






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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).


 


“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.


 


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


 






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“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 and prior to the following Due Date, the amount of interest (net of the related
Servicing Fees), to the extent not collected from the related Mortgagor (without regard to any Yield Maintenance Charge actually
collected), that would have accrued at a rate per annum equal to (x) in the case of any Mortgage Loan other than a
Serviced Mortgage Loan, the sum of (i) the related Net Mortgage Rate for such Mortgage Loan and (ii) the Certificate
Administrator/Trustee Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC®
Intellectual Property Royalty License Fee Rate and (y) in the case of any Serviced Mortgage Loan, the Mortgage Rate (net
of Servicing Fees) on the amount of such Principal Prepayment during the period commencing on the date as of which such Principal
Prepayment was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, and ending on such following Due Date. With
respect to an AB Whole Loan, any Prepayment Interest Shortfall for any Distribution Date shall be allocated first to the
related AB Subordinate Companion Loan(s) 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-SB,
Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR and Class NR-RR
Certificates.


 


“Principal
Distribution Amount”: With respect to any Distribution Date and the Principal Balance Certificates, an amount equal
to the sum of the following amounts: (a) the Principal Shortfall for such Distribution Date, (b) the Scheduled Principal
Distribution Amount for such Distribution Date and (c) the Unscheduled Principal Distribution Amount for such Distribution
Date; provided that the Principal Distribution Amount for any Distribution Date shall be reduced, to not less than zero,
by the amount of any reimbursements of


 






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(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 Mortgage Loans) are subsequently
recovered on the related Mortgage Loan (or REO Mortgage 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
Communication”: Any 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.


 


“Privileged
Information”: Any (i) Privileged Communication, (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
or (iii) information subject to attorney-client privilege. The Master Servicer, the Special Servicer, the Operating Advisor
and the Asset Representations Reviewer may rely on any identification of materials as “attorney-client privileged”
without liability for any such reliance hereunder.


 


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


 






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confidentiality
obligation and/or (d) the Restricted Party is required by law, rule, regulation, order, judgment or decree to disclose such
information (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).


 


“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 employees or personnel or any of its Affiliates involved in the management
of any investment in the related Borrower Party or 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 may reasonably request and obtain from
the Master Servicer or the Special Servicer, in


 






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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 has 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) 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 obtains knowledge that it 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 (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 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 March 1, 2019.


 






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“Prudential
– Digital Realty Portfolio Intercreditor Agreement”: That certain Agreement between Noteholders, dated as of September
7, 2018, by and between the holders of the respective promissory notes evidencing the Prudential – Digital Realty Portfolio
Whole Loan, setting forth the respective rights of such holders, as the same may be amended in accordance with the terms thereof.


 


“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), 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 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
(or, in the case of the Guaranteed Sellers, the payment guarantee obligations of the related Guarantor pursuant to the related
Mortgage Loan Purchase Agreement), 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


 






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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); 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-” 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


 






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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) (A) confirms in writing
that it was appointed to act as, and 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 (B) with respect
to which Moody’s has not cited servicing concerns of such replacement 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) in any other CMBS transaction serviced by the replacement special servicer prior to the time
of determination, 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 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


 






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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 is not continuing and the affected Mortgage Loan is not an Excluded Loan)
by the Directing Certificateholder; (xv) prohibit defeasance within two (2) years of the Closing Date; (xvi) not
be substituted for a removed Mortgage Loan if it would result in an Adverse REMIC Event other than the imposition of tax on the
Trust or any Trust REMIC expressly permitted or contemplated to be imposed by the terms of this Agreement, as determined by an
Opinion of Counsel at the cost of the related Mortgage Loan Seller; (xvii) have an engineering report that indicates no material
adverse property condition or deferred maintenance with respect to the related Mortgaged Property that will be delivered as a
part of the related Servicing File; and (xviii) be current in the payment of all scheduled payments of principal and interest
then due. 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 shall send such certification to the Trustee, the Certificate Administrator and, if no Consultation Termination Event is continuing,
the Directing Holder.


 


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


 


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


 






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“Rated
Final Distribution Date”: As to each Class of Certificates, the Distribution Date in March 2052.


 


“Rating
Agency”: Each of DBRS, Fitch and Moody’s.


 


“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-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).


 


“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.


 






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“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
Lower-Tier Regular 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-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



 

“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.
For clarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect to
a Servicing Function Participant engaged by the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer,
the term “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to the
Master Servicer, the Special Servicer, the Trustee and/or the Certificate Administrator.


 






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


 


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


 


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


 


“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 “Midland Loan Services, a Division of PNC
Bank, National Association [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 2019-C15 Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2019-C15 and the related Companion Loan Holder REO Account, as their interests may appear”.
Any such account or accounts shall be an Eligible Account.


 


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


 


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


 


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


 


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


 






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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 REO Loan allocable to a Mortgage Loan (but not 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 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 or
any Trust REMIC.


 


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


 


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“Reportable
Event”: As defined in Section 11.07.


 


“Reporting
Requirements”: As defined in Section 11.13.


 


“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.


 


“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.


 


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


 


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


 


“Required
Retention Amount”: $83,340,166 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) the related Material Defect has been cured, (ii) the related Mortgage Loan
has been repurchased in accordance with the related Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been substituted
for the related Mortgage Loan in accordance with the related Mortgage Loan Purchase Agreement, (iv) the applicable Mortgage
Loan Seller has paid the Loss of Value Payment, (v) a contractually binding agreement has been entered into between the Enforcing
Servicer, on behalf of the Trust, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations
under the related Mortgage Loan Purchase Agreement, or (vi) the related Mortgage Loan is no longer property of the Trust
as a result of a sale or other disposition in accordance with this Agreement.


 


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


 






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“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
Sponsor”: 3650 REIT, acting as retaining sponsor as such term is defined in the Credit Risk Retention Rule.


 


“Review
Materials”: As defined in Section 12.01(b).


 


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


 


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


 


“Risk
Retention Certificates”: The HRR Certificates.


 


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


 


“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.


 


“Saint
Louis Galleria Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of December 27, 2018, by and between
the holders of the respective promissory notes evidencing the Saint Louis Galleria Whole Loan, setting forth the respective rights
of such holders, as the same may be amended in accordance with the terms thereof.


 






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“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 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 will 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 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.


 






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“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”: Each Serviced Whole Loan indicated as having an AB Subordinate Companion Loan in the “Whole Loan”
chart in the Preliminary Statement.


 


“Serviced
AB Subordinate Companion Loan”: Any AB Subordinate Companion Loan related to a Serviced AB Whole Loan.


 


“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 Mortgage Loan related to a Serviced Whole Loan.


 


“Serviced
Pari Passu Companion Loans”: Each Pari Passu Companion Loan related to a Serviced Whole Loan.


 


“Serviced
Pari Passu Mortgage Loan”: Each Mortgage Loan related to a Serviced Pari Passu Whole Loan.


 


“Serviced
Pari Passu Whole Loan”: Each Serviced Whole Loan other than 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.


 






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“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 Master Servicer
Remittance Date and (B) if the Companion Loan has been included in an Other Securitization, one (1) Business Day after the “determination
date” (or any term substantially similar thereto) as defined in the related Other Pooling and Servicing Agreement, in each
case, as long as the date on which the remittance is required is at least one (1) Business Day after the Due Date.


 


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


 


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


 


“Servicing
Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’
fees and expenses and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator,
or the Trustee, as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and in the case
of a Serviced Mortgage Loan, the related Serviced Companion Loan), other than a Non-Serviced Mortgage Loan, in respect of which
a default, delinquency or other unanticipated event has occurred or as to which a default is reasonably foreseeable or (b) a
Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or an REO Property (other than an REO Property
related to a Non-Serviced Mortgage Loan), including, in the case of each of such clause (a) and clause (b),
but not limited to, (x) the cost of (i) compliance with the Master Servicer’s obligations set forth in Section 3.03(c),
(ii) the preservation, restoration and 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


 






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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.


 


“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 (other than a Non-Serviced Mortgage Loan) and any successor REO Loan,
a per annum rate equal to the rate set forth on the Mortgage Loan Schedule under the heading “Servicing Fee Rate”,
which rate includes, in each such case, the rate at which applicable master, primary and sub-servicing fees accrue, in each case
computed on the basis of the Stated Principal Balance of the related Mortgage Loan or REO Mortgage Loan in the same manner in
which interest is calculated in respect of such loans, (b) each Serviced Pari Passu Companion Loan, the rate set forth on the
Mortgage Loan Schedule under the heading “Primary Servicing Fee Rate” and (c) 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 “Master Servicing Fee Rate”. This rate includes, in each such case, the rate at which applicable master servicing
fees and subservicing fees accrue, in each case computed on the basis of the Stated Principal Balance of the related Mortgage
Loan, Serviced Companion Loan or REO Loan in the same manner in which interest is calculated in respect of such loans. With respect
to the Serviced AB Subordinate Companion Loan identified as Note B, the “Servicing Fee Rate” shall be a per annum rate
equal to 0.0025% and with respect to the Serviced AB Subordinate Companion Loan identified as Note A-B, the “Servicing Fee
Rate” shall be a per annum rate equal to 0.00125%.


 


“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


 






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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. Exhibit GG
shall be updated and provided to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).


 


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


 


“Servicing
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 2 North 6th Place Companion Loan identified as Note
A-1 is a Servicing Shift Lead Note with respect to the Trust.


 


“Servicing
Shift Mortgage Loan”: Any Mortgage Loan related to a Servicing Shift Whole Loan.


 


“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.


 






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“Servicing
Shift Whole Loan”: Each Whole Loan identified as “Servicing Shift” under the column titled “Type”
in the “Whole Loan” chart in the Preliminary Statement.


 


“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 sixty (60)
days beyond the date on which the subject payment was due, or


 


(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 one hundred twenty (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 has 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 is continuing or (ii) if a Control Termination Event is continuing, following
consultation with the Directing Holder (other than with respect to an Excluded Mortgage Loan), unless a Consultation
Termination Event 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 thirty (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


 






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shall
be deemed not to have a grace period; and provided, further, that any default requiring a Servicing Advance shall
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);


 


(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 is continuing
or (ii) if a Control Termination Event is continuing, following consultation with the Directing Holder (other than with respect
to an Excluded Mortgage Loan), unless a Consultation Termination Event is continuing, that (i) a default (other than an Acceptable
Insurance Default) under the Mortgage Loan or Serviced Whole Loan is reasonably foreseeable, (ii) such default will materially
impair the value of the related Mortgaged Property as security for such Mortgage Loan or Serviced Whole Loan or otherwise materially
adversely affects the interests of Certificateholders in the Mortgage Loan (or, in the case of a Serviced Whole Loan, the interests
of the Certificateholders or any related Companion 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 thirty (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;


 


(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, has been entered against the related Mortgagor and such decree or order has remained in force
and not dismissed for a period of sixty (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 Loan),
unless a Control Termination Event is continuing, or (ii) if a Control Termination Event is continuing, following consultation
with the Directing Holder (other than with respect to an Excluded Loan), unless a Consultation Termination Event 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);


 


(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;


 






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(f)               
the related Mortgagor admits 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 has received notice of the commencement of foreclosure or similar proceedings with
respect to the related Mortgaged Property;


 


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


 


“SGCMS
2019-787E TSA”: That certain trust and servicing agreement, dated as of February 20, 2019, among SG Commercial Mortgage
Securities, LLC, as depositor, Wells Fargo Bank, National Association, as servicer, AEGON USA Realty Advisors, LLC, as special
servicer, Wells Fargo Bank, National Association, as certificate administrator, and Wilmington Trust, National Association, as
trustee, as from time to time amended, supplemented or modified relating to the issuance of the SG Commercial Mortgage Securities
Trust 2019-787E, Commercial Mortgage Pass-Through Certificates, Series 2019-787E.


 


“SGFC”:
Societe Generale Financial Corp., a Delaware corporation, and its successors in interest.


 


“Significant
Obligor”: a “significant obligor” within the meaning of Item 1101(k) of Regulation AB. For the avoidance
of doubt, there are no Significant Obligors 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) for the Darden
Headquarters Companion Loans, the ExchangeRight Net Leased Portfolio 24


 






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Companion
Loans and the Desert Marketplace Companion Loans, 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).


 


“SITE
JV Portfolio Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of December 6, 2018, by and between
the holders of the respective promissory notes evidencing the SITE JV Portfolio 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, 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-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, Midland Loan Services, a Division of PNC Bank, National Association and
its successors in interest and assigns, or any 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), as applicable
and as the context may require.


 


“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 REO Loan (other than a Non-Serviced Mortgage Loan),
on a loan-by-loan basis, (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 $3,500 in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Loan
or REO Property shall be such higher per annum rate as would result in a Special Servicing Fee equal to $3,500 for such
month with respect to such Specially Serviced Loan or REO Property.


 


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


 


“Sponsors”:
The Mortgage Loan Sellers.


 






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“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 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.


 






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A
Mortgage Loan or an REO 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 any related Companion Loans 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
or Class NR-RR Certificate, as the case may be.


 


“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) for so
long as it holds all or any portion of the HRR Certificates.


 


“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 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 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 Loan being replaced calculated as of the date of substitution over the Stated Principal
Balance of


 






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


 


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


 


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


 


“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) 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 the Credit Risk Retention Rule.


 


“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.


 






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“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 2019-C15 Commercial Mortgage
Trust”.


 


“Trust
Fund”: The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage
Loans as from time to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed
Mortgage Loan), together with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests
of the related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on
or collections in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein)
or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related
Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s interest
therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and
any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or
lease enhancement policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest
therein); (viii) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the
Trust’s interest therein), amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein),
the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the
extent of the Trust’s interest in such REO Account), including any reinvestment income; (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 (xiii) the
proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow
accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


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


 






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“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.


 


“UBS
2018-C14 PSA”: That certain pooling and servicing agreement, dated as of December 1, 2018, among UBS Commercial Mortgage
Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto
Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator 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 UBS 2018-C14 Commercial Mortgage Pass-Through Certificates, Series 2018-C14.


 


“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 and SG Americas Securities, LLC.


 


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


 


“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


 






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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 2019-C15 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-C15, Upper-Tier REMIC Distribution Account”. Any such
account or accounts shall be an Eligible Account.


 


“U.S.
Dollars” or “$”: Lawful money of the United States of America.


 


“U.S.
Tax Person”: A citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons
have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times
during the term of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows:
(i) 0% in the case of the Class R Certificates, (ii) 2% in the case of each Class of Class X Certificates, allocated
pro rata, based upon their respective Notional Amounts as of the date of determination and (iii) in the case of any
Class of Principal Balance Certificates (or, with respect to a vote of Non-Reduced Certificates, in the case of any Class of Non-Reduced
Certificates), a percentage equal to the product of 98% and a fraction, the numerator of which is equal to the Certificate Balance
(and solely in connection with any vote for purposes of determining whether to remove the Special Servicer pursuant to Section 7.01(d)
or the Operating Advisor pursuant to






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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)) 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))
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 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).


 


“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 such Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and
accrued and unpaid interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the
modified loan documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in
any manner limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable
Advance.


 


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


 


“Workout
Fee Rate”: With respect to each Corrected Loan, a rate equal to the lesser of (a) 1.0% of each collection (other
than Penalty Charges) of interest and principal (other


 






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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, 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 that 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 such Mortgage Loan or Whole Loan
through and including the then related maturity date).


 


“Yield
Maintenance Charge”: With respect to any Mortgage Loan or REO Mortgage Loan, the yield maintenance charge or prepayment
premium set forth in the related Mortgage Loan documents.


 


“YM
Group A”: As defined in Section 4.01(d).


 


“YM
Group B”: As defined in Section 4.01(d).


 


“YM
Groups”: As defined in Section 4.01(d).


 


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


 






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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 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-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, (i) each Class of Principal
Balance Certificates shall be deemed to be outstanding only to the extent its respective Certificate Balance has not been reduced
to zero, (ii) the Class R Certificates shall be outstanding so long as the Trust Fund has not been terminated pursuant
to Section 9.01 or any other Class of Certificates remains outstanding and (iii) 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, is in each case further subject to the determination by the


 






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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 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 AB Whole Loan, taking into account the subordinate nature of such AB Subordinate Companion
Loan(s))), and the Master Servicer or the Special Servicer, as applicable, has made a reasonable effort to contact the nonresponsive
party, it may take such action without waiting for a response from such nonresponsive party; provided that the Special
Servicer or Master Servicer, as applicable, shall provide the nonresponsive party with prompt written notice following such action
including a reasonably detailed explanation of the basis for such action.


 


With
respect to each Whole Loan, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the related
Intercreditor Agreement controls; provided that in no event shall the Master Servicer or the Special Servicer 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.


 


[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 and Section 24 of (a) the Mortgage Loan Purchase Agreement
among the Depositor, BSPRT and BSPRTI and (b) the Mortgage Loan Purchase Agreement among the Depositor, Grass River REIT and 3650
REIT, (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


 






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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 March 2019 but have their first Due Date after March 2019, 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 and Section
24 of (a) the Mortgage Loan Purchase Agreement among the Depositor, BSPRT and BSPRTI and (b) the Mortgage Loan Purchase Agreement
among the Depositor, Grass River REIT and 3650 REIT, it is intended that the Trustee get the benefit of Sections 11, 12 and
17 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts
to make available to the Trustee the benefits of Sections 11, 12 and 17 in connection therewith.


 


(b)              
In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct,
and hereby represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase
Agreement to deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian (or with respect to letters
of credit, the Master Servicer), on or before the Closing Date, the Mortgage File for each Mortgage Loan so assigned, with copies
to the Master Servicer (except, in the case of Serviced Mortgage Loans, for letters of credit, which are to be originals); provided,
however, that copies of any document in the Mortgage File that also constitutes a Designated Servicing Document shall be
delivered to the Master Servicer (other than with respect to a Non-Serviced Mortgage Loan) on or before the Closing Date. If the
applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note,
the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed
to have been satisfied upon such Mortgage Loan Seller’s delivery of a copy or duplicate original of such Mortgage Note,
together with an affidavit 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


 






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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
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 will 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) and clause (f) of the
final proviso to the definition of “Mortgage File” herein.


 






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If,
in accordance with the related Mortgage Loan Purchase Agreement and consistent with Section 2.01(c), 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).


 


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 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-C15”, and a copy to the Custodian or, if such original has been submitted by the applicable Mortgage Loan Seller
to the issuing bank to effect a reissuance, assignment or amendment of such letter of credit (changing the beneficiary thereof
to the Master Servicer (in care of the Trustee, as titled above) that may be required in order for the Master Servicer to draw
on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage
Loan documents, as applicable) and the applicable Mortgage Loan Seller shall be deemed to have satisfied the delivery requirements
of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering with respect to any letter(s)
of credit a copy thereof to the Custodian together with an officer’s certificate of the applicable Mortgage Loan Seller
certifying that such document has been delivered to the issuing bank for reissuance or an Officer’s Certificate from the
Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b), one of which shall
be delivered to the Custodian on the Closing Date. If a letter of credit referred to in the previous sentence is not in a form
that would allow the Master 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.


 






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(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 to the Custodian as provided
in Section 2.01(b). Except under the circumstances provided for in the last sentence of this subsection (c)
and except in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller will itself, or a third party at
such Mortgage Loan Seller’s expense will, promptly (and in any event within one hundred-twenty (120) days after the later
of the Closing Date and the related Mortgage Loan Seller’s actual receipt of the related documents and the necessary recording
and filing information) cause to be submitted for recording or filing, as the case may be, in the appropriate public office for
real property records or UCC Financing Statements, as appropriate, each Assignment. Each such Assignment submitted for recording
shall reflect that it (or a file copy thereof in the case of a UCC Assignment) should be returned by the public recording office
to the Custodian or its designee following recording or filing (or to the related Mortgage Loan Seller or its agent who will then
be responsible for delivery of the same to the Custodian or its designee). Any such Assignment received by the Custodian shall
be promptly included in the related Mortgage File and be deemed a part thereof, and any such Assignment received by the related
Mortgage Loan Seller or its agent shall be required to be delivered to the Custodian to be included as part of the related Mortgage
File within thirty (30) days after receipt. If any such document or instrument is determined to be incomplete or not to meet the
recording or filing requirements of the jurisdiction in which it is to be recorded or filed, or is lost by the public office or
returned unrecorded or unfiled, as the case may be, because of a defect therein, on or about one hundred-eighty (180) days after
the Closing Date, the related Mortgage Loan Seller or its designee shall prepare, at its own expense, a substitute therefor or
cure such defect, as the case may be, and thereafter the related Mortgage Loan Seller or its designee shall, at the expense of
such Mortgage Loan Seller, upon receipt thereof cause the same to be duly recorded or filed, as appropriate. If, by the first
anniversary of the Closing Date, the Custodian has not received confirmation of the recording or filing as the case may be, of
any such Assignment, it shall so advise the related Mortgage Loan Seller who may then pursue such confirmation itself or request
that the Custodian pursue such confirmation at the related 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


 






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to
the appropriate governmental office by the Custodian, fail to appear of record and must be resubmitted. Notwithstanding the foregoing,
there shall be no requirement to record any assignment to the Trustee referred to in clause (iii) or (v) of
the definition of “Mortgage File,” or to file any UCC-3 to the Trustee referred to in clause (ix) of the
definition of “Mortgage File,” in those jurisdictions where, in the written opinion of local counsel (which opinion
shall be an expense of the related Mortgage Loan Seller) acceptable to the Depositor and the Trustee, such recordation and/or
filing is not required to protect the Trustee’s interest in the related Mortgage Loan, against sale, further assignment,
satisfaction or discharge by the related Mortgage Loan Seller, the Master Servicer, the Special Servicer, any Sub-Servicer or
the Depositor.


 


(d)              
All documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage
Loans (including, in each case, financial statements, operating statements and any other information provided by the respective
Mortgagor from time to time, but excluding the applicable Mortgage Loan Seller’s internal communications (including such
communications between such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by
the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications
that are privileged communications or constitute legal or other due diligence analyses and credit underwriting or due diligence
analyses or data) that (i) are not required to be a part of a Mortgage File in accordance with the definition thereof and
(ii) are reasonably necessary for the servicing of each such Mortgage Loan, together with copies of all documents in each
Mortgage File, shall be delivered by the Depositor or the applicable Mortgage Loan Seller to the Master Servicer within five (5)
Business Days after the Closing Date and shall be held by the Master Servicer on behalf of the Trustee in trust for the benefit
of the Certificateholders and, if applicable, on behalf of the related Companion Holder. Such documents and records shall be any
documents and records (with the exception of any items excluded under the immediately preceding sentence) that would otherwise
be a part of the Servicing File.


 


(e)               
In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver
to the Trustee and the Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original counterpart
of each of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing
Date.


 


(f)               
The Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within
three (3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow accounts
maintained with respect to the Mortgage Loans (other than the Non-Serviced 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 WHG Portfolio, Homewood Suites by Hilton
Concord Charlotte, Hampton Inn & Suites Fayetteville, Hampton Inn & Suites Walterboro, R&R REIT Extended Stay, Staybridge
Suites Fort Worth and Embassy Suites Washington Square on the Mortgage Loan Schedule, which are each subject to a franchise agreement
with a related comfort letter in favor of the


 






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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)              
The Depositor shall cause each Mortgage Loan Purchase Agreement to provide that no later than sixty (60) days after the Closing
Date, each Mortgage Loan Seller shall deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the
Depositor by uploading such Diligence Files to the Designated Site. Promptly upon completion of such delivery of the Diligence
Files (but in no event later than sixty (60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide to
the Depositor a certificate (with a copy (which may be sent by email) to each of the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Custodian, the Asset Representations Reviewer and the Operating Advisor) certifying
that the electronic copies of the Diligence File uploaded to the Designated Site contain all documents and information required
under the definition of “Diligence File” and such Diligence Files are organized and categorized in accordance with
the electronic file structure reasonably agreed to by the Depositor and the Mortgage Loan Seller (the “Diligence File
Certificate”).


 


(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


 






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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 (x) and (xii) of the definition of “Mortgage File” for such
Servicing Shift Whole Loan to the related Other Servicer.


 


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 Serviced Companion Noteholders, as applicable, 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 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 is continuing and other than with respect to any Excluded Loan), 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


 






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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” and Section 2.01, all documents specified in clauses (i)
through (v), (viii), (ix), (xi), (xii) and (xiii) (or, with respect to clause
(xii), a copy of such letter of credit and the required Officer’s Certificate), if any, of the definition of “Mortgage
File”, as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the
Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their face and appear to be executed and to relate
to such Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents, the information set forth
in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c)
in the definition of “Mortgage Loan Schedule” is correct. With respect to each Mortgage Loan listed on the Custodial
Exception Report, the Custodian shall specifically identify such Mortgage Loan together with the nature of such exception (in
the form reasonably acceptable to the Custodian and the related Mortgage Loan Seller and separating items required to be in the
Mortgage File but never delivered from items which were delivered by the related Mortgage Loan Seller but are out for filing or
recording and have not been returned by the filing office or the recorder’s office).


 


(c)               
The Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the Custodian shall, in the form of 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 is continuing and other than with respect to any Excluded Loan), the Operating Advisor, the Asset Representations
Reviewer and the applicable Mortgage Loan Seller (as to each Mortgage Loan) listed on the Mortgage Loan Schedule (other than any
related Mortgage Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any
exception report annexed to such writing) that, (i) subject to the final proviso of the definition of “Mortgage File”
and Section 2.01, 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 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


 






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(which
may be a sub-account of the Collection Account), equal to 25% of the Stated Principal Balance of the related Mortgage Loan (in
the alternative, the related Mortgage Loan Seller may deliver to the Master Servicer a letter of credit in such amount, with a
copy to the Custodian). Such funds or letter of credit, as applicable, shall be held by the Master Servicer (i) until the
date on which the Custodian determines and notifies the Master Servicer that such Material Defect has been cured or the related
Mortgage Loan is no longer part of the Trust Fund, at which time the Master Servicer shall return such funds (or letter of credit)
to the related Mortgage Loan Seller, or (ii) until same are applied to the Purchase Price (or the Substitution Shortfall
Amount, if applicable) as set forth below in this Section 2.02(d) in the event of a repurchase or substitution by
the related Mortgage Loan Seller. Notwithstanding the two immediately preceding sentences, if the Master Servicer or the Special
Servicer certifies to the Trustee, the Certificate Administrator and the Custodian that it has determined in the exercise of its
reasonable judgment that the document with respect to which such Material Defect exists is required in connection with an imminent
enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor
or third party with respect to the related Mortgage Loan, establishing the validity or priority of any lien on collateral securing
the related Mortgage Loan or for any immediate significant servicing obligation, the related Mortgage Loan Seller shall be required
to repurchase or substitute for the related Mortgage Loan in accordance with, and to the extent required by, the terms and conditions
of Section 2.03(b) and Section 6 of the related Mortgage Loan Purchase Agreement; provided, however,
that such Mortgage Loan Seller is not 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


 






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they
are other than what they purport to be on their face and, with respect to the documents specified in clause (viii) of
the definition of the “Mortgage File”, whether the insurance is effective as of the date of the recordation, whether
all endorsements or riders issued are included in the file or if the policy has not been issued whether any acceptable replacement
document has been dated the date of the related Mortgage Loan funding. Further, with respect to the UCC Financing Statements referenced
in the Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian
as part of the Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification
to be delivered in accordance with this Section 2.02 that the related Mortgage File should include one state level
UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors,
for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing),
or if the Custodian has received notice that a particular UCC Financing Statement was filed as a fixture filing, that the related
Mortgage File should include only a local UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage
Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the
same UCC Financing Statement filing). The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered
on the new national forms (or on such other form as may be acceptable for filing or recording in the applicable jurisdiction)
and in a format suitable for filing or recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such
UCC Financing Statements were originally filed or recorded, as indicated in the documents provided, and in accordance with then-current
laws.


 


(f)               
If, in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting
a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements of Sections 2.01(b)
and 2.01(c), not to have been delivered, (3) to contain information that does not conform in any material respect
with the corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect”
in the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the Master Servicer, the Special
Servicer, the 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


 






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Servicer
by another party hereto), then the Repurchase Request Recipient shall deliver notice (which may be by electronic format so long
as a “backup” hard copy of such notice is also delivered on or prior to the next Business Day) of such Repurchase
Request or withdrawal or rejection of a Repurchase Request (each, a “15Ga-1 Notice”) to the applicable Mortgage
Loan Seller (other than in the case of a rejection by such Mortgage Loan Seller) and the Depositor, in each case within ten (10)
Business Days from such Repurchase Request Recipient’s receipt thereof.


 


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


 


A
Repurchase Request Recipient is not required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege
or attorney work product doctrines. The Depositor shall cause the Mortgage Loan Purchase Agreements to 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 2019-C15 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2019-C15 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
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


 






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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, 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.


 


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;


 






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(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 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, if no Consultation Termination Event is continuing, the Directing
Holder, and the Special Servicer 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 will have an additional
ninety (90) days commencing immediately upon the


 






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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 Mortgage Loan 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 must have delivered an officer’s certificate to
the Trustee, the Certificate Administrator (who shall promptly deliver a copy of such officer’s certificate to the 17g-5
Information Provider), the Master Servicer, the Special Servicer, the Operating Advisor and (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 thirty (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, while no Control Termination Event is continuing and other than in respect of 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). The Loss of Value Payment includes 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


 






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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 Special Servicer on behalf of the Trust, provided that (i) prior
to any such agreement or settlement nothing in this paragraph precludes the Mortgage Loan Seller or the Special Servicer from
exercising any of its rights related to a Material Defect in the manner and timing set forth in the related Mortgage Loan Purchase
Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for
such Mortgage Loan), (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage
Loan; and (iii) a Material Defect as a result of a Mortgage Loan not constituting a Qualified Mortgage may not be cured by
a Loss of Value Payment.


 


Contemporaneously
with its execution of each Mortgage Loan Purchase Agreement, the Depositor shall cause each Mortgage Loan Seller to deliver powers
of attorney (one (1) PDF copy and the number of originals specified in the related Mortgage Loan Purchase Agreement) substantially
in the form of the applicable exhibit to the related Mortgage Loan Purchase Agreement to the Master Servicer and the Special Servicer,
that permits such parties to take such other action as is necessary to effect the delivery, assignment and/or recordation of any
documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required
for enforcement by the Trust Fund. Pursuant to each Mortgage Loan Purchase Agreement, each Mortgage Loan Seller will be required
to effect (at the expense of such Mortgage Loan Seller) the assignment and recordation of its respective Mortgage Loan documents
until the assignment and recordation of all such Mortgage Loan documents has been completed.


 


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 may 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, if the related


 






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Mortgage
Loan Seller (or, in the case of a Mortgage Loan sold by a Guaranteed Seller, if such Guaranteed Seller or the related Guarantor)
remits the amount of such costs and expenses, such Mortgage Loan Seller shall be deemed to have cured such Breach in all respects
upon its making such remittance. 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 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 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 is not required 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


 






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to
have a “Defect” that constitutes a Material Defect and to be conclusively presumed to materially and adversely affect
the interests of Certificateholders in a Mortgage Loan (but solely with respect to clause (a)) and to be deemed to
materially and adversely affect the interest of the Certificateholders in and the value of a Mortgage Loan: (a) the absence
from the Mortgage File of the original signed Mortgage Note, unless the Mortgage File contains a signed lost note affidavit and
indemnity with a copy of the Mortgage Note that appears to be regular on its face; (b) the absence from the Mortgage File
of the original signed Mortgage that appears to be regular on its face, unless there is included in the Mortgage File either a
copy of the Mortgage with evidence of recording thereon or a copy of the Mortgage and a certificate from the related Mortgage
Loan Seller stating that the original signed Mortgage was sent for recordation (or certified by the applicable recorder’s
office); (c) the absence from the Mortgage File of the item called for by clause (viii) of the definition of
Mortgage File; (d) the absence from the Mortgage File of any intervening assignments required to create a complete chain
of assignments to the Trustee on behalf of the Trust, unless there is included in the Mortgage File either a copy of the assignment
with evidence of recording thereon or a copy of the intervening assignment and a certificate from the related Mortgage Loan Seller
stating that the original intervening assignments were sent for filing or recordation (or certified by the applicable recorder’s
office), as applicable; (e) the absence from the Mortgage File of any required letter of credit (except as permitted under
Section 2.01(b)); or (f) with respect to any related leasehold Mortgage Loan, the absence from the related Mortgage
File of a copy (or an original, if available) of the related Ground Lease; provided, however, that no Defect (except
the Defects previously described in subclauses (a) through (f) of this Section 2.03(c)) shall be
considered to materially and adversely affect the value of the related Mortgage Loan, the value of the related Mortgaged Property
or the interests of the Trustee or Certificateholders unless the document with respect to which the Defect exists is required
in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan, defending
any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the validity or priority
of any lien on any collateral securing the related Mortgage Loan or for any immediate significant servicing obligation; provided,
further, that no Defect relating to any Non-Serviced Mortgage Loan previously described in subclauses (b) through
(f) of this Section 2.03(c) shall be considered to materially and adversely affect the value of such Mortgage
Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders unless the related Mortgage
Loan Seller, after receipt of notice of such Defect, is unable to produce a copy of the document with respect to which the Defect
exists within a reasonable period after receiving such notice or otherwise establish that the original or copy, as applicable,
of such document has been delivered, in compliance with the terms of the related Non-Serviced PSA, to the custodian under the
related Non-Serviced PSA. Notwithstanding the foregoing, the delivery of executed escrow instructions or a binding commitment
to issue a lender’s title insurance policy, as provided in clause (viii) of the definition of Mortgage File
herein, in lieu of the delivery of the actual policy 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


 






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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, 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, however, that the foregoing shall in no way limit the ability of the Special
Servicer or the Trustee to take any action against a Guarantor, to the extent provided for pursuant to the related Mortgage Loan
Purchase Agreement, including, without limitation, pursuant to Section 24 thereof.


 


(f)               
The Special Servicer 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 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 Special Servicer 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


 






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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 may recover the amount of such expenses from
the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant to this Section 2.03(g)
shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator, the Trust, the Master
Servicer and the Special Servicer to recover amounts owed by the related Mortgagor under the terms of such Mortgage Loan including,
without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances at the Reimbursement
Rate, fees owed to the Special Servicer, and unpaid or unreimbursed expenses of the Trustee, the Certificate Administrator, the
Trust, the Master Servicer or the Special Servicer allocable to such Mortgage Loan. The Master Servicer or, with respect to a
Specially Serviced Loan, the Special Servicer, shall use reasonable efforts to recover such expenses for such Mortgage Loan Seller
to the extent consistent with the Servicing Standard, but taking into account the subordinate nature of the reimbursement to the
related Mortgage Loan Seller; provided, however, that the Master Servicer or, with respect to a Specially Serviced
Loan, the Special Servicer, determines in the exercise of its sole discretion consistent with the Servicing Standard that such
actions by it will not impair the Master Servicer’s and/or the Special Servicer’s collection or recovery of principal,
interest and other sums due with respect to the related Mortgage Loan that would otherwise be payable to the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator and the Certificateholders pursuant to the terms of this Agreement;
provided, further, that the Master Servicer or, with respect to a Specially Serviced Loan, the Special Servicer,
may waive the collection of amounts due on behalf of such Mortgage Loan Seller in its sole discretion in accordance with the Servicing
Standard.


 


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


 






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otherwise
on a pro rata basis based upon their outstanding Stated Principal Balances. Except as provided in this Section 2.03(h)
and Section 2.03(i), all other terms of the related Mortgage Loans shall remain in full force and effect without
any modification thereof.


 


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


 


(j)                
With respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase
or substitute for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or Section 2.03(i)
while the Trustee continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable
Mortgage Loan Seller and the 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 Special Servicer (the “Enforcing Servicer”) shall be
the Enforcing Party with respect to a Certificateholder Repurchase Request.


 






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(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 Special Servicer shall
promptly send the PSA Party Repurchase Request to the related Mortgage Loan Seller. Prior to the occurrence of a Resolution Failure,
the Special Servicer shall act as the Enforcing Party and enforce the rights of the Trust against the related Mortgage Loan Seller
with respect to a PSA Party Repurchase Request.


 


(iii)      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 may 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 shall 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 thirty (30) days of the date of such notice and a disclaimer that responses received after such thirty (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


 



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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 thirty (30) days from
the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website (the “Dispute
Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to either mediation or arbitration.
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 thirty (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 may
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 ten (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 shall consult with each Requesting
Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation (including nonbinding
arbitration) or arbitration as the


 



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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 ten (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 five (5) Business Days after completion of the Dispute Resolution Consultation, a Requesting
Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision to exercise its right to refer the
matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 


(iv)      If,
following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and shall enforce the
rights of the Trust with respect to the Repurchase Request and no Certificateholder or Certificate Owner will 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 thirty (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 will 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.


 






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


 


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


 


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


 


(i)        The
mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan Seller
(such provider, the “Mediation Services Provider”) in accordance with published mediation procedures 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 ten (10)
Business Days of the selection of the mediator and to conclude the mediation within sixty (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
promulgated by the Arbitration Services Provider.


 






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


 


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


 


(iv)      After
consulting with the parties at an organizational conference held not later than ten (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 may 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 may 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 thirty (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


 



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parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination
of the arbitrator shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties.
The final determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination
permitted under federal or state law, and may be enforced in any court of competent jurisdiction.


 


(vii)    By
selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury.


 


(viii)    No
person may bring a putative or certificated class action to arbitration.


 


(o)       The
following provisions will apply to both mediation and third-party arbitration:


 


(i)        Any
mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


 


(ii)       If
the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District of New York if such court has 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 may 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


 



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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 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 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)     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 shall 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 and, 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.
Concurrently with such assignment and delivery, in exchange for the Mortgage Loans and the other assets comprising the
Lower-Tier REMIC, receipt of which is hereby acknowledged, (i) the Trustee acknowledges the issuance of the Lower-Tier
Regular Interests and the Class LR Interest


 



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to the Depositor, (ii) the Trustee acknowledges the contribution by the Depositor
of the Lower-Tier Regular Interests to the Upper-Tier REMIC and (iii) immediately thereafter, in exchange for the Lower-Tier
Regular Interests, the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest
and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or
upon the order of the Depositor, the Regular Certificates 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, in the case of the Class R Certificates, the Class LR Interest and the
Class UR Interest).


 


Section 2.05     [RESERVED].


 


[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),
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. To the extent consistent with the foregoing, the Master Servicer and the Special Servicer
shall service the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the Serviced Companion Loans in accordance
with the higher of the following standards of care: (1) in the same manner in which, and with the same care, skill, prudence
and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers
similar mortgage loans for other third party portfolios and (2) the same care, skill, prudence and diligence with which the
Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans owned by the
Master Servicer or the Special Servicer, as the case may be, with a view to the (A) the timely recovery of all payments of
principal and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced Loan or an
REO Property, maximization of timely recovery of principal and interest on a net present value basis on such Mortgage Loans
and any related Serviced Companion Loans,


 



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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 for 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 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 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 Non-Major Decision and (ii) any REO Properties (other than the Non-Serviced Mortgaged Properties); provided that the
Master Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports,
required hereunder with respect to the Specially Serviced Loans, except for the reports specified herein as prepared by the Special
Servicer, as if no Servicing Transfer


 



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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 is not 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, is not responsible 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,
is not responsible 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 Non-Major 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 has full power and authority, acting alone or, in the case of the Master
Servicer, subject to Section 3.20, through one or more Sub-Servicers, to do or cause to be done any and all things in connection
with such servicing and administration for which it is responsible which it may deem necessary or desirable. Without limiting the
generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name (or in the name of the Trustee
and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered by the Trustee to execute and
deliver, on


 



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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 and 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-1 or Exhibit R-2 (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-1 or Exhibit R-2,
respectively (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 is not 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 is not 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.


 


(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


 



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Intercreditor Agreement) to exercise its discretion with respect to any action that requires Rating Agency
Confirmation from each Rating Agency or Companion Loan Rating Agency Confirmations, 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 Companion Loan Rating Agency Confirmation, 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 Companion Loan Rating Agency Confirmation, the Master Servicer shall use reasonable efforts to have the Mortgagor bear such
costs and expenses. The Master Servicer is not 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 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


 



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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 will 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 or to the extent the Serviced Whole Loan is no longer serviced pursuant to this Agreement.


 


(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(s) and then,
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 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


 



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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 will be payable out of the Trust Fund and the Master
Servicer will 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 Standard to enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan)
under the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA.


 


(l)        The
parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the related
Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced Special
Servicer in accordance with the related Non-Serviced PSA, and (ii) 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


 



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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.


 


(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 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 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;


 






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third, to the
extent not previously so allocated pursuant to clause first or second above, as a recovery of accrued and
unpaid interest on such Mortgage Loan to the extent of the excess of (i) unpaid interest (exclusive of Default Interest) accrued
on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest
accrual period, over (ii) after taking into account any allocations pursuant to clause fifth below on earlier dates, the
aggregate portion of the accrued and unpaid interest described in subclause (i) of this clause third that either
(A) was not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have
occurred in connection with related Appraisal Reduction Amounts or (B) accrued at the related Net Mortgage Rate on the portion
of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to
time and as to which no P&I Advance was made;


 


fourth, to the
extent not previously allocated pursuant to clause first 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) that accrued at the related Net Mortgage Rate on the portion
of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to
time and as to which no P&I Advance was made (to the extent collections have not been allocated as recovery of such accrued
and unpaid interest pursuant to this clause fifth on earlier dates);


 


sixth, as a recovery
of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments and
insurance premiums and similar items relating to such Mortgage Loan;


 


seventh, as a
recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


eighth, as a recovery
of any Yield Maintenance Charge then due and owing under such Mortgage Loan;


 


ninth, as a recovery
of any late payment charges and Default Interest then due and owing under such Mortgage Loan;


 


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


 


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


 






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


 


provided that to the extent required
under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related
Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection with a condemnation)
at a time when the loan to value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125%, or would
exceed 125% following any partial release (based solely on the value of real property and excluding personal property and going
concern value, if any, unless otherwise permitted under the applicable REMIC Provisions as evidenced by an Opinion of Counsel to
the Trustee) must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan) in the
manner required by the REMIC Provisions; provided, further, that if a Non-Serviced Mortgage Loan and any related
Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing amounts with
respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced
PSA, in that order; and provided, further, that with respect to each Serviced Mortgage Loan, amounts collected with
respect to the related Serviced Whole Loan shall be allocated first pursuant to the terms of the related Intercreditor Agreement
and then, any amounts allocated to the related Serviced Mortgage Loan shall be subject to application as described above.


 


(ii)       Collections
by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the payment of the costs
of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of each Serviced
Whole Loan, exclusive of any amounts payable to the holder(s) of the related Companion Loan(s), as applicable, pursuant to the
terms of the related Intercreditor Agreement) shall be applied in the following order of priority:


 


first, as a recovery
of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage Loan and
interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional Trust Fund expenses with
respect to the related Mortgage Loan;


 


second, as a recovery
of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously
paid or reimbursed from principal collections on the 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) 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 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


 



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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) 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);


 


sixth, as a recovery
of any Yield Maintenance Charge then due and owing under such Mortgage Loan;


 


seventh, as a
recovery of any late payment charges and Default Interest then due and owing under such Mortgage Loan;


 


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


 


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


 


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


 






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


 


(d)       [Reserved].


 


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


 



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Servicing Accounts shall be Eligible Accounts to the
extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited from a
Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments were collected and comparable
items; (ii) reimburse the Trustee and then the Master Servicer, if applicable, for any Servicing Advances; (iii) refund to
Mortgagors any sums as may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing
Account, if required by applicable law or the terms of the related Mortgage Loan or Companion Loan and as described below or,
if not so required, to the Master Servicer; (v) after the occurrence of an event of default under the related Mortgage Loan
or Companion Loan, apply amounts to the indebtedness under the applicable Mortgage Loan or Companion Loan; (vi) withdraw
amounts deposited in error; (vii) pay Penalty Charges to the extent permitted by the related Mortgage Loan documents; or
(viii) clear and terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01.
As part of its servicing duties, the Master Servicer shall pay or cause to be paid to the Mortgagors interest on funds in
Servicing Accounts, to the extent required by law or the terms of the related Mortgage Loan or Companion Loan; provided, however,
that in no event shall the Master Servicer be required to remit to any Mortgagor any amounts in excess of actual net
investment income or funds in the related Servicing Account. If allowed by the related Mortgage Loan documents and applicable
law, the Master Servicer may charge the related Mortgagor an administrative fee for maintenance of the Servicing
Accounts.


 


(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


 



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such items at the
time they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the
related Mortgaged Property for nonpayment of such items.


 


(c)       In
accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each Serviced
Whole Loan, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting the payment of (i) real
estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents (if applicable) and
(iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected from the related Mortgagor
(or related REO Revenues, if applicable) are insufficient to pay such item when due and the related Mortgagor has failed to pay
such item on a timely basis, and provided, however, that the particular advance would not, if made, constitute a
Nonrecoverable Servicing Advance and provided, further, however, that with respect to the payment of taxes
and assessments, the Master Servicer is not 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,
out of such Master Servicer’s own funds, 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,


 



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together with interest thereon at the Reimbursement Rate, at the
same time, in the same manner and to the same extent as the Master Servicer would otherwise have been entitled if it had actually
made such Servicing Advance at the time the Special Servicer did. Notwithstanding the foregoing provisions of this Section 3.03,
the Master Servicer is not 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 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 may 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 may 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 has no obligation to make any Servicing Advances
under this Agreement.


 






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Notwithstanding the foregoing
provisions of this Section 3.03(c), the Master Servicer is not required to reimburse the Special Servicer out of its own
funds for, or to make at the direction of the Special Servicer, any Servicing Advance if the Master Servicer determines that such
Servicing Advance, although not characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is a Nonrecoverable
Servicing Advance. The Master Servicer shall notify the Special Servicer in writing of such determination and, if applicable, such
Nonrecoverable Servicing Advance shall be reimbursed to the Special Servicer pursuant to Section 3.05(a).


 


Notwithstanding anything
to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but is not
required to make such an election 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


 



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funds available for such purpose are deposited in the Collection Account (or any Companion
Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the Master Servicer’s
or the Trustee’s options and rights to defer recovery of such amounts as provided herein; provided, however,
that such Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall not alter the Master
Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided for in this sentence.
To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion Loan are insufficient
for any such reimbursement, the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to enforce
the rights of the holder of the related Mortgage Loan under the related Intercreditor Agreement to obtain any reimbursement available
from the holder of the related Companion Loan.


 


(e)       To
the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage Loan
(other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof within
a reasonable time after the later of the Closing Date and the date as of which plan is required to be established or completed.
To the extent any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant
to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor
written confirmation of such actions and remediations within a reasonable time after the later of the Closing Date and the date
as of which action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor shall fail
to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall report any such failure
to the Special Servicer within a reasonable time after the date as of which actions or remediations are required to be or to have
been taken or completed.


 


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


 


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


 


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


 






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(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.


 






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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 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 and the Trustee
as Holder of the Lower-Tier Regular Interests and (ii) the Upper-Tier REMIC Distribution Account in trust for the benefit of the
Certificateholders and the Trustee as Holder of the Lower-Tier Regular Interests. The Master Servicer shall deliver to the Certificate
Administrator each month on or before the P&I Advance Date therein, for deposit in the Lower-Tier REMIC Distribution Account,
that portion of the Available Funds attributable to the Mortgage Loans (in each case, calculated without regard to clauses (a)(iii)(B),
(a)(iv), (c) and (d) of the definition of Available Funds) for the related Distribution Date 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
and the Interest Reserve Account shall remain uninvested.


 


With respect to each
Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Companion
Distribution Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder, to be held
for the benefit of the related Companion Holder and shall, within two (2) Business Days following the Companion Paying Agent’s
receipt of properly identified and available funds, deposit in the Companion Distribution Account any and all amounts received
by the Companion Paying Agent that are required by the terms of this Agreement or the applicable Intercreditor Agreement to be
deposited therein; provided, however, that the Companion Paying Agent shall separately track for each Serviced Companion
Loan all amounts deposited with respect to such Serviced Companion Loan. The Master Servicer shall deliver to the Companion Paying
Agent each month, on or before the P&I Advance Date therein, for deposit in the Companion Distribution Account, an aggregate
amount of immediately available funds, to the extent received with respect to the related Serviced Whole Loan, to the extent of


 



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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(j), 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 (2) Business Days of receipt of properly identified funds.


 


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


 


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


 


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


 


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


 


(iii)      any
Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of
the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund
pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection Account pursuant
to Section 9.01);


 


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


 






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


 


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


 


The Certificate Administrator
shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account, any and all amounts received by the Certificate Administrator
that are required by the terms of this Agreement to be deposited therein.


 


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution Amount
and the amount of any Yield Maintenance Charges for such Distribution Date allocated in payment of the Lower-Tier Regular Interests
as specified in Section 4.01(c) and Section 4.01(d), respectively.


 


Funds on deposit in the
Gain-on-Sale Reserve Account, the Interest Reserve Account, the Upper-Tier REMIC Distribution Account or the Lower-Tier REMIC Distribution
Account shall not be invested for so long as Wells Fargo Bank, National Association is the 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 2019-C15 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-C15 as their interests may appear”, or in the name of any
successor trustee, as Trustee for the Holders of the CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-C15 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


 



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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 2020, 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 2019-C15 - Legal Fee Reserve Account”. The Legal Fee Reserve Account will not be a part of
the Trust Fund or any Trust REMIC. 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
will have no responsibility in connection therewith.


 


The Certificate Administrator
has 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 Upper-Tier REMIC Distribution Account and the Lower-Tier REMIC Distribution Account shall be
located at the offices of the Certificate Administrator. The Certificate Administrator shall give notice to the Trustee, the Master
Servicer and the Depositor of the proposed location of the Interest Reserve Account, the Upper-Tier REMIC Distribution Account,
the Lower-Tier REMIC Distribution Account, and, if established, the Gain-on-Sale Reserve Account prior to any change thereof.


 


For federal income tax
purposes, the Collection Account (other than the Companion Distribution Account, if it is a sub-account of the Collection Account),
the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account, any Servicing Account, the REO Account and the Interest
Reserve Account (including interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier
REMIC; the Companion Distribution Account (including interest, if any, earned on the investment of funds in such account) will
be owned by the Companion Holders, as applicable; and the Upper-Tier REMIC Distribution Account (including interest, if any, earned
on the investment of funds such account) will be owned by the Upper-Tier REMIC.


 






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(c)       [Reserved].


 


(d)       [Reserved].


 


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


 


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


 


(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 Section 2.03(b) or as contemplated
by Section 3.05(g), 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. 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.


 






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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 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;


 


(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(s) 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


 



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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 (other
than any related Companion Loan) or REO Mortgage 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) or such REO Mortgage 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;


 


(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 Mortgage
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(s)) 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


 



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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(s) 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 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 (only for Nonrecoverable Servicing Advances made with respect to such Companion Loan), 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


 



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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(s)), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the
Collection Account related to any Mortgage Loan) or (3) to pay itself, with respect to any Mortgage Loan, any related Companion
Loan, if applicable, or REO Property any related earned Servicing Fee that remained unpaid in accordance with clause (ii)
above following a Final Recovery Determination made with respect to such Mortgage Loan or REO Property and the deposit into the
Collection Account of all amounts received in connection therewith;


 


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


 


(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


 



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


 



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


 


(xi)      to
recoup any amounts deposited in the Collection Account in error;


 


(xii)     to
pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of their respective
directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out of general collections,
any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section 6.04(b); provided
that, in 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(s) 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



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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(s) (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);


 


(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


 






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(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 Trust, the applicable Non-Serviced Master Servicer, the applicable
Non-Serviced Special Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced Paying Agent or any other applicable
party to the applicable Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable Non-Serviced
Intercreditor Agreement and the applicable Non-Serviced PSA.


 


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


 


The Master Servicer shall
pay to the Special Servicer, the Trustee or the Certificate Administrator from the Collection Account amounts permitted to be paid
to it therefrom monthly upon receipt of a certificate of a Servicing Officer of the Special Servicer or a Responsible Officer of
the Trustee or the Certificate Administrator describing the item and amount to which the Special Servicer, the Trustee or the Certificate
Administrator is entitled. The Master Servicer may rely conclusively on any such certificate and will 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


 



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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)
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 (v) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer as contemplated by Section 3.18(d), (C) the Trustee or the Certificate Administrator
as contemplated by Section 5.08(c) or Section 8.02(ii) to the extent payable out of the Trust Fund, (D) the Trustee,
the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 10.01(f) or Section
10.01(l) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer as contemplated by Section 13.01(a) or Section 13.01(c) in connection with any amendment
to this Agreement requested by the Trustee or the Certificate Administrator, which amendment is in furtherance of the rights and
interests of Certificateholders, in each case, to the extent not paid pursuant to Section 13.01(g);


 


(v)       to
pay any and all federal, state and local taxes imposed on 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)       [Reserved].


 


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


 


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


 






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(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 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 provide 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 provide
the Master Servicer and the Special Servicer with five (5) 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), 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), 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;


 






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(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.


 


(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 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) and the Special Servicer (in the case
of the


 



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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 has 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 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


 



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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 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, 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, as determined in accordance with the Servicing
Standard. 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 and other than
with respect to any Excluded Loan) 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


 



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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 or any other Mortgage Loan document 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, with respect to the immediately preceding proviso, the Master Servicer shall be obligated to use efforts consistent
with the Servicing Standard to cause the Mortgagor to maintain (or to itself maintain) insurance against property damage resulting
from terrorist or similar acts unless the Mortgagor’s failure is an Acceptable Insurance Default (as determined by the Special
Servicer with 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 may 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


 



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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 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 is not required to maintain, and will not be in default for failing to obtain, any
earthquake or environmental insurance on any Mortgaged Property unless such insurance was required at the time of origination
of the related Mortgage Loan and is then-available at commercially reasonable rates and the Trustee has an insurable interest
therein.


 


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, 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.


 



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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. If the Special Servicer determines that such failure is an Acceptable Insurance Default, 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 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 will 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 has not 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 has 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 shall 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


 



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Master Servicer or the Special Servicer shall 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 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 shall 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


 



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with the Servicing Standard) and to the extent the Trustee, as mortgagee,
has an insurable interest therein, flood insurance in respect thereof. Such flood insurance shall be in an amount equal to the
lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced Companion Loan, if applicable),
and (ii) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended, plus such
additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard,
but only to the extent the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits
the mortgagee to require such coverage and the maintenance of such coverage is consistent with the Servicing Standard. If the cost
of any insurance described above is not borne by the Mortgagor, the Master Servicer shall promptly make a Servicing Advance for
such costs.


 


(e)       While
any REO Property (other than with respect to an REO Property that formerly secured a Non-Serviced Mortgage Loan) is located in
a federally designated special flood hazard area, the Special Servicer shall cause to be maintained, to the extent available at
commercially reasonable rates (as determined by the Special Servicer (if no Control Termination Event is continuing, with the consent
of the Directing Holder (other than with respect to an Excluded Loan)), 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 in the Collection Account.


 


(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


 



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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 is 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) 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 is continuing and no Consultation Termination
Event is continuing, the Special Servicer shall consult with the Directing Holder pursuant to Section 6.08(a) 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 in the same Crossed Mortgage Loan Group (in the case of a Crossed Underlying Loan) 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 Companion Loan Rating Agency Confirmations with respect to
any Serviced Companion Loan Securities, 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 (regardless of whether an Operating Advisor Consultation Event 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) 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.


 


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


 



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Loan is being serviced under this Agreement, (i) the Special
Servicer, with respect to all Mortgage Loans (other than a Non-Serviced Mortgage Loan and other than as set forth in clause
(ii)) 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, (ii) with respect to any Non-Specially Serviced Loan,
if such action is not a Major Decision or a Non-Major Decision, 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 is 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) 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 is continuing, and no Consultation
Termination Event is continuing, the Special Servicer shall consult with the Directing Holder pursuant to Section 6.08(a)
and (ii) the Special Servicer or the Master Servicer, as applicable, has obtained Rating Agency Confirmation from each Rating Agency
and Companion Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities 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


 



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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 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 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) 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.


 


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 subject to satisfaction of certain conditions in the related Mortgage Loan documents and subject to which there
is no lender discretion required, then for so long as such Mortgage Loan or related Companion Loan is being serviced under this
Agreement, (i) the Special Servicer, with respect to all Mortgage Loans (other than a Non-Serviced Mortgage Loan and other than
as set forth in clause (ii)), and (ii) the Master Servicer with respect to Non-Specially Serviced Loans not involving a
Major Decision or Non-Major 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


 



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amend any term of any Mortgage Loan and related Serviced Companion Loan, as applicable,
in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The Master Servicer
and the Special Servicer, as applicable, shall provide copies of any final waivers (except with respect to provision of any such
waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to Section 3.08(a)
or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and shall notify the Trustee,
the Certificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5 Information Provider (for posting
to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) 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). The Directing Holder will have ten (10) 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 Non-Major
Decisions, if the Master Servicer and the Special Servicer have mutually agreed to have the Master Servicer process such Major
Decision or Non-Major Decision, the Master Servicer shall not agree to such Major Decision or Non-Major Decision without the prior
written consent of the Special Servicer and, as applicable, the Directing Holder (which consent or deemed consent shall be obtained
by the Special Servicer). In connection with such consent, if the Master Servicer is processing such Major Decision or Non-Major
Decision, the Master Servicer shall promptly provide the Special Servicer with written notice of any request for such Major Decision
or Non-Major 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 ten (10) 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 Non-Major 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) that the applicable


 



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conditions in the related Mortgage Loan or Companion Loan documents, as applicable, with
respect to assumptions or encumbrances permitted without the consent of the mortgagee have been satisfied, the applicable assumptions
and transfers may be subject to an assumption or other fee, unless such fees are otherwise prohibited pursuant to the Mortgage
Loan documents; provided that any such fee not provided for in the Mortgage Loan documents does not constitute a “significant”
change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).


 


(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 Non-Major
Decision; provided that the Master Servicer (a) has 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) has 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 foreclose upon 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 Mortgage Loan (other than any Non-Serviced Mortgage Loan) and related Companion Loan(s), if any, as
come into and continue in payment default or material non-monetary 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 suffers damage from an Uninsured Cause, the Master Servicer or the Special Servicer is not 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


 



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proceedings shall be advanced by the Master Servicer; provided that, in each case, such cost or expense would
not, if incurred, constitute a Nonrecoverable Servicing Advance. Nothing contained in this Section 3.09 shall be
construed so as to require the Master Servicer or the Special Servicer, on behalf of the Trust, to make 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 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 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


 






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(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 (or, in the case of a Guaranteed Seller,
the related Guarantor could be required to make payments under their respective payment guaranties in connection with a repurchase),
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 and (B) other than with respect to any Excluded Loan) at such time
as it deems


 



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appropriate to release such Mortgaged Property from the lien of the related Mortgage, provided that, if such
Mortgage Loan has a then-outstanding principal balance of greater than $1,000,000, then prior to the release of the related Mortgaged
Property from the lien of the related Mortgage, (i) the Special Servicer shall notify 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 post 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
consent 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 may 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.


 






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(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,


 



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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 is not 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, Serviced 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, Serviced 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,


 



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Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section
3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan,
Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds
and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section
3.05(a). Except as set forth in the next two sentences, the third paragraph of this Section 3.11(a), Section
6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in
whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder
to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the
Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion
Loan, subject to the terms of the related Intercreditor Agreement.


 


The Master Servicer is
entitled to retain, and is not 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 Mortgage Loans (other than any Specially Serviced Loans) and any related Serviced Companion Loans, to the extent not prohibited
by the related Intercreditor Agreement; provided that such transactions are Non-Major Decisions; (ii) 100% of all assumption
application fees and other similar items 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); (iii) 100% of 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 with respect to a Non-Specially
Serviced Loan for which the consent, processing or approval of the Special Servicer is required under clause (xviii) of
the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer
to the Special Servicer); (iv) 100% of assumption, waiver, consent and earnout fees, and other similar fees (other than assumption
application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection
with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited
by the related Intercreditor Agreement); provided that such transactions qualify as Non-Major Decisions; (v) 50% of all
Excess Modification Fees and assumption, waiver, consent and earnout fees, and other similar fees (other than assumption application
and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Mortgage Loan (other than a Specially Serviced
Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement); provided
that such transaction qualifies as a Major Decision; (vi) 100% of charges by the Master Servicer collected for checks returned
for insufficient funds related to accounts held by the Master Servicer and (vii) 100% of charges for beneficiary statements or
demands actually paid by the related borrowers to the extent such beneficiary statements or demands were prepared by the Master
Servicer. 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


 



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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 is not 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 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 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
may reduce or elect not to charge the portion of any such fee


 



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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 Serviced REO Loan. As to each Specially Serviced Loan and Serviced 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 Serviced REO Loan, as the case may be, and in the same manner as interest is calculated
on the Specially Serviced Loans or Serviced 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
Serviced REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or Serviced 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 related to modifications, waivers, extensions
or amendments of any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions
or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially
Serviced Loans; provided that such transaction qualifies as a Major Decision, and (C) 0% of Excess Modification Fees related
to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced
Companion Loans that are not Specially Serviced Loans; provided that such transaction qualifies as a Non-Major 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
with respect to Non-Specially Serviced Mortgage Loans 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, (v) (A) 50% of all waiver fees, assumption fees, consent fees
pursuant to Section 3.08 or Section 3.18


 



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and earnout fees received in each case with respect to all Mortgage Loans
(including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) (excluding
any Non-Serviced Mortgage Loan) that are not Specially Serviced Loans; provided that such transaction qualifies as a Major
Decision and (B) 0% of all assumption fees, consent fees and earnout fees received with respect to al Mortgage Loans (including
the Serviced Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) (excluding any Non-Serviced
Mortgage Loan) that are not Specially Serviced Loans; provided that such transaction qualifies as a Non-Major Decision,
(vi) 100% of charges by the Special Servicer collected for checks returned or insufficient funds relating to the accounts held
by the Special Servicer, and (vii) 100% of charges for beneficiary statements or demands actually paid by the related borrowers
to the extent such beneficiary statements or demands were prepared by the Special Servicer, 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
are not 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 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


 



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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 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 order) to reimburse (i) the Master Servicer,
the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable (and,
in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special
Servicer or the applicable Non-Serviced Trustee for interest on the servicing advances made by any such party with respect to a
Non-Serviced Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced
Intercreditor Agreement) due on such Distribution Date, (ii) the Trust for all


 



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interest on Advances previously paid to the Master
Servicer or the Trustee pursuant to Section 3.05(a)(vi) (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. 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
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.


 






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(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 or such other payment instructions as CREFC® may provide to the Master Servicer in writing
at least two Business Days prior to the Master Servicer Remittance Date) the CREFC® Intellectual Property Royalty
License Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent sufficient funds
are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance
with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in the Collection Account.


 


Section
3.12     Inspections; Collection of Financial Statements. (a) The Master Servicer (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 2019
(and each Mortgaged Property shall be inspected on or prior to December 31, 2020); provided, however, that if a
physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer is not
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


 



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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 outstanding principal balances, or (ii) with
respect to the 2 North 6th Place Whole Loan, first, from the related AB Subordinate Companion Loan(s) 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(s)), 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 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 if no Consultation
Termination Event is continuing, 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).


 


(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 in connection with the reports described
in the following paragraph, review) from each related Mortgagor quarterly and annual operating


 



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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 are not 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, 2019. 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 Loans) 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, 2019, a CREFC® Operating Statement Analysis Report (but only
to the extent the related Mortgagor is required by the related Mortgage documents to deliver and does deliver, or otherwise agrees
to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter,
provided, however, that any analysis or report with respect to the first calendar quarter of each year is not 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


 



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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, 2019, 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
upon request.


 


(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 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 April 2019, 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


 



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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 April 2019, 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 April 2019, 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 April 2019, the Master Servicer shall deliver to the Certificate
Administrator the CREFC® Schedule AL File in EDGAR-Compatible Format; provided that the Master Servicer will
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® 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 may 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 is not 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.


 



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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 may conclusively rely upon, without investigation or inquiry, any information and reports delivered
to it by any third party, and the Certificate Administrator may 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 will 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 will 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).


 


(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 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


 



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or any Companion Holder and, if no Consultation Termination Event is continuing, 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 (if no Consultation Termination Event is continuing)
and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders, as applicable) of
a sum sufficient to cover the reasonable out-of-pocket costs incurred by it in making such copies. Such access shall (except
as described in the preceding sentence) be afforded without charge but only upon reasonable prior written request and during
normal business hours at the offices of the Certificate Administrator or the Custodian.


 


The failure of the Master
Servicer or 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


 



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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
otherwise materially harm 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 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


 



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may conclusively rely. In addition, the Master Servicer and the Special Servicer may 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 related
amendments and exhibits;


 


(C)        the
Mortgage Loan Purchase Agreements and any related amendments and exhibits; 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; and


 


(B)       any
notice delivered to the Certificate Administrator by the Depositor pursuant to Section 11.07 relating to the filing of a
Form 8-K/A;


 






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(iii)      The
following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 


(A)       all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)        the
CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Financial
File, the CREFC® Collateral Summary File, the CREFC® Property File, each of the “surveillance
reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including,
without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this
Agreement from time to time; and


 


(C)        the
CREFC® Appraisal Reduction Amount Template;


 


(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 a Control Appraisal Period summaries of Asset Status Reports approved by the holder
of the related Companion Loan and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


 


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


 


(C)       all
Operating Advisor Annual Reports;


 


(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;


 






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(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 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;


 






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(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;


 


(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
“US 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.


 


The Certificate Administrator
shall, in addition to posting the applicable notices on the “US 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 “US 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)).


 






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Any Person that is a
Borrower Party will 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 a 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, the Certificate Administrator shall grant such Directing Holder
or Controlling Class Certificateholder access to 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 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 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 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


 



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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 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 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 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 is not
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


 



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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 is not 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 2019-C15” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any
other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)        any
notices of waivers under Section 3.08(d);


 


(ii)       any
Asset Status Report delivered by the Special Servicer under Section 3.19(d);


 


(iii)      any
notice of final payment on the Certificates;


 


(iv)     any
environmental reports delivered by the Special Servicer under Section 3.09(e);


 


(v)      any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)     any
annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or 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);


 






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(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 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


 



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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 (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 2019-C15” 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.


 


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 2019-C15” 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


 



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respect to such Distribution Date Statements and CREFC® reports) shall be
provided by the Certificate Administrator to third parties (including Bloomberg Financial Markets, 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, 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 may (i) indicate the source of such information and affix
thereto any disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient of such information (A) except
for the Depositor and the Rating Agencies, enter into (x) an Investor Certification, (y) a confidentiality agreement substantially
in the form of Exhibit X or (z) a “click-through” confidentiality agreement if such information is being provided
through the Master Servicer’s or 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


 



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(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).


 


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


 



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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 any party to this Agreement shall be borne by such party and
are not additional expenses of the Trust.


 


Section 3.14     Title
to REO Property; REO Account. (a) If title to any Mortgaged Property is acquired directly or indirectly through a single member
limited liability company established for such purpose (and thus becomes REO Property), the deed or certificate of sale must 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 Lower-Tier
REMIC 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


 



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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.


 


(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.


 






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(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 has full power and authority to do any and all things in connection
therewith as are in the best interests of and for the benefit of the Certificateholders (and, in the case of each Serviced
Whole Loan, the related Companion Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests) all as a
collective whole (taking into account the subordinate or pari passu nature of any Companion Loan, as the case may be)
(as determined by the Special Servicer in its reasonable judgment in accordance with the Servicing Standard).
Notwithstanding anything to the contrary herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded for
all purposes of this Section 3.15. Subject to this Section 3.15, the Special Servicer may allow the Trust or
any commercial mortgage securitization that holds any Serviced Companion Loan to earn “net income from foreclosure
property” within the meaning of Section 860G(d) of the Code if it determines that earning such income is in the best
interests of Certificateholders and, if applicable, any related Companion Holder(s) on a net after-tax basis as compared with
net leasing such REO Property or operating such REO Property on a different basis. In connection therewith, the Special
Servicer shall deposit or cause to be deposited on a daily basis (and in no event later than 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


 



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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


 


(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


 



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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
may enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder
for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification.


 


(d)       When
and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a statement
prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes,
resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to
the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property in
accordance with Sections 3.15(a) and 3.15(b).


 


Section
3.16     Sale of Defaulted Loans and REO Properties. (a) (i) Within thirty (30) days after a
Defaulted Loan has become a Specially Serviced Loan, the Special Servicer shall order (but is not 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


 



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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 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 and the Directing Holder (other than
in respect of any Excluded Loan) not less than ten (10) Business 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


 



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condition of the related Mortgaged Property and the state of the local economy.
If the offeror is an Interested Person, the Trustee (based upon updated Appraisals ordered by the Special Servicer and received
by the Trustee (or ordered by the Trustee if the Special Servicer or any of its Affiliates is an Interested Person)) shall determine
the fair price unless (i) the offer is equal to or greater than the applicable Par Purchase Price and (ii) the offer is the highest
offer received; provided, however, that no offer from an Interested Person will constitute a fair price unless (A)
it is the highest offer received and (B) if the offer is less than the applicable Par Purchase Price, at least two other offers
are received from independent third parties, and any such determination by the Trustee shall be binding upon all parties. The Trustee
shall act in a commercially reasonable manner in making such determination. In determining whether any offer received from an Interested
Person represents a fair price for any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal (or update of such
Appraisal) of the related Mortgaged Property conducted in accordance with this Agreement within the preceding 6-month period or,
in the absence of any such Appraisal, on a new Appraisal. Except as provided in the following paragraph, the cost of any Appraisal
will be covered by, and will be reimbursable as, a Servicing Advance.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price and the offer is less than the Par Purchase Price, the Trustee may, at its option,
(at the expense of the Interested Person) designate an independent third party expert in real estate or commercial mortgage loan
matters with at least five (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 may 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 Defaulted Loan.


 


(B)        The
Special Servicer is not required 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
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


 



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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 AB Subordinate Companion Loan(s))). 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 AB Subordinate Companion Loan(s))) (for example, if the prospective buyer making the lower
offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more
favorable); provided that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer.
The Special Servicer shall use reasonable efforts to sell all Defaulted Loans prior to the Rated Final Distribution Date. For the
avoidance of doubt, the Trustee will 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


 



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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 is not required by either of the foregoing paragraphs or otherwise to accept the highest offer if the Special
Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of
the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, 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, the related Companion Holder,
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


 



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expense is not paid by the applicable Interested Person within thirty (30)
days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but
the Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable
Interested Person. In determining whether any offer constitutes a fair price for any REO Property, the Special Servicer or the
Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser or other expert in real estate matters shall
be instructed to take into account, as applicable, among other factors, the physical condition of such REO Property, the state
of the local economy and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)       Subject
to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders in negotiating
and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection
of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation or warranty
by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor
or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary warranties of title,
so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the terms of this Agreement,
none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor nor the
Trustee will 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 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


 



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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 five (5) years’ experience in valuing or investing in loans similar to the subject Mortgage Loan, that has
been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan.
The Trustee shall act in a commercially reasonable manner in making such determination. If the Trustee designates such a third
party to make such determination, the Trustee may 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(s) for 2 North 6th Street Whole Loan, prior to the Servicing Shift Securitization
Date, 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(s) 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(s) will no longer be subject to this Agreement. In addition,
with respect to any 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 is not required to
sell the related AB Subordinate Companion Loan(s) together with such Mortgage


 



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Loan as one whole loan. If no Control Appraisal Period
exists, the Special Servicer may not sell the AB Subordinate Companion Loan(s) without the prior consent of the holder of the AB
Subordinate Companion Loan(s). If a Control Appraisal Period is continuing, the Special Servicer has the right (but not the obligation)
to sell the AB Subordinate Companion Loan(s) without the consent of the holder of the AB Subordinate Companion Loan(s).


 


(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 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, 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


 



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portion thereof shall continue to be fully reimbursable in the subsequent collection period
(subject, again, to the same sole option to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance
shall again be payable first from principal collections as described above prior to payment from other collections). In
connection with a potential election by the Master Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable
Advance or portion thereof during the one month collection period ending on the related Determination Date for any Distribution
Date, the Master Servicer or the Trustee shall further be authorized to wait for principal collections on the Mortgage Loans to
be received until the end of such collection period before making its determination of whether to refrain from the reimbursement
of a particular Nonrecoverable Advance or portion thereof); provided, however, that if, at any time the Master Servicer
or the Trustee, as applicable, elects, in its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines
that the reimbursement of a Nonrecoverable Advance during a one-month collection period will exceed the full amount of the principal
portion of general collections on the Mortgage Loans deposited in the Collection Account for such Distribution Date, then the Master
Servicer or the Trustee, as applicable, shall use its reasonable efforts to give the 17g-5 Information Provider fifteen (15) days’
notice of such determination for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
unless extraordinary circumstances make such notice impractical. Notwithstanding the foregoing, failure to give notice as required
by the preceding sentence shall in no way affect the Master Servicer’s or the Trustee’s election whether to refrain
from obtaining such reimbursement as described in this Section 3.17(c). Nothing herein shall give the Master Servicer or
the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the extent of any principal collections then available
in the Collection Account pursuant to Section 3.05(a)(v).


 


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


 



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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 will 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 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 Non-Major Decision or a 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 Non-Major Decision (other than with respect to
actions described in subclause (i) or (ii) of clause (xviii) of the definition of “Major
Decisions” with respect to Non-Specially Serviced Loans), unless the Master Servicer and the Special Servicer mutually
agree with respect


 



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to a Non-Specially Serviced Loan 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, which consent shall be deemed given if the
Special Servicer does not respond within ten (10) days of delivery to the Special Servicer of the Master Servicer’s
written recommendations and analysis, and all information that is in the Master Servicer’s possession
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 the related Intercreditor Agreement to consent to such Major Decision). Subject to Section
6.08, the Special Servicer may waive, modify or amend (or consent to waive, modify or amend) any provision of a Mortgage
Loan or Serviced Companion Loan that is not in default or as to which default is not reasonably foreseeable; 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 or the Special Servicer
(whichever is processing such action) shall provide the Trustee, the Certificate Administrator, the Special Servicer or the
Master Servicer (as applicable), 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 3.18(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 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


 



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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 Companion
Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities 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 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.


 


(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 Non-Major Decision that is subject to its processing and/or
consent rights pursuant to Section 3.18(a) of this Agreement) with respect to


 



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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 or Non-Major Decision,
the approval of the Directing Holder (or, during a Control Termination Event while no Consultation Termination Event is continuing,
upon consultation with the Directing Holder); 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 obtain an Opinion of Counsel
that such release or substitution would not be a “significant modification” of the Mortgage Loan within the meaning
of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event. Notwithstanding anything herein to the contrary,
with respect to any Excluded Loan (regardless of whether an Operating Advisor Consultation Event 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.


 


The Master Servicer,
prior to taking any action with respect to any Major Decision or any Non-Major Decision shall refer the request to the Special
Servicer. The Special Servicer shall process the request directly (other than any Major Decision described in subclauses (i)
and (ii) of clause (xviii) of the definition of “Major Decision” with respect to a Non-Specially Serviced
Loan, which shall be processed by the Master Servicer subject to the consent rights of the Special Servicer). 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 that is in the Master Servicer’s
possession that the Special Servicer may reasonably request in order to withhold or grant its consent, and in all cases the Special
Servicer may approve or disapprove any modification, waiver or amendment that constitutes such a Major Decision or a Non-Major
Decision.


 


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


 



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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 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 Non-Major 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


 



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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 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)), and the Master Servicer
shall notify the Certificate Administrator, the Trustee, the Special Servicer, the Directing Holder (other than with respect to
an Excluded Loan and if no Consultation Termination Event is continuing), the related Mortgage Loan Seller (so long as such Mortgage
Loan Seller is not the Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing Holder), any related 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. The Custodian shall
make available copies of each agreement whereby the modification, waiver or amendment of any term of any Mortgage Loan is effected
available for review during normal business hours at the office of the Custodian. Following receipt of the Master Servicer’s
or the Special Servicer’s, as applicable, delivery of the aforesaid modification, waiver or amendment to the Certificate
Administrator, the Certificate Administrator shall forward a copy thereof to each Holder of a Certificate (other than the Class
R Certificates) upon request. With respect to the processing of any modification, waiver or consent related to any Mortgagor incurring
Additional Debt or mezzanine debt, the Special Servicer (if the Special Servicer processes such modification, waiver or consent
pursuant to Section 3.18(a)) or the Master Servicer (if the Master Servicer processes such modification, waiver or consent
pursuant to Section 3.18(a)) shall, on or before the later of (i) 3:00 p.m. on the related P&I Advance Date and (ii)
five (5) Business Days immediately following the Master Servicer or 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
of 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®


 



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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
Major Decision relating to a defeasance. Notwithstanding the foregoing, the Master Servicer shall not permit (or, with regard to
any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged Property pursuant to the defeasance
provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii)
and the Master Servicer has received (i) replacement collateral consisting of government securities within the meaning of Treasury
Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the applicable Mortgage Loan documents, in an amount
sufficient to make all scheduled payments under the related Mortgage Loan (or defeased portion thereof) when due, (ii) a certificate
of an Independent certified public accountant to the effect that such substituted property will provide cash flows sufficient to
meet all payments of interest and principal (including payments at maturity) on such Mortgage Loan or Serviced Whole Loan in compliance
with the requirements of the terms of the related Mortgage Loan documents and, if applicable, Companion Loan documents, (iii) one
or more Opinions of Counsel (at the expense of the related Mortgagor) to the effect that the Trustee, on behalf of the Trust, will
have a first priority perfected security interest in such substituted Mortgaged Property; provided, however, that,
to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the related Mortgagor
shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to the extent consistent with the related
Mortgage Loan documents and, if applicable, Companion Loan documents, the Mortgagor shall establish a single purpose entity to
act as a successor mortgagor, if so required by the Rating Agencies, (v) to the extent permissible under the related Mortgage Loan
documents and, if applicable, Companion Loan documents, the Master Servicer shall use its reasonable efforts to require the related
Mortgagor to pay all costs of such defeasance, including but not limited to the cost of maintaining any successor mortgagor, and
(vi) to the extent permissible under the Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer
shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from each Rating Agency and Companion Loan Rating
Agency Confirmations with respect to any Serviced Companion Loan Securities; 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 for any Mortgage Loan that (together with any other Crossed Underlying
Loans in a Crossed Mortgage Loan Group with such Mortgage Loan) is: (i) a Mortgage Loan with a Cut-off Date Balance less than $35,000,000,
(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


 



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the preceding sentence would
be inconsistent with the related Mortgage Loan documents, such reasonable costs shall be paid by the related Mortgage Loan Seller
as and to the extent set forth in the applicable Mortgage Loan Purchase Agreement.


 


(i)       Notwithstanding
anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the contrary, the Master
Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property pursuant to the
defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in lieu of the defeasance
collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable; provided that
such substitution is consistent with the Servicing Standard and the Master Servicer (subject to the Special Servicer’s processing
and/or consent rights pursuant to Section 3.18(a) with respect to any such action that constitutes a Major Decision or Non-Major
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 Companion
Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities. Notwithstanding the foregoing, with respect
to certain Mortgage Loans that are subject to defeasance and identified on Schedule 3, the related Mortgage Loan Seller
(or the originator of the related Mortgage Loan) 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 (and/or any other party identified in the related Mortgage
Loan Purchase Agreement). 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


 



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Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any Mortgaged
Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage Loan or
Companion Loan documents. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to be maintained
in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested by the Master Servicer
in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, that comply
with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed in a separate account,
the Master Servicer shall deposit all payments received by it from defeasance collateral substituted for any Mortgaged Property
into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion Loan in advance of its
Due Date in accordance with clause (a)(i) of the definition of “Available Funds”, and not as a prepayment of
the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer
permit such amounts to be maintained in the Collection Account for a period in excess of 365 days (or 366 days in the case of a
leap year).


 


(k)       Notwithstanding
anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable, shall, unless
it has received Rating Agency Confirmation from each Rating Agency and Companion Loan Rating Agency Confirmations with respect
to any Serviced Companion Loan Securities (the cost of which shall be paid by the related Mortgagor, if so allowed by the terms
of the related loan documents and otherwise paid out of general collections) grant or accept any consent, approval or direction
regarding the termination of the related property manager or the designation of any replacement property manager, with respect
to any Mortgaged Property that secures a Mortgage Loan that (i) is one of the ten largest Mortgage Loans by Stated Principal Balance
or (ii) has an unpaid principal balance that is at least equal to five percent (5%) of the then aggregate principal balance of
all Mortgage Loans or $35,000,000.


 


(l)        Notwithstanding
anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with
any defeasance transaction contemplated in subclause (ii) of clause (xviii) of the definition of “Major Decision”,
the Master 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


 



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reasonable efforts to provide the Special
Servicer with all information, documents and records (including records stored electronically on computer tapes, magnetic
discs and the like) relating to such Mortgage Loan and, if applicable, the related Serviced Companion Loan, either in the
Master Servicer’s possession or otherwise available to the Master Servicer without undue burden or expense, and
reasonably requested by the Special Servicer to enable it to assume its functions hereunder with respect thereto. The
Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the
occurrence of each related Servicing Transfer Event (or, in the case of clauses (b) or (d) 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,


 



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Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced Mortgage Loan)
and shall provide the Special Servicer with any information in its possession with respect to such records to enable the Special
Servicer to perform its duties under this Agreement; provided that this statement shall not be construed to require the
Master Servicer to produce any additional reports.


 


(d)       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 Non-Major Decision or Major Decision (or making a determination not to take action with respect to a
Non-Major Decision or 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;


 






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(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 Master Servicer for
regular servicing or foreclosed 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) days
(or, in the case of an Asset Status Report prepared prior to making a determination of an Acceptable Insurance Default, twenty
(20) days) of receiving an Asset Status Report (other than with respect to an Excluded Loan and only if no Control Termination
Event is continuing), 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, twenty (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) 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


 



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applicable Mortgage
Loan documents. If, with respect to any Mortgage Loan other than an Excluded Loan and if no Control Termination Event is continuing,
the Directing Holder disapproves such Asset Status Report within ten (10) days (or, in the case of an Asset Status Report prepared
prior to making a determination of an Acceptable Insurance Default, twenty (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) day
period (or, in the case of an Asset Status Report prepared prior to making a determination of an Acceptable Insurance Default,
twenty (20) day period) if the Special Servicer reasonably determines in accordance with the Servicing Standard that failure to
take such actions before the expiration of the ten (10) day period (or, in the case of an Asset Status Report prepared prior to
making a determination of an Acceptable Insurance Default, twenty (20) 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) days or, in the case of an Asset Status Report prepared prior to making
a determination of an Acceptable Insurance Default, twenty (20) 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 has 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


 



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or electronically),
on a non-binding basis, in connection with an Asset Status Report for an Excluded Loan that includes a Major 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,
(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 shall 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


 



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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 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), the Directing Holder will 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)), will 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 follow any advice, direction or consultation provided by the Operating Advisor, any Serviced Companion
Noteholder (or its representative) or the Directing Holder 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.


 






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(e)           (i)  Upon receiving notice of the occurrence of the events described in clause (c) of the definition
of Servicing Transfer Event (without regard to the 30-day period, respectively, set forth therein), the Master Servicer shall with
reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special Servicer with all information
that the Master Servicer has in its possession relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested
by the Special Servicer to enable it to negotiate with the related Mortgagor. The Master Servicer shall use its reasonable efforts
to comply with the preceding sentence within five (5) Business Days of the occurrence of each such event.


 


(ii)           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
Control Appraisal Period is continuing (to the extent approved by the related Directing 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(s) is not subject
to a Control Appraisal Period, which Final


 



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Asset Status Report has been approved or deemed approved by the holder of the related
AB Subordinate Companion Loan(s) in accordance with the related Intercreditor 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.


 


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 under the circumstances described therein (subject to Section 3.20(g));
(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) will 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) 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 Non-Major 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 Non-Major 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


 



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Prohibited
Party; and (ix) provides that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing
Agreement shall be terminated (following the expiration of any applicable Grace Period) if the Sub-Servicer fails (A) to deliver
by the due date any Exchange Act reporting items required to be delivered to the Master Servicer, Certificate Administrator or
Depositor under Article XI or under the Sub-Servicing Agreement or to the master servicer under any other pooling and
servicing agreement that the Depositor is a party to, or (B) to perform in any material respect any of its covenants or obligations
contained in the Sub-Servicing Agreement regarding creating, obtaining or delivering any Exchange Act reporting items required
for any party to this Agreement to perform its obligations under Article XI or under the Exchange Act reporting items
required under any other pooling and servicing agreement that the Depositor is a party to. Any successor master servicer or special
servicer, as applicable, hereunder shall, upon becoming successor master servicer or special servicer, as applicable, be assigned
and may assume any Sub-Servicing Agreements from the predecessor Master Servicer or the Special Servicer, as applicable (subject
to Section 3.20(g)). 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.


 



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(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. 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


 



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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 (a) the Unaffiliated Seller Fee Arrangement, dated as of March 1, 2019, between Midland Loan Services,
a Division of PNC Bank, National Association and 3650 REIT (the “Fee Arrangement”) and (b) each Initial Sub-Servicing
Agreement and (i) 3650 REIT’s rights and obligations under the Fee Arrangement and 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 such Fee Arrangement or any such 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 Fee Arrangement and 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 that would increase the obligations or limit the
rights of 3650 REIT or the Initial Sub-Servicer, as applicable, hereunder and/or under the Fee Arrangement or the Initial Sub-Servicing
Agreement, as applicable, without the prior written consent of 3650 REIT or the Initial Sub-Servicer, as applicable (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, 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 2020 (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


 



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Net Mortgage
Rate, to the extent a full Periodic Payment or P&I Advance is made in respect thereof (all amounts so deposited pursuant to
this sentence in any particular January and/or February, “Withheld Amounts”).


 


(b)          
On each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution
Date), the Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts
from the preceding January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution
Account.


 


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, but no more often than on a monthly basis
(or, with respect to communications between the Directing Holder and the Master Servicer or the Special Servicer, as applicable,
on a more frequent basis that is commercially reasonable as mutually agreed to between the Directing Holder and the Master Servicer
or the Special Servicer, as applicable), 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, 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


 



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Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable)
shall rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or such Directing Certificateholder has 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 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 may 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 may 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, will 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, Grass River REIT
shall be the initial Directing Certificateholder and shall remain so


 



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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 rely on the preceding sentence with respect to the identity of the Directing Certificateholder.


 


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


 


(g)           Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing 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 will 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 may rely on the most recent notification with respect to the identity and contact information
of the Controlling Class Certificateholder and the Directing 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


 



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Certificateholder
and provide such information to the requesting party and such requesting party may rely on such information.


 


(l)           
At any time that the Controlling Class Certificateholder is the holder of a majority of the Class E-RR Certificates and
the Class E-RR Certificates are the Controlling Class, such Controlling Class Certificateholder may waive its right (a) to appoint
the Directing Certificateholder and (b) to exercise any of the Directing Certificateholder’s rights under this Agreement
by irrevocable written notice delivered to the Depositor, the Certificate Administrator (which shall be via electronic mail to
trustadministrationgroup@wellsfargo.com), the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. Notwithstanding
anything to the contrary contained herein, during such time as a Control Termination Event or Consultation Termination Event is
in existence solely as a result of the operation of clause (ii) of the definition of Control Termination Event and clause
(ii) of the definition of Consultation Termination Event, such Control Termination Event or Consultation Termination Event
shall be deemed to no longer be in existence and have not occurred with respect to any unaffiliated third party to whom the Controlling
Class Certificateholder that irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder
has sold or transferred all or a portion of its interest in the Class E-RR Certificates if such unaffiliated third party holds
the majority of the Controlling Class after giving effect to such transfer (the “Non-Waiving Successor”). Following
any such sale or transfer, the Non-Waiving Successor shall again have the rights of the Controlling Class Certificateholder as
set forth herein (including the rights to appoint a Directing Certificateholder, waive its right to appoint a Directing Certificateholder
or cause the exercise of the rights of the Directing Certificateholder) without regard to any prior waiver by the predecessor Controlling
Class Certificateholder. The Non-Waiving Successor shall also have the right to exercise any of the rights of the Controlling Class
Certificateholder. No Non-Waiving Successor described above shall have any consent rights with respect to any Mortgage Loan that
became a Specially Serviced Loan prior to the sale or transfer of the Class E-RR Certificates to the Non-Waiving Successor and
had not also become a Corrected Loan prior to such sale or transfer until such time as such Mortgage Loan becomes a Corrected Loan.


 


(m)          Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include
on its statement made available pursuant to Section 4.02(a) 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


 



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accordance with
Section 4.05(a)) 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 shall 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 applicable, is required or permitted to consent to such action.
Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and each mezzanine lender or
its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement
and the related Intercreditor Agreement to the extent provided for therein.


 


(b)           Neither the Master Servicer nor the Special Servicer will 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


 



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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, (b) result in the imposition of a “prohibited
transaction” or “prohibited contribution” tax under the REMIC Provisions or (c) materially expand the scope
of the Special Servicer’s, Trustee’s, the Certificate Administrator’s or the Master Servicer’s responsibilities
under this Agreement.


 


(d)           With respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor, 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 the case may be, 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 the case may
be, 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 (other than with respect to actions described in subclauses (i) or (ii)
of clause (xviii) of the definition of “Major Decisions”, which the Master Servicer shall process without first
seeking the agreement of the Special Servicer) or Non-Major Decision, unless the Master


 



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Servicer and the Special Servicer mutually
agree that, in connection with any modification, waiver or amendment that constitutes a Major Decision (other than with respect
to actions described in subclauses (i) or (ii) of clause (xviii) of the definition of “Major Decisions”,
which the Master Servicer shall process without first seeking the agreement of the Special Servicer) or Non-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 a Non-Major Decision), or (ii) with respect to any Specially Serviced Loan, the Special Servicer, as applicable, shall
(1) to the extent the required notice address has been provided, 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 continuance of a Control Termination Event or a Consultation Termination Event) and (2) 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 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


 



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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 two
(2) Business Days after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


 


(h)           [Reserved].


 


(i)           
With respect to each Serviced Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review”
(or such analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and
Servicing Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the
asset representations reviewer under the Other Pooling and Servicing Agreement or any other party to the Other Pooling and Servicing
Agreement in connection with such asset review by providing the asset representations reviewer under the Other Pooling and Servicing
Agreement or such other requesting party with any documents reasonably requested by the asset representations reviewer under the
Other Pooling and Servicing Agreement or such other requesting party, but only to the extent such documents are in the possession
of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be.


 


Section 3.25       
Rating Agency Confirmation. (a)  Notwithstanding the terms of any related Mortgage Loan documents or other
provisions of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation
as a condition precedent to such action, if the party (the “RAC Requesting Party”) required to obtain such Rating
Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within
ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website,
such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither
reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting Party shall 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 is not required 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


 



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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 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).


 



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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 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 shall 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 shall use information received from the Special


 



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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 and Serviced Companion 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 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 is not 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 and Serviced Companion Loans for which a Major Decision Reporting
Package has been delivered to the Operating Advisor) under this Agreement taking into account the


 



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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 will have no obligation to adopt any comments
to the Operating Advisor Annual Report that are provided by the Special Servicer.


 


(ii)           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 is not
subject to any liability arising from such limitations or prohibitions. The Operating Advisor may conclusively rely on the accuracy
and completeness of any information it is provided without liability for any such reliance thereunder.


 


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


 


(iv)          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 is not subject to any liability arising from such limitations or prohibitions.


 


(d)           (i)  After the calculation has been finalized (and if an Operating Advisor Consultation Event is continuing prior
to the utilization) by the Special Servicer of any of the


 



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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
may 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, calculations and material described above (together with any additional
information and material reviewed by the Operating Advisor) and, therefore, it will 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 or the 2 North 6th Place Whole Loan. In addition, with respect to the Operating Advisor’s review of net present
value calculations as described above, the Operating Advisor’s recalculation shall not take into


 



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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 is continuing, 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 or REO Mortgage Loan. As to each Mortgage Loan and each REO Mortgage
Loan, the Operating Advisor Fee shall accrue from time to time at the Operating Advisor Fee Rate and shall be computed on the basis
of the Stated Principal Balance of such Mortgage Loan or REO Mortgage Loan, as the case may be, and in the same manner as interest
is calculated on the related Mortgage Loan or REO Mortgage Loan, as the case may be, and, in connection with any partial month
interest payment, for the same period respecting which any related interest payment due on the related Mortgage Loan or deemed
to be due on such REO Mortgage Loan is computed. The Operating Advisor Fee shall be payable from funds on deposit in the Collection
Account as provided in Section 3.05(a)(ii).


 



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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), 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), 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 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 the 2 North 6th Street Whole Loan;
provided, further, that the Operating Advisor will 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 Cumulative Appraisal Reduction Amounts
to notionally reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable) requesting a
vote to replace the Operating Advisor with a replacement Operating Advisor selected by such Certificateholders (provided
that the proposed replacement Operating Advisor is an Eligible Operating Advisor) and (ii) payment by such requesting Holders
to the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate 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


 



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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 Cumulative Appraisal
Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Cumulative 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 Cumulative 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 shall, as soon as possible, 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 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 will 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 shall be deemed to have been granted if no
objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt of the request for
consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 



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(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, 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 has assumed the resigning Operating Advisor’s responsibilities and obligations.
If no successor Operating Advisor has accepted such an appointment within thirty (30) days after the notice of resignation, the
resigning Operating Advisor may petition any court of competent jurisdiction for the appointment of a successor that is an Eligible
Operating Advisor. 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 will have no liability to any Certificateholder for any
actions taken or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor will act solely as
a contracting party to the extent set forth in this Agreement, (iii) the Operating Advisor will have no (A) fiduciary duty,
or (B) other duty except with respect to its specific obligations under this Agreement, and will 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 may rely solely on its receipt from the Certificate Administrator of notice thereof pursuant
to Section 3.23(m), and, with respect to any obligations of the Operating Advisor that are performed only during an
Operating Advisor Consultation Event, the Operating Advisor will have no obligation to perform any such duties until the receipt
of such notice.


 


(q)          
The Operating Advisor may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this 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 of their respective Affiliates in connection with due diligence or other services
with respect to any Mortgage Loan prior to the Closing Date.


 



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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 may 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 is not
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, 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. If a Companion
Holder transfers a Companion Loan without notice to the Companion Paying Agent, the Companion Paying Agent will have no liability
for any misdirected payment in such Companion Loan and will have no obligation to recover and redirect such payment.


 


The Companion Paying
Agent shall promptly provide the name and address of the Companion Holder to any party hereto or any successor Companion Holder
upon written request


 



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and any such Person may, without further investigation, conclusively rely upon such information. The Companion
Paying Agent will 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, 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


 



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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 (x) and (xii)
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.
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 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


 



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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 will 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 prohibits 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).


 


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 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


 



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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 Retaining Sponsor 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 Trust 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 Trust.


 


Section 3.33        Litigation Control.


 


(a)           With respect to any Serviced Mortgage Loan (other than 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 Mortgagor, guarantor, other obligor on the related Mortgage Note or any
Affiliates thereof (each a “Borrower-Related Party”) against the Trust (including, without limitation, any action
in which both the Trust and the Master Servicer are named) and/or the Special Servicer or any predecessor master servicer or special
servicer, and represent the interests of the Trust in any litigation relating to the rights and obligations (or the enforcement
of obligations) of the Trust, or of the Mortgagor or other Borrower-Related Party under the related Mortgage Loan documents, or
with respect to the related Mortgaged Property or other collateral securing such Mortgage Loan (or related Whole Loan), or otherwise
with respect to the enforcement of the obligations of a Borrower-Related Party under the related Mortgage Loan documents (“Trust-Related
Litigation”). In the event that the Master Servicer is named in any Trust-Related Litigation but the Special Servicer
is not named in such Trust-Related Litigation (regardless of whether the Trust is named in such Trust-Related Litigation), the
Master Servicer shall notify the Special Servicer of such litigation as soon as reasonably practicable but in any event no later
than within ten (10) Business Days of the Master Servicer receiving service of such Trust-Related Litigation.


 


(b)          
With respect to any Non-Specially Serviced Loan and to the extent the Master Servicer is named in the Trust-Related Litigation,
and neither the Trust nor the Special Servicer is named, in order to effectuate the role of the Special Servicer as contemplated
by Section 3.33(a) above, 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 Trust-Related Litigation; (ii) use reasonable efforts
to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master Servicer
remains a party to 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 Trust-


 



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Related Litigation, including but not limited
to the selection of counsel. If and/or when the Trust and/or the Special Servicer are named, the Special Servicer shall assume
control of the Trust-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
Trust-Related Litigation or (ii) initiate any material Trust-Related Litigation unless and until (A) it has notified in writing
the Directing Holder (prior to a Control Termination Event and other than with respect to an Excluded Loan) (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) (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 (prior to a Control Termination
Event and other than with respect to an Excluded Loan) 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 any related Serviced Companion
Loan holders, 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 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 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 Trust Related Litigation, the Master 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


 



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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 or the Special Servicer to take or fail to
take any action which, in the Master Servicer’s or Special Servicer’s reasonable judgment, may (i) cause any Trust
REMIC to fail to qualify as a REMIC for federal income tax purposes, result in the imposition of “prohibited transaction”
or “prohibited contribution” tax under the Code, or otherwise result in a violation of the REMIC Provisions, (ii) cause
the Master Servicer or the Special Servicer to violate the Servicing Standard, (iii) result in a violation of applicable law or
the Mortgage Loan documents or (iv) subject the Master Servicer or the Special Servicer to liability or materially expand the scope
of the Master Servicer’s or Special 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 Trust-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 Trust-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 Trust are named in Trust-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, and to the extent, that the Special Servicer authorizes the Master
Servicer, and the Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control
certain Trust-Related Litigation on behalf of the Trust in accordance with the Servicing Standard.


 


(j)           
Notwithstanding the foregoing, and subject to the requirements of the final sentence in Section 3.01(b) and subject
to the power of attorney (i) in the event that any action, suit, litigation or proceeding names the Certificate Administrator,
the Trustee or the Custodian, as applicable, in its individual capacity, or in the event that any judgment is rendered against
the


 



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Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator,
the Trustee or the Custodian, as applicable, upon prior written notice to the Master Servicer or the Special Servicer, as applicable,
may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not
to otherwise direct, manage or prosecute such litigation or claim); (ii) in the event of any action, suit, litigation or proceeding,
other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor, guarantor or
other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties,
neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator,
the Trustee or the Custodian, as applicable, (A) initiate an action, suit, litigation or proceeding in the name of the Certificate
Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent
the Certificate Administrator, the Trustee or the Custodian, 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 or the Custodian, as applicable,
to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be
responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable,
to grant such consent); and (iii) in the event that any court finds that the Certificate Administrator, the Trustee or the Custodian,
as applicable, is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement
or any Mortgage Loan, the Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain
counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as the Certificate
Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such
litigation or claim); provided that nothing in this subsection shall be interpreted to preclude the Special Servicer (with
respect to any material Trust-Related Litigation, with the consent or consultation of the Directing Holder (prior to a Control
Termination Event or Consultation Termination Event, respectively, and other than with respect to an Excluded Loan), to the extent
required in Section 3.33(c)) from initiating any action, suit, litigation or proceeding in its name as representative of
the Trustee of the Trust. References to Mortgage Loans (including references to Mortgagors, guarantors, obligors and Mortgaged
Properties) in this Section 3.33 shall mean Serviced Mortgage Loans.


 


(k)           Notwithstanding the foregoing or anything to the contrary in this Section 3.33, this Section 3.33 shall not
apply to any Trust-Related Litigation and shall have no force and effect with respect thereto, in the event that either (i) at
the time such Trust-Related Litigation is commenced or at any time during the continuance of such Trust-Related Litigation, Midland
Loan Services, a Division of PNC Bank, National Association is no longer the Special Servicer with respect to the related Mortgage
Loan or related Whole Loan or has received notice of its replacement as Special Servicer with respect to the related Mortgage Loan
or related Whole Loan whether or not such replacement is effective or (ii) the Depositor, any Sponsor, any Mortgage Loan Seller,
any Initial Purchaser, any Underwriter, or any of their respective affiliates is an adverse party (with respect to the Trust, the
Master Servicer or the Special Servicer) in such Trust-Related Litigation or holds any interest which is adverse to the Trust,
the Master Servicer


 



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or the Special Servicer, unless otherwise agreed to in writing by each of the Master Servicer and/or the Special
Servicer, as applicable, and the Depositor, Sponsor, Mortgage Loan Seller, Initial Purchaser, Underwriter, or affiliate that is
such a party or holds such interest. In each case under clauses (k)(i) and (ii) above, the applicable party listed
above shall use reasonable efforts to provide notice of such occurrence to the Master Servicer and/or the Special Servicer, as
applicable, pursuant to this Agreement. For the avoidance of doubt, the rights and obligations of the Master Servicer and the Special
Servicer relating to any Trust-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-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 and the Class A-SB Certificates in reduction of the Certificate Balances thereof: (I) prior
to the Cross-Over Date (1) first, to the Holders of the Class A-SB Certificates, in an amount up to the Principal Distribution
Amount, until the outstanding Certificate Balance of the Class A-SB Certificates has been reduced to the Class A-SB Planned
Principal Balance for such Distribution Date; (2) second, to the Holders of the Class A-1 Certificates, in an
amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclause
(1) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-1 Certificates
has been reduced to zero; (3) third, to the Holders of the Class A-2 Certificates in an amount up to the Principal
Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses (1) and (2)
above have been made on such Distribution Date), until


 



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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-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), and (5) 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 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 and Class A-SB Certificates is reduced to
zero;


 


(iii)         
third, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-4 Certificates 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 until the date such Realized Loss is reimbursed;


 


(iv)          
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;


 


(v)           
fifth, after the Certificate Balances of the Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates, the Class A-4 Certificates and Class A-SB Certificates have been reduced to zero, to the Holders of the
Class A-S Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class A-1, Class A-2, Class A-3,
Class A-4 and Class A-SB Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class A-S
Certificates has been reduced to zero;


 


(vi)         
sixth, to the Holders of the Class A-S Certificates, 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 until the date such Realized Loss is reimbursed;


 



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(vii)         
seventh, to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(viii)       
eighth, after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders
of the Class B Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class B Certificates has been reduced to zero;


 


(ix)          
ninth, to the Holders of the Class B Certificates, 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 until the date such Realized Loss is reimbursed;


 


(x)           
tenth, to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xi)         
eleventh, after the Certificate Balances of the Class A Certificates and the Class B Certificates have
been reduced to zero, to the Holders of the Class C Certificates, in reduction of the Certificate Balance thereof, up to an
amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A
Certificates and Class B Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class C
Certificates has been reduced to zero;


 


(xii)          twelfth, to the Holders of the Class C Certificates, 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 until the date such Realized Loss is reimbursed;


 


(xiii)        
thirteenth, to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xiv)        
fourteenth, after the Certificate Balances of the Class A Certificates, Class B Certificates and the Class C
Certificates have been reduced to zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance
thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in
respect of the Class A Certificates, Class B Certificates and Class C Certificates on such Distribution Date), until
the outstanding Certificate Balance of the Class D Certificates has been reduced to zero;


 


(xv)          
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,


 



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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 until the date such Realized Loss is reimbursed;


 


(xvi)        
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;


 


(xvii)        seventeenth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C
Certificates and Class D Certificates have been reduced to zero, to the Holders of the Class E-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;


 


(xviii)      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 until the date such Realized Loss is reimbursed;


 


(xix)          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;


 


(xx)         
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;


 


(xxi)        
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, 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 until the date such Realized Loss is reimbursed;


 


(xxii)        
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;


 


(xxiii)      
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-


 



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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;


 


(xxiv)      
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 until the date such Realized Loss is reimbursed;


 


(xxv)       
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;


 


(xxvi)      
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;


 


(xxvii)     
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 until the date such Realized Loss is reimbursed; and


 


(xxviii)    
Twenty-eighth, to the Class R Certificates (in respect of the Class UR Interest), any amounts remaining
in the Upper-Tier REMIC Distribution Account.


 


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.


 



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(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-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 Section 4.04(b) and Section 4.04(c).
The initial principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal Amount.
The pass-through rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth in the Preliminary
Statement hereto.


 


Any amount that remains
in the Lower-Tier REMIC Distribution Account on each Distribution Date, after distribution of the Lower-Tier Distribution Amount
and distribution of Yield Maintenance Charges pursuant to Section 4.01(e), 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 Mortgage 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


 



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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-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 Certificates 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-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 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.


 



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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 Mortgage 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 Mortgage 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 Mortgage 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), 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 or Class R 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-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 Holders of the Class X-D Certificates.


 


(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.


 



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(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 Section 4.01(i), Section 4.01(j) and Section 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 has 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 will have any responsibility therefor except as otherwise provided by this Agreement or applicable
law.


 


(h)           Except as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final
distribution with respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount
of Realized Losses previously allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate
Administrator shall, no later than the related P&I Advance Determination Date, post on the Certificate Administrator’s
Website pursuant to Section 3.13(b) a notice in electronic format to the effect that:


 


(i)            
the Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made
on such Distribution Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar
or such other location therein specified; and


 


(ii)           
no interest shall accrue on such Certificates from and after such Distribution Date.


 


Any funds not distributed to any Holder
or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or


 



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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.


 


(j)           
[Reserved].


 


(k)          
On the Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall
make withdrawals and payments from the Companion Distribution Account for each 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,


 



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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 (5) 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
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;


 



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(iv)         
the aggregate Stated Principal Balance of the Mortgage Loans and any REO Mortgage 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 90-119 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;


 


(xi)          
the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates allocable to
Yield Maintenance Charges;


 


(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 R Certificates) immediately following
such Distribution Date;


 



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(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(f);


 


(xxiii)      
the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of
previously allocated Realized Losses;


 


(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


 



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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 Mortgage 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;


 


(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)    
[Reserved].


 


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxv),
(xxvi) and (xxxiv) above, the amounts must 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


 



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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 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, is not
liable for dissemination of this information in accordance with this Agreement, and neither the Master Servicer nor the Special
Servicer will 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 may 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 is obligated to recompute, verify or recalculate the information provided
thereto by the Master Servicer. Unless the Certificate Administrator has actual


 



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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 the Certificate Administrator will 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


 



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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 may 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 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 has 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


 



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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 Mortgage 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 Mortgage 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 Mortgage
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 Mortgage 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 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


 



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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 is not required to make any additional P&I Advances with respect to the related Non-Serviced Mortgage Loan unless
and until the Master Servicer or the Trustee, as the case may be, determines that any such additional P&I Advances with respect
to the related Non-Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result
of consultation with the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be,
or otherwise.


 


(d)          
In connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a),
the Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any
amounts then on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder
(unless related thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest
at the Reimbursement Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but
not including the date of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) made
with respect to a Mortgage Loan until after the related Due Date has passed and any applicable Grace Period has expired or (ii) if
the related Periodic Payment is received after the Determination Date but on or prior to the related P&I Advance Date. The
Master Servicer shall reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject to
Section 3.17, as soon as practicably possible after funds available for such purpose are deposited in the Collection
Account.


 


(e)          
Notwithstanding the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Yield Maintenance
Charges, Default Interest, late payment charges, Balloon Payment or any P&I Advance with respect to any Companion Loan and
(ii) if an Appraisal Reduction Amount has been determined to exist with respect to any Mortgage Loan (or, in the case of a
Non-Serviced Whole Loan, an “appraisal reduction amount” (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.


 



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Section 4.04       
Allocation of Realized Losses. (a)  On each Distribution Date, immediately following the distributions
to be made on such date pursuant to Section 4.01, the Certificate Administrator shall calculate the amount, if any,
by which (i) the aggregate Stated Principal Balance (for purposes of this 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 Mortgage Loans 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 do not constitute distributions of principal for
any purpose and do not result in an additional reduction in the Certificate Balance of the applicable Certificate in respect of
which any such reimbursement is made. With respect to any Certificate (other than any Class X Certificate), to the extent
any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the Mortgage Loans and previously
resulted in a reduction of the Principal Distribution Amount are subsequently recovered on the related Mortgage Loan, the amount
of such recovery will be added to the Certificate Balance of the Class or Classes of Principal Balance Certificates that previously
were allocated Realized Losses and in the case of Realized Losses, in sequential order according to the priority of payments for
such Class of Certificates (other than the Class X Certificates) (and in the case of the Class A-1, Class A-2, Class A-3,
Class A-4 and Class A-SB Certificates, on a pro rata basis according to the amount of unreimbursed Realized Losses
on such Classes), in each case up to the amount of the unreimbursed Realized Losses allocated to such Class of Principal Balance
Certificates.


 


(b)          
(i)  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 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


 



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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 and Cumulative 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
and Class A-4 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 the Master Servicer obtaining knowledge or receiving notice that a Non-Serviced Mortgage
Loan has become an AB Modified Loan, the Master Servicer shall (i) promptly request from the related Non-Serviced Master Servicer,
Non-Serviced Special Servicer and Non-Serviced Trustee the most recent appraisal with respect to such AB Modified Loan, in addition
to all other information reasonably required by the Master Servicer to calculate whether a Collateral Deficiency Amount exists
with respect to such AB Modified Loan, and (ii) as of the first Determination Date following receipt by the Master Servicer
of the appraisal and any other information set forth in the immediately preceding clause (i) that the Master Servicer
reasonably expects to receive, calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking
into account the most recent appraisal obtained by the Non-Serviced Special Servicer with respect to such Non-Serviced Mortgage
Loan, and all other information relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of
notice by any other party to this Agreement that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such party shall
promptly notify the Master Servicer thereof. None of the Master Servicer (with respect to Mortgage Loans other than any Non-Serviced
Mortgage Loan), the Special Servicer (with respect to Non-Serviced Mortgage Loans), the Trustee nor 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


 



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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 or
the Special Servicer, in each case with respect to amounts required to be calculated by such party, shall promptly notify the Master
Servicer or Special Servicer, as applicable, and 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 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 cause such second Appraisal to be (i) delivered within thirty (30) days from receipt of
the Requesting Holders’ written request and (ii) 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).


 



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(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 (other than a Non-Serviced 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 is not required to
obtain such appraisal if it determines in 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


 



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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 Excluded Loan) 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)) 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 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 is not 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 is not 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


 



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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 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(s) (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       
[Reserved].


 


Section 4.07       
Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a)  The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor
Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders
and beneficial owners of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator
relating to the Distribution Date Statement, (B) the Master Servicer or the Special Servicer, as applicable, relating to the
reports being made available pursuant to


 



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Section 3.13(b), the Mortgage Loans (excluding any Non-Serviced Mortgage Loan)
or the related Mortgaged Properties or (C) the Operating Advisor relating to the Operating Advisor Annual Report or other
reports prepared by the Operating Advisor or actions by the Special Servicer referenced in any Operating Advisor Annual Report
(each an “Inquiry” and collectively, “Inquiries”), and (ii) Privileged Persons may view
Inquiries that have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for the
Master Servicer, the Special Servicer, Certificate Administrator or the Operating Advisor, as applicable, and in the case of any
Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer or related Non-Serviced Special Servicer,
as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate person (in the case of the Master Servicer
to the following: 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 is not 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 is not 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


 



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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 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 will have any responsibility or liability for the content of any such information. The Certificate
Administrator is not 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 is not 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 is not 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


 



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relating to any
Distribution Date Statements, or submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the
reports prepared by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating
Agency Inquiries that have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may
use the forum to submit requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer
for loan-level reports and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special
Servicer, the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the case of the
Master Servicer to the following: 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 is not required
to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information Provider by email of such determination. The
17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry with the reason it was not answered to the
Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider will not be liable for the failure by any
other such Person to so answer. Questions posted on the Rating Agency Q&A Forum and Document Request Tool shall not be attributed
to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and Document Request Tool will be attributable only
to the respondent, and shall not be deemed to be answers from any other person. None of the Underwriters, the Depositor, or any
of their respective Affiliates will certify to any of the information posted in the Rating Agency Q&A Forum and Document Request
Tool and no such party will have any responsibility or liability for the content of any such information. The 17g-5 Information
Provider is not 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.


 



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Section 4.08       
Secure Data Room. (a) The Certificate Administrator shall create a Secure Data Room within 120 days following the
Closing Date. The Depositor shall upon the receipt of each Mortgage Loan Seller’s Diligence File Certificate, deliver to
the Certificate Administrator within 120 days following the Closing Date, an electronic copy of the Diligence Files for the Mortgage
Loans that have been uploaded by the Mortgage Loan Sellers to the Designated Site. Upon receipt thereof, the Certificate Administrator
shall promptly upload the contents of each Diligence File actually received by it to the Secure Data Room. Access to the Secure
Data Room shall be granted by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) provided
that the Certificate Administrator has received the Diligence File Certificate from each Mortgage Loan Seller pursuant to Section 2.01(h),
any other Person at the direction of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt
by the Certificate Administrator of a certification substantially in the form of Exhibit RR (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 will 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 is not 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


 



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Loan from the Secure Data Room; provided
that absent such direction, the Certificate Administrator is not required 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 is the Certificate Administrator obligated to reproduce
or retrieve such deleted files.


 


[End of ARTICLE IV]


 


Article V



THE CERTIFICATES


 


Section 5.01       
The Certificates. (a)  The Certificates will be substantially in the respective forms of Exhibits A-1
through and including A-17, 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 and Class X-B
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 Class X-D Certificates will be issuable only in minimum Denominations
of authorized initial Notional Amount of not less than $250,000 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 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.


 


(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 is not 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.


 



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(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 Certificates. 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 of the Risk Retention Certificates, the Retaining Sponsor and the Depositor, 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 will 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 WW
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 may 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 will 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 VV to this Agreement evidencing its receipt of the HRR Certificates and to the Depositor.


 



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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.


 


(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 of Exhibit D-5 and (ii) an executed
written request for the Retaining Sponsor’s consent to such release substantially in the form of 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 will 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 Grass River REIT) 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


 



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beneficial
interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests
unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly
withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S
Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar,
as custodian for the Depository, as hereinafter provided.


 


On the Closing Date,
the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall
deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar
for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National Association is hereby
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 and the Class R 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 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


 



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in
connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates
of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued
to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events
described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form
of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from
the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the
form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate,
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.


 


(e)          
[Reserved].


 


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.


 



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(c)          
Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial
interest in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository
wishes at any time during the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest
in the Temporary Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A
Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in the Temporary Regulation S
Book-Entry Certificate of the same Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause
the exchange of such interest for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07, 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 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
given


 



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by the holder of such beneficial interest stating (A) that the transfer of such interest has been made in compliance
with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S,
or (B) that the transferee is otherwise entitled to hold its interest in the applicable Certificates in the form of an interest
in the Regulation S Book-Entry Certificate, without any registration of such Certificates under the Act (in which case such
certificate shall enclose an Opinion of Counsel to such effect and such other documents as the Certificate Registrar may reasonably
require), then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance
of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Regulation S
Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate
to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest
in the Regulation S Book-Entry Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry
Certificate, and to debit, or cause to be debited, from the account of the 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 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
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


 



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Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to increase, or cause to be increased,
the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest
in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, and the
Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited, to the
account of the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate equal
to the reduction in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate and to debit, or cause to be debited, from the account of the Person making such transfer the beneficial interest in
the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)           
Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary
Regulation S Book-Entry Certificate as to 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 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 or (b) 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


 



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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
(if the applicable Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N
(if the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit O
(if the applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate), then the Certificate Registrar, as registrar,
shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable, execute, authenticate
and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained
by such transferor and shall instruct the Depository to increase, or cause to be increased, such Book-Entry Certificate by the
aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited,
to the account of the Person specified in such instructions a beneficial interest in the applicable Book-Entry Certificate equal
to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction of the Depositor
(which may be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall execute any instrument
as may be reasonably required by the Depository to effect such exchange.


 


(h)          
Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and
when permitted by Section 5.02(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 of 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 of Exhibit D-6, which such certification must be countersigned by the Retaining Sponsor and
the Depositor (who shall sign promptly upon request of 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 


 



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in the form of Exhibit UU. 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 of 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 of Exhibit D-6, which such certification must be countersigned by the Retaining
Sponsor and the Depositor (who shall sign promptly upon request of the Retaining Sponsor). Any attempted or purported transfer
in violation of this Section 5.03(i) 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.


 


(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 has
received a representation letter from the proposed purchaser or transferee of such Certificate substantially in the form of Exhibit F-1,
to the effect that such proposed purchaser or transferee is not and will not become (A) an employee benefit plan or other
plan subject to the fiduciary responsibility provisions or prohibited transaction provisions of ERISA or to Section 4975 of
the Code, or a governmental plan (as defined in Section 3(32) of ERISA) or other plan subject to any federal,


 



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state or local
law (“Similar Law”) which is, to a material extent, similar to Section 406 of ERISA of ERISA or Section 4975
of the Code (each, a “Plan”) or (B) a person acting on behalf of or using the assets of any such Plan (within
the meaning of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA), other (1) 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 (2) a Plan subject to Similar Law, where the purchase, holding
and disposition of such Certificates will not result in a non-exempt violation of Similar Law). Any transfer, sale, pledge or other
disposition of any ERISA Restricted Certificates that would constitute or result in a prohibited transaction under ERISA or Section 4975
of the Code, or a non-exempt violation of 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”) or is acting on behalf of or using the assets of an ERISA Plan, shall be deemed to have represented and warranted
that (i) none of the Depositor, the Sponsors, the Underwriters, the Initial Purchasers, the Trustee, the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator, the Asset Representations Reviewer or any of their respective affiliated
entities, has provided any investment advice within the meaning of Section 3(21) of ERISA (and applicable regulations) to the ERISA
Plan or the fiduciary making the investment decision for the ERISA Plan in connection with the ERISA Plan’s acquisition of
Certificates, and (ii) the ERISA Plan fiduciary making the decision to acquire the Certificates is exercising its own independent
judgment in evaluating the investment in the Certificates.


 


(o)          
No Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will
be a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying assets
include Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA) to purchase such Class R Certificate. Each prospective transferee of a Class R
Certificate shall deliver to the transferor and the Certificate Administrator a representation letter, substantially in the form
of Exhibit F-2, stating that the prospective transferee is not a Plan or a person acting on behalf of or using the
assets of a Plan. Any attempted or purported transfer in violation of these transfer restrictions shall be null and void ab
initio and shall vest no rights in any purported transferee and shall not relieve the transferor of any obligations with respect
to the applicable Certificates.


 


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


 



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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.


 


(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 is not 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


 



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(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 of 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 of 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 is not required for
such withholding, and the Certificateholders shall be required to provide the Certificate Administrator with such forms and other
such information reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any amount
from interest or original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal withholding
requirements, the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be deemed to
have been distributed to such Persons for all purposes of this Agreement.


 


(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


 



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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.


 


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


 



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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 will not be held accountable by reason of the disclosure of any such information as to the list of the Certificateholders
hereunder, regardless of the source from which information was derived. The Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to a list of the names and addresses of
Certificateholders from time to time upon request therefor.


 


The Certificate Administrator
shall include in any Form 10-D any written request received in accordance with Section 11.04(a) prior to the Distribution
Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution Date) from a Certificateholder
or Certificate Owner to communicate with other Certificateholders or Certificate Owners related to Certificateholders or Certificate
Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing such disclosure (a “Special
Notice”) regarding the request to communicate shall include the following and no more than the following: (a) the name
of the Certificateholder or Certificate Owner making the request, (b) the date the request was received, (c) a statement to the
effect that the Certificate Administrator has


 



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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, 2019-C15, 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, a successor certificate administrator shall be appointed in accordance with the procedures set forth in Section 8.07,
which must satisfy the eligibility requirements set forth in Section 8.06.


 


(b)         
The Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed
or presented by the proper party or parties.


 


(c)          
The Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses
of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the
advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in


 



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respect of any action
taken or suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)          
The Certificate Administrator is not 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 is not responsible for any act or omission of the Trustee, the Master Servicer, the Special
Servicer or the Depositor.


 


Section 5.09       
[Reserved].


 


Section 5.10       
Voting Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator
shall administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders
by mail with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following
procedures, unless different procedures are otherwise described herein with respect to a specific vote:


 


(a)          
Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice
and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders
of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)          
In connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings
in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance or Notional Amount greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder
has cast its vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated
by the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may
not be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of
the Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking
into consideration the votes cast


 



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by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and
shall be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)          
The Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate
Administrator shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline.
Illegible or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall
not be counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results
of the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the
proposition and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate
Administrator shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds
with the date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent
manifest error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)          
Any and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall
be borne by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or
answer questions other than process-related questions regarding the administration of the vote.


 


(e)          
If any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration
of the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote
and the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


[End of ARTICLE V]


 


Article VI



THE DEPOSITOR, THE MASTER SERVICER, THE Special Servicer, the Operating Advisor, the asset representations reviewer and THE DIRECTING
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:


 



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(i)           
The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws
of the United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          
The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of
this Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets
or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Master
Servicer to perform its obligations under this Agreement or its financial condition;


 


(iii)         
The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it
contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed
and delivered this Agreement;


 


(iv)         
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


 


(v)          
The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform
its obligations under this Agreement or the financial condition of the Master Servicer;


 


(vi)         
No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer
which would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable
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;


 



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(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 national banking association, duly organized, validly existing and in good standing under the
laws of the United States of America, the Special Servicer is in compliance with the laws of each State in which any Mortgaged
Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          
The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms
of this Agreement by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Special
Servicer to perform its obligations under this Agreement or its financial condition;


 


(iii)         
The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it
contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed
and delivered this Agreement;


 


(iv)         
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and (B) general


 



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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 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


 



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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);


 


(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;


 



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(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 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


 



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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);


 


(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 of written notice or actual knowledge of any party to this Agreement (or upon written notice thereof
from any Certificateholder or any Companion Holder) of a breach of any of the representations and warranties set forth in this
Section 6.01 that materially and adversely affects the interests of any party to this Agreement or 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.


 



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Section 6.03       
Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer
or the Asset Representations Reviewer. (a)  Subject to subsection (b) below, the Depositor, the Master
Servicer, 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 Companion Loan Rating Agency Confirmations
are received with respect to any Serviced Companion Loan Securities; 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 Companion Loan Rating Agency Confirmation;
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


 



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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, has
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, has 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 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,


 



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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, or connected with 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 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
any related 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


 



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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 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


 



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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, 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


 



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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 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


 



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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 formed 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.


 


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 Companion Loan Rating Agency Confirmations with respect to
any Serviced Companion Loan Securities. 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, has 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 will become effective until the Certificate Administrator has 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. 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


 



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applicable, may appoint any successor master
servicer or special servicer with respect to this Section 6.05; provided that, such successor master servicer
or special servicer must 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 may the Master Servicer or the Special Servicer 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 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)  Subject to the rights of the Holder of any related Companion Loan, the Directing
Holder is entitled to advise the Special Servicer, in each case other than with respect to an Excluded Loan, with respect to (1)
all Specially Serviced Loans, (2) Major Decisions and Non-Major Decisions relating to Non-Specially Serviced Loans, and (3) all
Mortgage Loans for which an extension of maturity is being considered by the Special Servicer or by the Master Servicer (subject
to the consent or deemed consent of the Special Servicer).


 


Notwithstanding anything
herein to the contrary, except as set forth in, and in any event subject to Section 6.08(b) and the third and fourth
paragraphs of this Section 6.08(a), (i) the Master Servicer shall not take any action that constitutes a Major Decision
or Non-Major Decision, and, (ii) for so long as no Control Termination Event is continuing, the Special Servicer shall not take
any of the following actions (each a “Major Decision”) or an action that constitutes a Non-Major Decision (and
shall not consent to the Master Servicer’s taking any action constituting a Major Decision or a Non-Major Decision), other
than with respect to an Excluded Loan, as to which the Directing Holder has objected in writing within ten (10) 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


 



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written objection has not been received by the Special Servicer within
such ten (10) day (or twenty (20) day) period, then such Directing Holder shall 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, but excluding provisions governing the type, nature or amount of insurance
coverage required to be obtained and maintained by the related Mortgagor) of a Mortgage Loan or 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);


 


(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


 



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accordance with the specific terms of the related Mortgage Loan or Serviced Whole
Loan and for which there is no lender discretion;


 


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


 


(x)           
any determination of an Acceptable Insurance Default;


 


(xi)         
any modification, consent to a modification or waiver of any 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;


 


(xii)         
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;


 


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


 


(xiv)       
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) 20,000 square feet and (z) 20% 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;


 


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


 


(xvi)       
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);


 


(xvii)      
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


 



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


 


(xviii)     
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;


 


(xix)        
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;


 


(xx)         
approving any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of
credit other than customary insurance and tax releases and 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 funding or disbursement mutually agreed upon by the Master Servicer and the Special Servicer,
shall not constitute an Major Decision);


 


(xxi)         
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, Major 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;


 


(xxii)       
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


 



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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;


 


(xxiii)      
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


 


(xxiv)     
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 Special Servicer may mutually agree, as contemplated by Section 3.18(a), that
the Master Servicer will process and obtain the prior consent of the Special Servicer with respect to any Major Decision or Non-Major
Decision 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 ten (10) days (or twenty (20) days, in the case of an Acceptable Insurance Default) of
delivery to the Special Servicer of the Master Servicer’s written recommendation and analysis, and all information in the
Master Servicer’s possession that is 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 a Major
Decision); provided that, the Master Servicer shall, without the need for any such mutual agreement between the Master Servicer
and the Special Servicer, process any Major Decision described in subclauses (i) and (ii) of clause (xviii)
of this definition of “Major Decision” with respect to any Non-Specially Serviced Loan; 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 a Major Decision or Non-Major Decision, 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, or (ii) any matter requiring consultation with the Directing Holder 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


 



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Certificateholder for any Major
Decision or Non-Major Decision during a Control Termination Event. In addition, other than with respect to an Excluded Loan, if
no Control Termination Event 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.


 


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 or Non-Major Decision not relating to any Non-Serviced Mortgage Loan or Excluded Loan (and any other actions
which otherwise require consultation with the Directing Holder prior to a Consultation Termination Event hereunder) and consider
alternative actions recommended by the Directing Holder in respect thereof. If the Special Servicer receives no response from the
Directing Holder within 10 days following its written request for input on any required consultation, the Special Servicer is not
required 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 Holder 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 Holder or any advice from the Operating
Advisor or the Directing Holder 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
Holder, 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 Holder 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.


 



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The Directing Certificateholder
will have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for errors in judgment; provided, however, that the Directing Certificateholder shall not be protected against
any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct, bad
faith or negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless
disregard of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate, each
Certificateholder acknowledges and agrees that the Directing Certificateholder may take actions that favor the interests of one
or more Classes of Certificates including the Holders of the Controlling Class over other Classes of the Certificates, and
that the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of some Classes
of the Certificates, that the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class,
including the Holders of the Controlling Class, that the Directing Certificateholder does not have any duties or liability to the
Holders of any Class of Certificates other than the Controlling Class, that the Directing Certificateholder will not be liable
to any Certificateholder, by reason of its having acted solely in the interests of the Holders of the Controlling Class, and that
the Directing Certificateholder will have no liability whatsoever for having so acted, and no Certificateholder may take any action
whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so
acted.


 


Any Non-Serviced Whole
Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, will 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, will 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, will 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 will 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


 



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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 will have no direction,
consultation or consent rights hereunder and no right to receive any notices, reports or information (other than notices, reports
or information required to be delivered to all Certificateholders) or any other rights as Directing 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 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.


 


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 as to which it has delivered to the Operating Advisor a Major Decision Reporting
Package (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 is not required 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 Serviced Whole 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


 



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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 or
a Non-Major Decision, as applicable, if the Special Servicer 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 the Servicing Standard, 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 6.08, if the Special Servicer reasonably determines in accordance with the Servicing
Standard 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 will have no consultation or consent rights hereunder and will 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 shall not be deemed to be imputed with knowledge of
(a) Wells Fargo Bank, National Association, acting in a capacity that is unrelated to the transactions contemplated by this
Agreement, or (b) Wells Fargo Bank, National Association, acting in any other capacity hereunder, except, in the case of either
clause (a) or clause (b), where some or all of the obligations performed in such capacities are performed
by one or more employees within the same group or division of Wells Fargo Bank, National Association, or where the groups or divisions
responsible for performing the obligations in such capacities have one or more of the same Responsible Officers or Servicing Officers,
as applicable; provided that the knowledge of employees performing special servicing functions shall not be imputed to employees
performing master servicing functions and vice versa.


 


[End of ARTICLE VI]


 


Article VII



SERVICER TERMINATION EVENTS


 


Section 7.01       
Servicer Termination Events; Master Servicer and Special Servicer Termination. (a)  “Servicer
Termination Event,” wherever used herein, means any one of the following events:


 



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(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;


 


(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;


 


(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;


 


(iv)          
any breach on the part of the Master Servicer or the Special Servicer of any representation or warranty in Section 6.01(a)
or 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, has been given to the Master
Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator or the Trustee, or to the
Master Servicer, the Special Servicer, the Depositor, the Certificate


 






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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;


 


(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, is entered against the Master Servicer or the
Special Servicer and such decree or order remains in force undischarged, undismissed or unstayed for a period of sixty (60) days;


 


(vi)          
the Master Servicer or the Special Servicer consents 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;


 


(vii)          
the Master Servicer or the Special Servicer admits 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;


 


(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 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;


 


(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 sixty (60)
days of the delisting; or


 






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(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”) is 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 no Control Termination Event is 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 (5) 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


 






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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 Servicer will 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 6.05 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. Any appointment of a master servicer in accordance with this paragraph shall be subject to the
receipt of Rating Agency Confirmation and Companion Loan Rating Agency Confirmations with respect to any Serviced Companion Loan
Securities.


 


Notwithstanding Section 7.01(b),
if any Servicer Termination Event on the part of the Special Servicer is continuing that (a) affects a Serviced Pari Passu Companion
Loan, any related Serviced Pari Passu Companion Loan Holder or the rating on any class of Serviced Companion Loan Securities and
the Special Servicer is not otherwise terminated or (b) affects only a Serviced Pari Passu Companion Loan, any related Serviced
Pari Passu Companion Loan Holder or the rating on any class of Serviced Companion Loan Securities, the Holder of such Serviced
Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement, as applicable,
to the extent permitted under the applicable Intercreditor Agreement, may 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 Companion Loan Rating Agency Confirmations with respect to any
Serviced Companion Loan Securities.


 


(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


 






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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
may 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 Directing Holder’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 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 Companion Loan Rating Agency
Confirmations with respect to any Serviced Companion Loan Securities and (iii) no replacement of the Special Servicer shall
be effective until the Certificate Administrator has 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.


 


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 Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances
pursuant to Section 4.05) 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 and Companion Loan Rating Agency Confirmations
with respect to any Serviced Companion Loan Securities (which Rating Agency Confirmation and Companion Loan Rating Agency Confirmations
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


 






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notices
are posted thereon. Notwithstanding the foregoing, the Certificateholders’ direction to replace the Special Servicer will
not apply to the 2 North 6th Place Whole Loan. With respect to the 2 North 6th Place Whole Loan, prior to the Servicing Shift
Securitization Date, the related Directing Holder will have the right to replace the Special Servicer solely with respect to such
Whole Loan or, after the Servicing Shift Securitization Date, the related Non-Serviced Special Servicer.


 


The parties hereto acknowledge
that, notwithstanding anything to the contrary contained in this Section 7.01(d), in accordance with the related Intercreditor
Agreement, if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA remains unremedied
and affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer has not otherwise
been terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee (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 (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 shall not 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, for 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


 






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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 and Companion Loan Rating Agency Confirmations (with respect to each class
of Serviced Companion Loan Securities) 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 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 will have no obligation to remove the Special
Servicer. Prior to the appointment of any replacement special servicer, such replacement special servicer has 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 Serviced Companion Loan Securities, and
if the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the


 






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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 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 conditions 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


 






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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 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 the 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, is not 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 and 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,


 






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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) 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 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 Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities, (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 has 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 ninety (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 will 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


  



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Servicer pursuant to this Agreement, the Trustee
shall not have any liability for such expenses pursuant to this paragraph.


 


Section 7.03     
Notification to Certificateholders. (a)  Upon any resignation
of the Master Servicer or the Special Servicer pursuant to Section 6.05, any termination of the Master Servicer or
the Special Servicer pursuant to Section 7.01 or any appointment of a successor to the Master Servicer or the Special
Servicer pursuant to Section 7.02, the Certificate Administrator shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register.


 


(b)          
Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice
or lapse of time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator
would be deemed to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate
Administrator shall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the
related Serviced Companion Noteholder) notice of such occurrence, unless such default has 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 (x) 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)(i)
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


 






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City
time, on the related Distribution Date with respect to P&I Advances pursuant to the Certificate Administrator’s notice
of failure pursuant to Section 4.03(a) unless such failure has been cured. With respect to any such Advance made by
the Trustee, the Trustee shall succeed to all of the Master Servicer’s rights with respect to Advances hereunder, including,
without limitation, the Master Servicer’s rights of reimbursement and interest on each Advance at the Reimbursement Rate,
and rights to determine that a proposed Advance is a Nonrecoverable P&I Advance or Servicing Advance, as the case may be,
(without regard to any impairment of any such rights of reimbursement caused by such Master Servicer’s default in its obligations
hereunder); provided, however, that if Advances made by the Trustee and the Master Servicer shall at any time be
outstanding, or any interest on any Advance shall be accrued and unpaid, all amounts available to repay such Advances and the
interest thereon hereunder shall be applied entirely to the Advances outstanding to the Trustee, until such Advances have been
repaid in full, together with all interest accrued thereon, prior to reimbursement of the Master Servicer for such Advances. The
Trustee may 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 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 is not 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.


 






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(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 will 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, will 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;


 






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(ii)        
The Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance therewith;


 


(iii)         
Neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers
vested in it by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct
or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders 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 has 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


 






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shall
not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further,
that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person
that is a Prohibited Party;


 


(vii)        For all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be deemed to have actual
knowledge or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure or
breach of any Person upon the occurrence of which the Trustee or the Certificate Administrator may be required to act unless a
Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written
notice of any event, act, failure or breach, as applicable, which is in fact such a default is received by the Trustee or the Certificate
Administrator at the respective Corporate Trust Office, and such notice references the Certificates or this Agreement;


 


(viii)       Neither the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer
or the Special Servicer (unless the Trustee is acting as the 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 the 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


  



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Agent
set forth on any outstanding Certificate, shall be taken as the statements of the Depositor, the Master Servicer or the Special
Servicer, as the case may be, and the Trustee or the Certificate Administrator assume no responsibility for their correctness.
Neither the Trustee nor the Certificate Administrator makes any representations as to the validity or sufficiency of this Agreement
(other than as to this Agreement being a valid obligation of the Trustee and the Certificate Administrator) or of any Certificate
(other than as to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon) or of any Mortgage
Loan or related document. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application
by the Depositor of any of the Certificates issued to it or of the proceeds of such Certificates, or for the use or application
of any funds paid to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any funds deposited in
or withdrawn from the Collection Account or any other account by or on behalf of the Depositor, the Master Servicer, the Special
Servicer or in the case of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator are not 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 Mortgage 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 related Companion Loan.


 






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(b)          
The Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity)
and any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or the Lower-Tier
REMIC Distribution Account, as applicable, from time to time) against any loss, liability, damages, claims or unanticipated 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), 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.


 






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Section 8.06     
Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator
hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national
banking association or a trust company, organized and doing business under the laws of any state or the United States of America,
authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a
combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and
in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period
when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant
to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution
whose long-term senior unsecured debt is rated at least “A2” by Moody’s, “A-” by Fitch and,
if rated by DBRS, “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 “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 in which the Trustee’s office is located is in a state or local jurisdiction that imposes
a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the
Certificate Administrator or the Trustee, as applicable, shall elect either to (i) resign immediately in the manner and with
the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the
Trust REMICs from a state and local jurisdiction that does not impose such a tax.


 


Section 8.07     
Resignation and Removal of the Trustee and Certificate Administrator. (a)  The
Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving written
notice thereof to the Depositor, the Master Servicer, the Special Servicer and the Trustee or the Certificate Administrator, as
applicable, the Operating Advisor, the Asset Representations Reviewer, 17g-5 Information Provider and to all Certificateholders.
The Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b)
and provide notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information
Provider, which shall promptly post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).
Upon receiving such notice of resignation, the Depositor shall


 






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use
its reasonable best efforts to promptly appoint a successor trustee or successor certificate administrator acceptable to the Master
Servicer and, if no Control Termination Event is continuing, the Directing Certificateholder by written instrument, in duplicate,
which instrument shall be delivered to the resigning Trustee or Certificate Administrator and to the successor trustee or certificate
administrator. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer, the Certificateholders
and the Trustee or Certificate Administrator, as applicable, by the Depositor. The resigning Trustee or Certificate Administrator,
as the case may be, shall pay all costs and expenses associated with the transfer of its duties. If no successor trustee or certificate
administrator has been so appointed and 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 has been
so appointed and 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


 






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authorized,
one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate
Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the
Depositor, the Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such termination
without cause pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable,
shall be responsible for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)          
Any resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate
administrator pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance
of appointment by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the
Certificate Administrator has 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. 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 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-C15 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


 






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endorsed
(without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered
Holders of CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-C15 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


 






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applicable,
such successor trustee or successor certificate administrator shall cause such notice to be delivered at the expense of the Master
Servicer.


 


Section 8.09     
Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate
Administrator may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion
or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially
all of the corporate trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the
Certificate Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such successor person shall
be eligible under the provisions of Section 8.06, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator shall post
such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide notice
of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post
such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section 8.10     
Appointment of Co-Trustee or Separate Trustee. (a)  Notwithstanding any other provisions hereof, at
any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property
securing the same may at the time be located, the Master Servicer and the Trustee acting jointly will 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 is continuing, the Trustee alone will have the power to make
such appointment. No co-trustee or separate trustee hereunder will be required to meet the terms of eligibility as a successor
trustee under Section 8.06 and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) will be required under Section 8.08. All co-trustee fees will 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.


 






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(c)           
Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate
trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee
shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to,
the Trustee. Every such instrument shall be filed with the Trustee.


 


(d)          
Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact,
with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement
on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed,
all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted
by law, without the appointment of a new or successor trustee.


 


(e)           
The appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee
of its duties and responsibilities hereunder.


 


Section 8.11     
Appointment of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion
of the Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall
have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it
holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the
Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator.
Upon termination or resignation of the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing
requirements. The 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


 






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violate
the Trustee’s charter and by-laws or constitute a default (or an event which, with notice or lapse of time, or both,
would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party
or which is applicable to it or any of its assets;


 


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


 


(iv)          This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)           The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations
under this Agreement;


 


(vi)          No litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit
the Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially
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


  



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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, will have no liability for notices not sent to the correct Serviced Companion Noteholders or
any obligation to determine the identity and/or contact information of the Serviced Companion Noteholders to the extent updated
or correct information regarding the holders of any of the Serviced Companion Noteholders or the most recent identity and/or contact
information regarding any of the Serviced Companion Noteholders has not been provided to the Certificate Administrator, Master
Servicer or Special Servicer, as applicable.


 


Section 8.14     
Representations and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents
and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, 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


 






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regulatory
authority, which violation, in the Certificate Administrator’s good faith and reasonable judgment, is likely to affect materially
and adversely either the ability of the Certificate Administrator to perform its obligations under this Agreement or the financial
condition of the Certificate Administrator;


 


(vi)          No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate
Administrator which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


(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


  



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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 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 (which fair market value for any REO Property may be less than the Purchase Price for the corresponding REO
Loan), 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 Special Servicer and approved by the Master Servicer and by the Holders of the Controlling Class (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 fair value of each Specially Serviced Loan as determined by the Special Servicer consistent with procedures
required for making such determination in connection with the sale of a Defaulted Loan, (4) the reasonable out-of-pocket
expenses of the Master Servicer or Special Servicer, as applicable, with respect to such termination, unless the Master Servicer
or Special Servicer, as applicable, is the purchaser of such Mortgage Loans and (5) 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 Special Servicer in accordance
with clause (2) 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-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 R Certificates) for the remaining Mortgage
Loans and REO Properties in the Trust Fund pursuant to the terms of the immediately succeeding paragraph; provided, however,
that in no event shall the trust created hereby continue beyond the expiration of twenty-one (21) years from the death of
the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s,
living on the date hereof. Upon termination of the Trust pursuant to clause (i) of the immediately preceding sentence,
the Custodian shall release or cause to be released to the Master Servicer, at the address provided in Section 13.05
or to such other address designated by the Master Servicer in writing, any Mortgage Files remaining in its possession. In connection
with a termination of the Trust under this Article IX, the obligations and responsibilities of the Custodian under
this Agreement shall terminate upon its delivery of the Mortgage Files to the Master Servicer, Sole


 






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Certificateholder or other
party as required by this Section 9.01, except for the obligation of the Custodian to execute assignments, endorsements
and other instruments as required by this Section 9.01.


 


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-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 R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master
Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage Loans and each REO Property is greater than
or equal to 5.0% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date (as provided in the Preliminary
Statement), to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each
REO Property remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph of this Section 9.01
by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange. If
the Sole Certificateholder elects to exchange all of its Certificates (other than the Class R Certificates) for all of the
Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust in accordance with the preceding sentence,
such Sole Certificateholder, not later than the Distribution Date on which the final distribution on the Certificates is to occur,
shall remit for deposit in the Collection Account an amount in immediately available funds equal to all amounts due and owing to
the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator hereunder through the date
of the liquidation of the Trust that may be withdrawn from the Collection Account, or an escrow account acceptable to the respective
parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from the Distribution Account pursuant to Section 3.05(a),
but only to the extent that such amounts are not already on deposit in the Collection Account. In addition, the Master Servicer
shall transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution Account on the P&I Advance Date
related to such Distribution Date in which the final distribution on the Certificates is to occur from the Collection Account pursuant
to the first paragraph of Section 3.04(b) (provided, however, that if a Serviced Whole Loan is secured
by REO Property, the portion of the above-described purchase price allocable to such Trust’s portion of REO Property
shall initially be deposited into the related REO Account). Upon confirmation that such final deposits have been made and following
the surrender of all its Certificates (other than the Class R Certificates) on the applicable Distribution Date, the Custodian
shall, upon receipt of a Request for Release from the Master Servicer, release or cause to be released to the Sole Certificateholder
or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and
other instruments furnished to it by the Sole Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans
and REO Properties remaining in the Trust Fund, and the Trust shall be liquidated in accordance with Section 9.02.
Solely for federal income tax purposes, the Sole Certificateholder shall be deemed to have purchased the assets of the Lower-Tier
REMIC for an amount equal to the remaining Certificate Balance of the Principal Balance Certificates, plus accrued, unpaid interest
with respect thereto, and the Certificate Administrator shall credit such amounts against amounts distributable in respect of such
Certificates and Related Lower-Tier Regular Interests.


 






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The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and
the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage
Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder
to or for the benefit of the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order
of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of this Section 9.01 by giving written notice to the Trustee, the
Certificate Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders
of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which 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 as set forth in the Preliminary Statement. This purchase shall terminate the Trust and retire the then-outstanding
Certificates.


 


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 (a) the reasonable
out-of-pocket expenses of the Master Servicer with respect to such termination (if applicable) and (b) any other 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.


 






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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 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 such Certificateholder’s
Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution Account that are allocable
to payments on the Class of Regular Certificates so presented and any remaining amount shall be distributed to the Class R
Certificates in respect of the Class LR Interest or the Class UR Interest, as applicable. Amounts transferred from the
Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account as of the final Distribution Date, shall
be distributed in termination and liquidation of the Lower-Tier Regular Interests and the Class LR Interest in accordance
with 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:


 






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(i)            the Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the
date of mailing of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’
final Tax Returns pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)           during the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates,
the Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer,
the Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable,
for cash; and


 


(iii)          within such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular
Interests and the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited,
to the Holders of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC)
and in respect of the Class UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained
to meet claims), and the Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.


 


[End of ARTICLE IX]


 


Article X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01  
REMIC Administration. (a)  The Certificate Administrator shall make elections or cause elections to be
made to treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such
election will be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of
the calendar year in which the Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the REMIC election
in respect of the Upper-Tier REMIC, each Class of the Regular Certificates shall be designated as the “regular interests”
and the Class UR Interest shall be designated as the sole class of “residual interests” in the Upper-Tier REMIC.
For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall be designated
as a class of “regular interests” and the Class LR Interest shall be designated as the sole class of “residual
interests” in the Lower-Tier REMIC. None of the Special Servicer, the Master Servicer or the Trustee shall permit the creation
of any “interests” (within the meaning of Section 860G of the Code) in any Trust REMIC other than the foregoing
interests.


 


(b)          
The Closing Date is hereby designated as the “startup day” (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


 






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limitation
attorneys’ or accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses
of the Trust and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the
Mortgage Loans and any REO Properties on deposit in the Collection Account as provided by Section 3.05(a) unless such
legal expenses and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence.
The Certificate Administrator shall be designated as the “partnership representative” within the meaning of Section
6223 of the Code of each Trust REMIC and shall perform all the functions thereof. By their acceptance thereof, the Holders of
Class R Certificates agree to such designation.


 


(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


 






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including
a tax on “net income from foreclosure property”). The Trustee shall not take or fail to take any action (whether or
not authorized hereunder) as to which the Certificate Administrator has advised it in writing that it has received an Opinion
of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may
consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action
not expressly permitted by this Agreement, but in no event at the expense of the Certificate Administrator or the Trustee. At
all times as may be required by the Code, the Certificate Administrator will to the extent within its control and the scope of
its duties more specifically set forth herein, maintain substantially all of the assets of each Trust REMIC as Qualified Mortgages.


 


(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.


 






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(h)          
The Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records
with respect to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)            
Following the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets
to any Trust REMIC unless the Certificate Administrator and the Trustee has 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
or (iv) a purchase of Mortgage Loans pursuant to Article II or Article III) 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.


 






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Section 10.02  
Use of Agents. (a)  The Trustee shall execute all of
its obligations and duties under this Article X through its Corporate Trust Office. The Trustee may execute any of its obligations
and duties under this Article X either directly or by or through agents or attorneys. The Trustee shall not be relieved of
any of its duties or obligations under this Article X by virtue of the appointment of any such agents or attorneys.


 


(b)          
The Certificate Administrator may execute any of its obligations and duties under this Article X either directly or
by or through agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under
this Article X by virtue of the appointment of any such agents or attorneys.


 


Section 10.03  
Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a)  The
Depositor shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives
a request from the Certificate Administrator, all information, forms or data that the Certificate Administrator reasonably determines
to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the
price, yield, Prepayment Assumptions and projected cash flow of the Certificates.


 


(b)          
The Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties
hereunder.


 


Section 10.04  
Appointment of REMIC Administrators. (a)  The Certificate
Administrator may appoint at the Certificate Administrator’s expense, one or more REMIC Administrators, which shall be authorized
to act on behalf of the Certificate Administrator in performing the functions set forth in Section 10.01 herein. The
Certificate Administrator shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument
in which REMIC Administrator shall agree to act in such capacity, with the obligations and responsibilities herein. The appointment
of a REMIC Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate
Administrator shall remain responsible and liable for all acts and omissions of the REMIC Administrator. Each REMIC Administrator
must be acceptable to the Certificate Administrator and must be organized and doing business under the laws of the United States
of America or of any State and be subject to supervision or examination by federal or state authorities. In the absence of any
other Person appointed in accordance herewith acting as REMIC Administrator, 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


 






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the
REMIC Administrator without the execution or filing of any paper or any further act on the part of the Certificate Administrator
or the REMIC Administrator.


 


(c)           
Any REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation
to the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the
Certificate Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and
shall mail notice of such appointment to all Certificateholders; provided, however, that no successor REMIC Administrator
shall be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon
acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as REMIC Administrator. No REMIC Administrator will 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 this Article XI
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 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-C15, and any
Other Securitization subject to Regulation AB, 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 to deliver or make available
to the


 






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Depositor
or the Certificate Administrator, and any such Other Depositor, 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 will 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 is not 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(q)), 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


 






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Subcontractor
will be a Servicing Function Participant, such Servicer shall promptly upon 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 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 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,


 






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the
Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar days prior to the
effective date of such succession or appointment (or if such prior notice is violative of applicable law or any applicable confidentiality
agreement, no later than one (1) Business Day after such effective date of succession) and shall furnish to the Depositor and
the Certificate Administrator, in writing and in form and substance reasonably satisfactory to the Depositor and the Certificate
Administrator, all information reasonably 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, 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 may
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


 






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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 11.04, 11.05, 11.06, 11.07, 11.08,
11.09, 11.10 and 11.11. The Certificate Administrator will 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, within five (5) calendar
days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB 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 shall include with such Additional Form 10-D
Disclosure, an Additional Disclosure Notification in the form of Exhibit EE (except with respect to the reporting of
REO Account balances which shall be delivered in the form of Exhibit MM) and (iii) the Depositor shall approve,
as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D.
Information delivered


 






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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, (iii) to the extent such information is provided to the Certificate Administrator by
the Master Servicer in the form of Exhibit MM 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) 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 may 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) the
aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional


 






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Debt
or mezzanine debt, as applicable. The Certificate Administrator shall also include, to the extent it receives such information,
the beginning and ending account balances for each of the accounts created pursuant to this Agreement (for the applicable period)
in each Form 10-D filed by it.


 


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


 






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than
the two (2) Business Days prior to the 15th calendar day after the Distribution Date, the Depositor shall notify the Certificate
Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D and
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, 11 Madison Ave, 11th Floor, New York, New York
10010, Attention: Barbara Nottebohm, fax number: (212) 743-2823, email: barbara.nottebohm@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 will 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


 






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File
as Exhibit 103 to such Form ABS-EE. The Certificate Administrator is not required to combine multiple CREFC® Schedule
AL Files or Schedule AL Additional Files. The Certificate Administrator is not 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 2020, 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


 






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(B)         
if any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies
any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if such report on assessment
of compliance with servicing criteria described under Section 11.10 is not included as an exhibit to such Form 10-K,
disclosure that such report is not included and an explanation why such report is not included;


 


(iii)             
(A) the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant
utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or the
Trustee, as described under Section 11.11; and


 


(B)         
if any registered public accounting firm attestation report described under Section 11.11 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm
attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an
explanation why such report is not included; and


 


(iv)             
a certification in the form of 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,
no later than March 1 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March
2020, (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 shall include with such Additional Form 10-K Disclosure, an Additional Disclosure
Notification in the form of 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


 






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Exhibit CC
of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K
Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate
Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this
paragraph.


 


Form 10-K requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.”  The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all
such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past
ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than March 15th with respect to
the filing of a report on Form 10-K, if the answer to the questions should be “no.” The Certificate Administrator
may 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, 11 Madison Ave, 11th Floor, New York, New York 10010,
Attention: Barbara Nottebohm, fax number: (212) 743-2823, email: barbara.nottebohm@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
will 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.


 






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(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 2020, a certification in the form of 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 


 






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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 Administrator and such providing parties. Notwithstanding the foregoing, nothing in this
Section 11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness
of any information provided to such Reporting Servicer by third parties (including a Significant Obligor, but other than an Additional
Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify information other than to
such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or
(iii) with respect to completeness of information and reports, to certify anything other than that all fields of information
called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their
face.


 


Notwithstanding anything
to the contrary contained in this Section 11.06, with respect to each year in which the Trust 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.


 






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As set forth on Exhibit DD,
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
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 shall include with such Form 8-K Disclosure Information,
an Additional Disclosure Notification in the form of 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, 11 Madison Ave,
11th Floor, New York, New York 10010 Attn: Barbara Nottebohm, email: barbara.nottebohm@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 will have
any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for
execution and/or timely file such Form 8-K, where such failure results from the Certificate Administrator’s inability
or failure to receive, on a timely basis, any information from the parties to this Agreement needed to prepare, arrange for


 






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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.


 


The Depositor shall notify
the Certificate Administrator by electronic mail to cts.sec.notifications@wellsfargo.com and trustadministrationgroup@wellsfargo.com,
no later than two (2) Business Days after the filing of any Form 8-K/A that attaches this Agreement, and shall provide in such
notice an electronic link to such filing. The Certificate Administrator shall post a copy of such notice to the Certificate Administrator’s
Website, and thereafter shall request a list of the then-current Serviced Companion Noteholders pursuant to Section 8.13
and furnish such notice substantially in the form of Exhibit UU to the parties to this Agreement, each Serviced Companion
Noteholder, each Other Depositor and each Other Certificate Administrator.


 


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


 






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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 is not 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 2020, 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 of the officer responsible for the servicing activities of such party, in the form of 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 (if no Consultation
Termination Event is continuing) 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 of Exhibit HH. Promptly after receipt of each


 






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such
Officer’s Certificate, the Depositor may review each such Officer’s Certificate and, if applicable, consult with the
Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with which
the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any
of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the applicable sub-servicing
or primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer under this Section 11.09
apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable period,
whether or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required to be delivered.
None of the Master Servicer, Special Servicer or Additional Servicer shall be required to cause the delivery of any such statement
until April 15 in any given year 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 2020, 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 is not 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


 






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Loans,
cause such Servicing Function Participant to furnish) to the Trustee, the Certificate Administrator, the Depositor (which copy
shall be deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with respect to
the Special Servicer, also to the Operating Advisor), and the 17g-5 Information Provider, a report substantially in the form
of Exhibit II or such other form provided by such Reporting Servicer that complies in all material respects with the
requirements of Item 1122 of Regulation AB, on an assessment of compliance with the Servicing Criteria applicable to
it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant
Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance
with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing
Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant
to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing
Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public
accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant
Servicing Criteria as of and for such period. With respect to any Non-Serviced Companion Loan, the Certificate Administrator
will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee in form and substance similar to the form of 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 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 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.


 


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.


 


(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


 






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and
any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 


(c)           
No later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special
Servicer shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional
Servicer engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial
Sub-Servicer, and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each
Mortgage Loan Seller as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated
Exhibit GG, and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will
be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to
Section 11.10(a), such party 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 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 resigning or terminated party 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 2020, the Master Servicer, the Special Servicer, the Trustee (provided, however, that the Trustee
is not required to deliver an assessment of compliance with respect to any period during which there was no Relevant


 






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Servicing
Criteria applicable to it), the Custodian, the Operating Advisor and the Certificate Administrator, each at its own expense, shall
cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such Master Servicer, Special
Servicer, Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function Participant use commercially reasonable
efforts to cause such Servicing Function Participant to cause and (ii) with respect to each other Servicing Function Participant
with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant
to cause) a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor or the applicable Servicing Function Participant,
as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee,
the Certificate Administrator (who will promptly post such report on the Certificate Administrator’s Website pursuant to
Section 3.13(b)) and the Depositor, the 17g-5 Information Provider and, 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


 






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of
Section 11.10 and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor, the Custodian nor any Additional Servicer shall be required to deliver,
or shall be required to cause the delivery of such reports until April 15th in any given year so long as it has received
written confirmation from the Depositor that a Form 10-K is not required to be filed with respect to the Trust for the
preceding fiscal year.


 


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.


 






    -405-


     


    

 


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 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


 






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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 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


 






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Serviced
Companion Loan Securities, without a confirmation of the rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25).


 


Section 11.15  
Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian or
the Trustee, as the case may be, to the Depositor pursuant to this Article XI may be delivered via fax, notwithstanding
the provisions of Section 13.05, to Credit Suisse Commercial Mortgage Securities Corp., 11 Madison Avenue, New
York, New York 10010 Attention: Chuck Lee, fax number: (212) 322-0965, email: chuck.lee@credit-suisse.com, with copies
to: Credit Suisse, Commercial Real Estate & CMBS, 11 Madison Ave, 11th Floor, New York, New York 10010 Barbara
Nottebohm, fax number: (212) 743-2823, email: barbara.nottebohm@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


 






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applicable,
to such depositor, underwriters or Mortgage Loan Seller (or permitted transferee) as required by this clause (a).
Notwithstanding the foregoing, to the extent that the information provided by the Trustee, the Certificate Administrator, the
Master Servicer or the Special Servicer, as applicable, for inclusion in the offering materials related to such Regulation AB
Companion Loan Securitization is substantially and materially similar to the information provided by such party with respect to
the offering materials related to this transaction, subject to any required changes due to any amendments to Regulation AB or
any changes in the interpretation of Regulation AB, such party shall be deemed to be in compliance with this Section 11.16(a).
Any indemnification agreement executed by the Trustee, the Certificate Administrator, the Master Servicer or 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) must 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


 






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


 


(c)           
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator (which request
or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is
required), provide the trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or certificate administrator, as applicable, for such Regulation AB Companion
Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) information with respect to any
event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan within two Business
Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the extent the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with
the timing, reporting and attestation requirements imposed on such party in ARTICLE XI of this Agreement (other than
this Section 11.16) with respect to the comparable timing, reporting and attestation requirements contemplated in this
Section 11.16(c) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be
in compliance with the provisions of this Section 11.16(c).


 


(d)          
On or before March 1 of each year (or February 29 if a leap year) during which a Regulation AB Companion Loan Securitization
is required to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization
is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust
was filed), each of the Trustee, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer
shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized
Companion Loan to, upon request or notice from such trustee or certificate administrator (which request or notice may be given
once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), 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).


 






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(e)           
On or before March 1 of each year during which a Regulation AB Companion Loan Securitization is required to file an annual
report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization is not required to file
an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of the
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special
Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced
Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation AB, deliver, with respect to itself,
to the trustee or certificate administrator under 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 this Article XI
(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


 






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


 


If the Master Servicer
does not receive such financial information of any such “significant obligor” (identified to it as such by the Other
Depositor in accordance with the preceding paragraph) within ten (10) Business Days after the date such financial information is
required to be delivered under the related Mortgage Loan documents, the Master Servicer shall notify the Other Depositor with respect
to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and shall cause any related Sub-Servicing
Agreement entered into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is
a significant obligor to require the related Sub-Servicer to notify such Other Depositor) that it has not received them. The Master
Servicer shall use efforts consistent 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


 






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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).


 


(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 delivered by the Master Servicer for such Distribution Date, 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


 






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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 electronic mail) in the form of Exhibit SS within two (2) Business Days to the Master Servicer, the Special Servicer,
the Operating Advisor and the Asset Representations Reviewer.


 


If Certificateholders
evidencing not less than 5.0% of the Voting Rights of the Certificates deliver to the Certificate Administrator, within ninety
(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 of Certificateholders 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 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 of 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 is
not 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 may 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


 






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Representations
Reviewer (collectively, with the Diligence Files, a copy of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement
and a copy of this Agreement posted to the Secure Data Room by the Certificate Administrator pursuant to Section 4.08
or to the Certificate Administrator’s Website pursuant to Section 3.13(b), as applicable, the “Review
Materials”):


 


(1)       a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 


(2)       a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the
Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)       a
copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


 


(4)       a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(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 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, 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


 






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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 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.


 


(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 will have the right to change the scope of the Asset Review, and the Asset Representations Reviewer
is not 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


 






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respect
to Specially Serviced Loans) to the extent in the Master Servicer’s or the Special Servicer’s possession within ten
(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 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 shall 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 will 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 must be promptly delivered by the related Mortgage Loan Seller to the Asset Representations Reviewer. For the avoidance
of doubt, the Asset Representations Reviewer is not required to prepare a preliminary report if the Asset Representations Reviewer
determines that there is no Test failure with respect to the related Delinquent Loan.


 


(viii)             
The Asset Representations Reviewer shall, within the later of (x) sixty (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) ten (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 (or, in
the case of a Guaranteed Seller, against the related Guarantor in respect of its respective payment guaranty) for each Delinquent
Loan, and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report in
the form of Exhibit PP (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 (or, in the case of the Guaranteed Sellers, the payment guarantee obligations of the related Guarantor
pursuant to the related Mortgage Loan Purchase Agreement), which, in each such case, will be the responsibility of the Enforcing
Servicer.


 






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(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 will have no responsibility to independently obtain any such information from any party to this Agreement or otherwise.


 


(x)             
Within forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Special Servicer
shall determine, based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If
the Special Servicer determines that a Material Defect exists, the Special Servicer shall enforce the obligations of the related
Mortgage Loan Seller with respect to such Material Defect in accordance with Section 2.03(b).


 


(c)           
The Asset Representations Reviewer and its Affiliates shall keep all information appropriately labeled as “Privileged
Information” confidential received from any party to this Agreement or any Mortgage Loan Seller 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 (2) 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 may enter into an agreement with any agent or subcontractor
providing for indemnification of the


 






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Asset
Representations Reviewer by such agent or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify
such indemnification.


 


(e)           
The Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale
or transfer of all or substantially all of its Asset Representations Reviewer portfolio, provided that: (i) the purchaser
or transferee accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer, organized and doing business
under the laws of the United States of America, any state of the United States of America or the District of Columbia, authorized
under such laws to perform the duties of the asset representations reviewer resulting from a merger, consolidation or succession
that is permitted under this Agreement, (B) executes and delivers to the Trustee and the Certificate Administrator an agreement
that contains an assumption by such person of the due and punctual performance and observance of each covenant and condition to
be performed or observed by the asset representations reviewer under this Agreement from and after the date of such agreement and
(C) is not a Prohibited Party under this Agreement; (ii) the Asset Representations Reviewer shall not be released from its
obligations under this Agreement that arose prior to the effective date of such assignment and delegation; (iii) the rate
at which the Asset Representations Reviewer Asset Review Fee (or any component thereof) is calculated shall not exceed the rate
then in effect and (iv) the resigning Asset Representations Reviewer shall be responsible for the reasonable costs and expenses
of each other party to this Agreement 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 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 on the Closing Date. As compensation for the performance
of its routine duties, the Asset Representations Reviewer shall be paid a fee (the “Asset Representations Reviewer Fee”),
payable monthly from amounts received in respect of each Mortgage Loan and any REO Mortgage Loan and shall be equal to the product
of a rate equal to 0.00036% per annum (the “Asset Representations Reviewer Fee Rate”) and the Stated
Principal Balance of the Mortgage Loans and any REO Mortgage Loans and shall be calculated in the same manner as interest is calculated
on such Mortgage Loans and REO Mortgage Loans.


 



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(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 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 ninety (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


 






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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 has been so appointed and accepted
appointment within thirty (30) days after the giving of such notice of resignation, the resigning Asset Representations Reviewer
may petition any court of competent jurisdiction for the appointment of a successor asset representations reviewer that is an
Eligible Asset Representations Reviewer. The Asset Representations Reviewer will bear all reasonable costs and expenses of each
other party hereto and each Rating Agency in connection with its resignation.


 


Section 12.04  
Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates
shall make any investment in any Class of Certificates; provided, however, that such prohibition shall not apply
to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments
by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement
from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from
gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining access
to such Affiliate’s information regarding its investment activities.


 


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 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,
has 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 thirty (30) day period will be extended by an additional thirty (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 thirty (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;


 






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(iii)            
any failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall
continue unremedied for a period of thirty (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, has been entered against the Asset Representations Reviewer, and such decree or order
remains in force undischarged or unstayed for a period of sixty (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 may
notify the Certificate Administrator and the Trustee of any Asset Representations Reviewer Termination Event of which it becomes
aware.


 






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(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 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 and the proposed successor asset representations reviewer shall be appointed.
As between the Asset Representations Reviewer, on the one hand, and the Certificateholders, on the other, the Certificateholders
may in their sole discretion 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, 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 thirty (30) days of the


 






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termination
of the Asset Representations Reviewer, the Depositor shall be permitted to find a replacement. The Trustee is not liable for any
failure to identify and appoint a successor asset representations reviewer for so long as the Trustee uses commercially reasonable
efforts to conduct a search for a successor asset representations reviewer and such failure is not a result of the Trustee’s
negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


 


(d)          
Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor, the
Sponsors, the Depositor and, 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 defective or inconsistent with any other provisions
therein or to correct any error;


 


(iii)      
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)      
to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification
of any Trust REMIC as a REMIC under the


 






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relevant
provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any
tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder, or Companion Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(o) or any other provision hereof restricting transfer
of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person;


 


(vi)      
to revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change;
provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and Companion Loan Rating Agency Confirmations with respect
to any Serviced Companion Loan Securities;


 


(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 Companion Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities; 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
no Control Termination Event is 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 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 Companion Loan Rating Agency Confirmations have been obtained with respect to any Serviced Companion Loan
Securities;


 


(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


 






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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 or
rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller or (B) may materially
and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


(b)          
This Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates
of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole 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 or rights of any Mortgage
Loan Seller under such


 






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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 Companion Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities 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 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 is not necessary for the consent of Certificateholders under this Section 13.01 to approve the particular
form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(f)           
The Trustee and the Certificate Administrator is not required 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


 






    -427-


     


    

 


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 Companion
Loan Rating Agency Confirmations are obtained with respect to any Serviced Companion Loan Securities.


 


(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 a 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.


 


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


 






    -428-


     


    

 


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 will 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 may 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 may 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 will 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 has previously 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 have made written request
upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and 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, neglects or refuses to
institute any such action, suit or proceeding. The Trustee will 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 will
have any right in any manner whatsoever by virtue of any provision of this Agreement or the Certificates to affect, disturb or


 






    -429-


     


    

 


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 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:


 






    -430-


     


    

 


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

11 Madison Ave, 11th Floor

New York, New York 10010

Attention: Barbara Nottebohm

Email: barbara.nottebohm@credit-suisse.com


 


In the case of the Master Servicer
and Special Servicer:



Midland Loan Services, a Division of PNC Bank, National Association, 10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head,

Fax number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com (and solely with respect to notices under Section 3.13, with a copy to AskMidland@midlandls.com)


 


with a copy to:



Stinson Leonard Street LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com


 


In the case of the Directing Certificateholder:



Grass River Real Estate Credit Partners REIT LLC

Attn.: General Counsel

2977 McFarlane Road, Suite 300

Miami, FL 33133

Email: mjefferis@3650REIT.com


 






    -431-


     


    

 


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 2019-C15


 


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 Risk Retention Certificates:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody (CMBS) CSAIL 2019-C15


 


with a copy to:



riskretentioncustody@wellsfargo.com


 


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 2019-C15


 


In the case of the Custodian:



Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group – CSAIL 2019-C15

Email: CMBScustody@wellsfargo.com


 






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In the case of the Trustee:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – CSAIL 2019-C15

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, 11th Floor

New York, New York 10010

Attention: Barbara Nottebohm

e-mail: barbara.nottebohm@credit-suisse.com


 


3650 REIT

Attn.: General Counsel

2977 McFarlane Road, Suite 300

Miami, FL 33133

Email: mjefferis@3650REIT.com


 


Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: Jim Barnard

E-mail: US-Glfi-Abp-Cmbs-Notices@sgcib.com



with a copy to:

Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel

E-mail: US-Glfi-Abp-Cmbs-Notices@sgcib.com


 






    -433-


     


    

 


BSPRT CMBS Finance, LLC

142 West 57th Street, Suite 1201

New York, New York 10019

Attention: Micah Goodman and Tiffany Putman

E-mail: CRELegal@benefitstreetpartners.com


 


with a copy to:


 


Cadwalader, Wickersham & Taft
LLP

200 Liberty Street, New York, New York 10281

Attention: Jeffrey Rotblat


 


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 2019-C15-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.


 






    -434-


     


    

 


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


 






    -435-


     


    

 


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


 






    -436-


     


    

 


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


 






    -437-


     


    

 


Section 3.13(c), and thereafter to the Rating Agencies of (i) any
change in the location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)          The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to
the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
and thereafter to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable
to any Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as
any Rating Agency shall reasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or 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 is not required 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]


 




    -438-


     


    


 


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/
    Julia Powell
	 	 	Name: Julia Powell
	 	 	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
	 	 	
	 	MIDLAND
    LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Special Servicer
	 	 	 
	 	By:	 /s/
    David A. Eckels
	 	 	Name:
    David A. Eckels
	 	 	Title:   Senior Vice
    President



 


CSAIL 2019-C15: POOLING AND SERVICING AGREEMENT


 






    


     


    




 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, Certificate Administrator
	 	 	 
	 	By:	 /s/
    Stacey Gross
	 	 	Name:
    Stacey Gross
	 	 	Title:   Vice President
	 	 	 
	 	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 2019-C15: POOLING AND SERVICING AGREEMENT


 




    


     


    

 






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


 


On the
20th day of February, 2019, before me, a notary public in and for said State, personally appeared Julia
Powell known to me to be an 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. 


 





	 	/s/
    David S. Tlusty
	 	Notary Public
	 	 
	[SEAL]	
	 	 
	My commission expires:

        
	DAVID
    S. TLUSTY 
	 	NOTARY
    PUBLIC-STATE OF NEW YORK
		 No.
    02TL6313133
	 	Qualified
    in New York County
	 	My
    Commission Expires 10-14-2022
	 	 
	 	 


 


CSAIL 2019-C15: POOLING AND SERVICING AGREEMENT


 




    


     


    

 





	STATE OF KANSAS	)
	 
	 	)
	ss.:
	COUNTY OF JOHNSON	)
	 





 





On the  26th day
of February, 2019, 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 2019-C15: POOLING AND SERVICING AGREEMENT


 



    


     


    

 



 





	STATE OF KANSAS	)
	 
	 	)
	ss.:
	COUNTY OF JOHNSON	)
	 





 





On the  26th day
of February, 2019, 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 2019-C15: POOLING AND SERVICING AGREEMENT


 



    


     


    

 





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








 


On the 28th day of
February, 2019, before me, a notary public in and for said State, personally appeared Stacey Gross known to me to be a
Vice President of Wells Fargo Bank, National Association, that executed the within instrument, and also known to me to be the
person who executed it on behalf of such national banking association, and acknowledged to me that such 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/
    Andrew Crews
	 	Notary Public
	 	 
	[SEAL]	
	 	ANDREW CREWS
	 	NOTARY PUBLIC
	 	CECIL COUNTY, MD
	 	 MY COMMISSION
    EXPIRES
	My
        commission expires:

         
	 OCTOBER 27,
    2021
		 


 


CSAIL 2019-C15: POOLING AND SERVICING AGREEMENT


 




    


     


    

 





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








 


On the 28th day of
February, 2019, before me, a notary public in and for said State, personally appeared Stacey Gross known to me to be a
Vice President of Wells Fargo Bank, National Association, that executed the within instrument, and also known to me to be the
person who executed it on behalf of such national banking association, and acknowledged to me that such 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/
    Andrew Crews
	 	Notary Public
	 	 
	[SEAL]	
	 	ANDREW CREWS
	 	NOTARY PUBLIC
	 	CECIL COUNTY, MD
	 	 MY COMMISSION
    EXPIRES
	My
        commission expires:

         
	 OCTOBER 27,
    2021
		 


 


CSAIL 2019-C15: POOLING AND SERVICING AGREEMENT


 




    


     


    


 


 








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








 


On the
26th day of February, 2019, before me, 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 Lender Services 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
	 	 	 	 
	[SEAL]	 	 	
	 	 	 	 
	My
        commission expires: 
	3/31/20	 	 
		(Date)	 	 
	 	 	 	 
	NIAJA
    WILLIAMS MOWATT	 	 
	Notary
    Public - State of New York	 	 
	NO.
    01WI6184241	 	 
	Qualified
    In Suffolk County	 	 
	My
    Commission Expires 3/31/20	 	 




 


CSAIL 2019-C15: POOLING AND SERVICING AGREEMENT


 




    


     


    
 



EXHIBIT
A-1


 


CSAIL 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, 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 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, CLASS A-1


 


	Pass-Through Rate:  [____]%	 	 
	 	 	 
	First Distribution Date: April 17, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in March 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after March 2019, the date that would have been its Due Date in March 2019 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	CUSIP: [__]


 


ISIN: [__]



	 	 Initial Certificate Balance of this Certificate: $[_______] 
	 	 	 
	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
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-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 R Certificates (together
with the Class A-1 Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”).


 





This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of March 1, 2019 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National 



    A-1-2


     


    

Association, 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 Midland Loan Services, a Division of PNC Bank, National Association, 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
and 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 April 2019 (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 (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 



    A-1-3


     


    

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 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 



    A-1-4


     


    

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 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



 






    A-1-5


     


    

 


		 	 related Distribution Date and
(b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing
by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder, or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(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 Companion Loan
Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;



 


		(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 Companion Loan Rating Agency Confirmations with respect to any Serviced Companion
Loan Securities; 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;



 






    A-1-6


     


    

 


 


		(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 is 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 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 Companion Loan Rating Agency Confirmations have been obtained with
respect to any Serviced Companion Loan Securities;



 


		(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 or rights 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 



    A-1-7


     


    

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
or Whole 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
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 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 Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities 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 under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling 



    A-1-8


     


    

and Servicing Agreement may be made that changes any provisions specifically required to be
included in the Pooling and Servicing Agreement by the Non-Serviced Intercreditor Agreement without the consent of the holder
of the related Non-Serviced Companion Loan(s).


 


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-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class
C and Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage
Loans and each REO Property is greater than or equal to 5.0% of the aggregate Principal Balance of the Mortgage Loans as of the
Cut-Off Date, to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the
certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate
Registrar has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing
Agreement and makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency
of the Certificates or the Mortgage Loans.


 




    A-1-9


     


    

 


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: March 6, 2019


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-1 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: March 6, 2019


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in
its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-1-10


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class 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-1-11


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions:
___________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account
number ____________________________. This information is provided by ______________________________, the Assignee(s)
named above or ____________________________________ as its (their) agent.


 


		By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number



 




    A-1-12


     


    

 


EXHIBIT
A-2


 


CSAIL 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, 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 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, CLASS A-2


 


	Pass-Through Rate:  [____]%	 	 
	 	 	 
	First Distribution Date: April 17, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in March 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after March 2019, the date that would have been its Due Date in March 2019 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	

CUSIP: [__]


 


ISIN: [__]

 




	 	 Initial Certificate Balance of this Certificate: $[_____] 
	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 held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and
the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any
provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of
such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-3, Class A-4,
Class A-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 R Certificates (together with the Class A-2 Certificates, the
“Certificates”; the Holders of Certificates are collectively referred to herein as
“Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of March 1, 2019 (the “Pooling
and Servicing Agreement”), by 



    A-2-2


     


    

and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, 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 Midland Loan Services, a Division of PNC Bank, National Association, 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
and 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 April 2019 (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 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-2-3


     


    

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 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 



    A-2-4


     


    

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-2-5


     


    




		(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 under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder, or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(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 



 






    A-2-6


     


    

		(vi)	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
Companion Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;



 


		(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 Companion Loan Rating Agency Confirmations with respect to
                                                               any Serviced Companion Loan Securities; 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 is 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 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 Companion Loan Rating Agency Confirmations have been obtained with
respect to any Serviced Companion Loan Securities;



 


		(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



 






    A-2-7


     


    

 


		(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 or rights 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
or Whole 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
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 under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each 



 






    A-2-8


     


    

		(v)	 Rating Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities 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 under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be
included in the Pooling and Servicing Agreement by the Non-Serviced Intercreditor Agreement without the consent of the holder
of the related Non-Serviced Companion Loan(s).


 


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-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class
C and Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage
Loans and each REO Property is greater than or equal to 5.0% of the aggregate Principal Balance of the Mortgage Loans as of the
Cut-Off Date, to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) 



    A-2-9


     


    

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: March 6, 2019


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-2 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: March 6, 2019


 





	 	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 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, 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 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, CLASS A-3


 


	Pass-Through Rate:  [______]%	 	 
	 	 	 
	First Distribution Date: April 17, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in March 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after March 2019, the date that would have been its Due Date in March 2019 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	

CUSIP: [__]


 


ISIN: [__] 




	 	Initial Certificate Balance of this Certificate: $[__]  
	 	 	 
	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
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-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 R Certificates (together
with the Class A-3 Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”).


 





This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of March 1, 2019 (the “Pooling
and Servicing Agreement”), by 



    A-3-2


     


    

and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, 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 Midland Loan Services, a Division of PNC Bank, National Association, 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
and 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 April 2019 (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 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-3-3


     


    

 


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 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 



    A-3-4


     


    

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-3-5


     


    

 


		(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 under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder, or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(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 



 



 






    A-3-6


     


    

 


			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 Companion
Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;



 


		(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 Companion Loan Rating Agency Confirmations with respect to any Serviced Companion
Loan Securities; 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 is 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 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 Companion Loan Rating Agency Confirmations have been obtained with
respect to any Serviced Companion Loan Securities;



 


		(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



 






    A-3-7


     


    

 


 


		(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 or rights 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
or Whole 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
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 under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each 



 


 



    A-3-8


     


    

		 	Rating Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities 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 under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be
included in the Pooling and Servicing Agreement by the Non-Serviced Intercreditor Agreement without the consent of the holder
of the related Non-Serviced Companion Loan(s).


 


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-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class
C and Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage
Loans and each REO Property is greater than or equal to 5.0% of the aggregate Principal Balance of the Mortgage Loans as of the
Cut-Off Date, to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) 



    A-3-9


     


    

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: March 6, 2019


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-3 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: March 6, 2019


 





	 	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 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, 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 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, CLASS A-4


 


	Pass-Through Rate:  [____]%	 	 
	 	 	 
	First Distribution Date: April 17, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in March 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after March 2019, the date that would have been its Due Date in March 2019 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	CUSIP: [__]


 


ISIN: [__] 



	 	Initial Certificate Balance of this Certificate: $[__] 
	 	 	 
	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
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-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 R Certificates (together
with the Class A-4 Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of March 1, 2019 (the “Pooling
and Servicing Agreement”), by


 






    A-4-2


     


    

 


and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, 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 Midland Loan Services, a Division of PNC Bank, National Association, 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
and 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 April 2019 (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 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-4-3


     


    

 


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 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



    A-4-4


     


    

 


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-4-5


     


    

 


 


		(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 under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder, or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(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 



 






    A-4-6


     


    

 


		 	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 Companion
Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;



 


		(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 Companion Loan Rating Agency Confirmations with respect to any Serviced Companion
Loan Securities; 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 is 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 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 Companion Loan Rating Agency Confirmations have been obtained with
respect to any Serviced Companion Loan Securities;



 


		(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



 






    A-4-7


     


    

 


		(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 or rights 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
or Whole 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
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 under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each 



 


 



    A-4-8


     


    




 


		  	Rating Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities 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 under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be
included in the Pooling and Servicing Agreement by the Non-Serviced Intercreditor Agreement without the consent of the holder
of the related Non-Serviced Companion Loan(s).


 


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-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class
C and Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage
Loans and each REO Property is greater than or equal to 5.0% of the aggregate Principal Balance of the Mortgage Loans as of the
Cut-Off Date, to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) 



    A-4-9


     


    

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: March 6, 2019


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-4 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: March 6, 2019


 





	 	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 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, 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.


 






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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.


 




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CSAIL 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, CLASS A-SB


 


	Pass-Through Rate:  [_____]%	 	 
	 	 	 
	First Distribution Date: April 17, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in March 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after March 2019, the date that would have been its Due Date in March 2019 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	

CUSIP: [__]


 


ISIN: [__] 




	 	Initial Certificate Balance of this Certificate: $[__]  
	 	 	 
	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
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 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 R Certificates (together
with the Class A-SB Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of March 1, 2019 (the “Pooling
and Servicing Agreement”), by


 






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and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, 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 Midland Loan Services, a Division of PNC Bank, National Association, 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
and 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 April 2019 (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 (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.



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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 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



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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:


 






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		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                                              with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered
                                                              certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement
                                                              any of its provisions which may be inconsistent with any other provisions therein or to correct any error;



 





		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder, or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(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



 


 






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		 	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
Companion Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;



 


		(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 Companion Loan Rating Agency Confirmations with respect to any Serviced Companion
Loan Securities; 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 is 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 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 Companion Loan Rating Agency Confirmations have been obtained with
respect to any Serviced Companion Loan Securities;



 


		(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



 






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		(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 or rights 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
or Whole 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
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 under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each 



 






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		 	Rating Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities 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 under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be
included in the Pooling and Servicing Agreement by the Non-Serviced Intercreditor Agreement without the consent of the holder
of the related Non-Serviced Companion Loan(s).


 


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-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class
C and Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage
Loans and each REO Property is greater than or equal to 5.0% of the aggregate Principal Balance of the Mortgage Loans as of the
Cut-Off Date, to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property)


 


 



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pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the
certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate
Registrar has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing
Agreement and makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency
of the Certificates or the Mortgage Loans.


 



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IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-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: March 6, 2019


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-SB Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: March 6, 2019


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in
its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




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ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-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



  




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DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of the
Assignee(s) for the purpose of receiving notices and distributions: _________________________________________ Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account
of __________________________ account number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.


 


		By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number



 






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EXHIBIT
A-6


 


CSAIL 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, 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-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-6-1


     


    

 


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-6-2


     


    

 


CSAIL 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, CLASS X-A


 


	Pass-Through Rate:  Variable IO	 	 
	 	 	 
	First Distribution Date: April 17, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in March 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after March 2019, the date that would have been its Due Date in March 2019 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: $642,669,000	 	 
	 	 	 
	CUSIP: [__]


 


ISIN: [__] 



	 	Initial Notional Amount of this Certificate: $[__] 
	 	 	 
	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
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-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 R Certificates (together
with the Class X-A Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”).


 





This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of March 1, 2019 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo




    A-6-3


     


    

Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, 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 Midland Loan Services, a Division of PNC Bank, National Association, 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
and 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 April 2019 (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 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-6-4


     


    

 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate 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 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



    A-6-5


     


    

 


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-6-6


     


    

 


		(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 under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder, or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(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






 






    A-6-7


     


    

 


		 	

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 Companion Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;




 


		(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 Companion Loan Rating Agency Confirmations with respect to any Serviced Companion
Loan Securities; 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 is 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 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 Companion Loan Rating Agency Confirmations have been obtained with
respect to any Serviced Companion Loan Securities;



 


		(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



 






    A-6-8


     


    

 


 


		(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 or rights 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
or Whole 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
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 under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each






 






    A-6-9


     


    

 


 


		  	

Rating Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities 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 under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be
included in the Pooling and Servicing Agreement by the Non-Serviced Intercreditor Agreement without the consent of the holder
of the related Non-Serviced Companion Loan(s).


 


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-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class
C and Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage
Loans and each REO Property is greater than or equal to 5.0% of the aggregate Principal Balance of the Mortgage Loans as of the
Cut-Off Date, to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property)


 



    A-6-10


     


    




 


pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the
certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate
Registrar has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing
Agreement and makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency
of the Certificates or the Mortgage Loans.


 




    A-6-11


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class 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: March 6, 2019


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: March 6, 2019


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in
its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-6-12


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class X-A Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


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


 


Date: _________________


 





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



  




    A-6-13


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of the
Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account
of __________________________ account number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.


 


		By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number



 






    A-6-14


     


    







 


EXHIBIT
A-7


 


CSAIL 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, 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-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 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, CLASS X-B


 


	Pass-Through Rate:  Variable IO	 	 
	 	 	 
	First Distribution Date: April 17, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in March 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after March 2019, the date that would have been its Due Date in March 2019 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:  $76,706,000	 	 
	 	 	 
	

CUSIP: [__]


 


ISIN: [__] 
	 	
        Initial Notional Amount of this
Certificate: $[__]

        

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


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of March 1, 2019 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo


 






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Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, 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 Midland Loan Services, a Division of PNC Bank, National Association, 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
and 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 April 2019 (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 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.


 






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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 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


 



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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:


 



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		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;



 





		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder, or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(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






 






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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 Companion Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;




 


		(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 Companion Loan Rating Agency Confirmations with respect to any Serviced Companion
Loan Securities; 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 is 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 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 Companion Loan Rating Agency Confirmations have been obtained with
respect to any Serviced Companion Loan Securities;



 


		(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



 






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		(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 or rights 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
or Whole 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
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 under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each






 



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Rating Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities 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 under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be
included in the Pooling and Servicing Agreement by the Non-Serviced Intercreditor Agreement without the consent of the holder
of the related Non-Serviced Companion Loan(s).


 


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-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class
C and Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage
Loans and each REO Property is greater than or equal to 5.0% of the aggregate Principal Balance of the Mortgage Loans as of the
Cut-Off Date, to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property)


 






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pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the
certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate
Registrar has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing
Agreement and makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency
of the Certificates or the Mortgage Loans.


 



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IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class 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: March 6, 2019


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: March 6, 2019


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in
its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




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ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class 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



  




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DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of the
Assignee(s) for the purpose of receiving notices and distributions: __________________________________ Distributions, if
being made by wire transfer in immediately available funds to __________________________ for the account
of __________________________ account number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.


 


		By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number



 






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EXHIBIT
A-8


 


CSAIL 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, 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


 


[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.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE DIRECTING HOLDER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE


 





 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Temporary Regulation S Global Certificate legend.



 


		3	Global Certificate legend.



 




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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.


 


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-8-2


     


    

 


CSAIL 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, CLASS X-D


 


	Pass-Through Rate:  Variable IO	 	 
	 	 	 
	First Distribution Date: April 17, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in March 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after March 2019, the date that would have been its Due Date in March 2019 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:  $26,536,000	 	 
	 	 	 
	

CUSIP: [__]


 


ISIN: [__] 




	 	
        Initial Notional Amount of this
Certificate: $[__]

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


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of March 1, 2019 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo




    A-8-3


     


    

Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, 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 Midland Loan Services, a Division of PNC Bank, National Association, 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
and 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 April 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-D Certificates for
such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be
entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
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 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-8-4


     


    

 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate 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, theSpecial 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 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 



    A-8-5


     


    

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-8-6


     


    

 


		(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 under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder, or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(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 



 






    A-8-7


     


    

 


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 Companion Loan
Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;


 


		(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 Companion Loan Rating Agency Confirmations with respect to any Serviced Companion
Loan Securities; 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 is 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 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 Companion Loan Rating Agency Confirmations have been obtained with
respect to any Serviced Companion Loan Securities;



 


		(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



 






    A-8-8


     


    

 


		(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 or rights 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
or Whole 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
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 under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each 



 






    A-8-9


     


    

 


Rating Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities 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 under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made
that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by the Non-Serviced Intercreditor
Agreement without the consent of the holder of the related Non-Serviced Companion Loan(s).


 


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-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class
C and Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage
Loans and each REO Property is greater than or equal to 5.0% of the aggregate Principal Balance of the Mortgage Loans as of the
Cut-Off Date, to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property)


 



    A-8-10


     


    

 


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-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: March 6, 2019


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: March 6, 2019


 





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


 


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


 


Date: _________________


 





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



  




    A-8-13


     


    

 


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 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, 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-9-1


     


    

 


CSAIL 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, CLASS A-S


 


	Pass-Through Rate: [_____]%	 	 
	 	 	 
	First Distribution Date: April 17, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in March 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after March 2019, the date that would have been its Due Date in March 2019 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:  $62,194,000	 	 
	 	 	 
	
        CUSIP: [__]


 


ISIN: [__] 
	 	Initial Certificate Balance of this Certificate: $[__] 
	 	 	 
	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
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 B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class NR-RR and Class R Certificates (together
with the Class A-S Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”).


 





This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of March 1, 2019 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National


 






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Association, 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 Midland Loan Services, a Division of PNC Bank, National Association, 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
and 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 April 2019 (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 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 



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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 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 



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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 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






 






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related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;




 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder, or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(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 Companion Loan
Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;



 


		(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 Companion Loan Rating Agency Confirmations with respect to any Serviced Companion
Loan Securities; 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;



 






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		(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 is 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 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 Companion Loan Rating Agency Confirmations have been obtained with
respect to any Serviced Companion Loan Securities;



 


		(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 or rights 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 



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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
or Whole 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
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 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 Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities 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 under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling



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and Servicing Agreement may be made
that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by the Non-Serviced Intercreditor
Agreement without the consent of the holder of the related Non-Serviced Companion Loan(s).


 


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-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class
C and Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage
Loans and each REO Property is greater than or equal to 5.0% of the aggregate Principal Balance of the Mortgage Loans as of the
Cut-Off Date, to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the
certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate
Registrar has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing
Agreement and makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency
of the Certificates or the Mortgage Loans.






    A-9-9


     


    

  


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: March 6, 2019


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-S Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: March 6, 2019


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in
its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




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ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-S Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


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


 


Date: _________________


 





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



  




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DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of the
Assignee(s) for the purpose of receiving notices and distributions: ____________________________ Distributions, if being made
by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________. This information is provided by ______________________________, the
Assignee(s) named above or ____________________________________ as its (their) agent.


 


		By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number



 






    A-9-12


     


    







 


EXHIBIT
A-10


 


CSAIL 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, 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-10-1


     


    

 


CSAIL 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, CLASS B


 


	Pass-Through Rate:  [______]%	 	 
	 	 	 
	First Distribution Date: April 17, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in March 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after March 2019, the date that would have been its Due Date in March 2019 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:  $37,316,000	 	 
	 	 	 
	
        CUSIP: [__]


 


ISIN: [__] 
	 	Initial Certificate Balance of this Certificate: $[__] 
	 	 	 
	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 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 C, Class D, Class E-RR, Class F-RR, Class G-RR, Class NR-RR and Class R Certificates (together with the
Class B Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein
as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of March
1, 2019 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National
Association, as Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as Asset



    A-10-2


     


    

 


Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, and Midland Loan Services, a Division of PNC Bank, National Association, 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
and 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 April 2019 (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 (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


 






    A-10-3


     


    

 


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 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



    A-10-4


     


    

 


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
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






 






    A-10-5


     


    

 


		 	

any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;




 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder, or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(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 Companion Loan
Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;



 


		(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 Companion Loan Rating Agency Confirmations with respect to any Serviced Companion
Loan Securities; 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;



 






    A-10-6


     


    

 


		(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 is 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 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 Companion Loan Rating Agency Confirmations have been obtained with
respect to any Serviced Companion Loan Securities;



 


		(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 or rights 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 



    A-10-7


     


    

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
or Whole 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
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 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 Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities 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 under the relevant provisions of the Code. Furthermore, no amendment to the Pooling 



    A-10-8


     


    

and Servicing Agreement may be made
that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by the Non-Serviced Intercreditor
Agreement without the consent of the holder of the related Non-Serviced Companion Loan(s).


 


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-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class
C and Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage
Loans and each REO Property is greater than or equal to 5.0% of the aggregate Principal Balance of the Mortgage Loans as of the
Cut-Off Date, to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations
created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and
Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the Court of St. James, living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    A-10-9


     


    

 


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: March 6, 2019


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: March 6, 2019


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in
its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-10-10


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class 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-10-11


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of the
Assignee(s) for the purpose of receiving notices and distributions: __________________________________ Distributions, if
being made by wire transfer in immediately available funds to __________________________ for the account
of __________________________ account number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.


 


		By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number



 






    A-10-12


     


    

 



EXHIBIT
A-11


 


CSAIL 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, 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-11-1


     


    

 


CSAIL 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, CLASS C


 


	Pass-Through Rate:  [____]%	 	 
	 	 	 
	First Distribution Date: April 17, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in March 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after March 2019, the date that would have been its Due Date in March 2019 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:  $39,390,000	 	 
	 	 	 
	
        CUSIP: [__]


 


ISIN: [__]




	 	Initial Certificate Balance of this Certificate: $[__] 
	 	 	 
	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 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 D, Class E-RR, Class F-RR, Class G-RR, Class NR-RR and Class R Certificates (together with the
Class C Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein
as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of March
1, 2019 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National
Association, as Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as Asset



    A-11-2


     


    

 


Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, and Midland Loan Services, a Division of PNC Bank, National Association, 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
and 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 April 2019 (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.


 


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


 






    A-11-3


     


    

 


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 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



    A-11-4


     


    

 


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
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 adersely affect in






 






    A-11-5


     


    

 


		 	

any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;




 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder, or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(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 Companion Loan
Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;



 





		(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 Companion Loan Rating Agency Confirmations with respect to any Serviced Companion
Loan Securities; 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;



 






    A-11-6


     


    

 


		(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 is 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 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 Companion Loan Rating Agency Confirmations have been obtained with
respect to any Serviced Companion Loan Securities;



 


		(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 or rights 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 



    A-11-7


     


    

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
or Whole 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
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 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 Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities 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 under the relevant provisions of the Code. Furthermore, no amendment to the Pooling 



    A-11-8


     


    

and Servicing Agreement may be made
that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by the Non-Serviced Intercreditor
Agreement without the consent of the holder of the related Non-Serviced Companion Loan(s).


 


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-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class
C and Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage
Loans and each REO Property is greater than or equal to 5.0% of the aggregate Principal Balance of the Mortgage Loans as of the
Cut-Off Date, to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations
created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and
Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the Court of St. James, living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    A-11-9


     


    

 


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: March 6, 2019


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class C Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: March 6, 2019


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in
its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-11-10


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class 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-11-11


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ____________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 


		By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number



 






    A-11-12


     


    







 


EXHIBIT
A-12


 


CSAIL 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, 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-12-1


     


    

 


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-12-2


     


    

 


CSAIL 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, CLASS D


 


	Pass-Through Rate:  [_____]%	 	 
	 	 	 
	First Distribution Date: April 17, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in March 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after March 2019, the date that would have been its Due Date in March 2019 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:  $26,536,000	 	 
	 	 	 
	

CUSIP: [__]


 


ISIN: [__]




	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	No.:  D-1	 	 


 


This certifies
that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class D Certificates. The Trust
Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and
multifamily properties 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 E-RR,
Class F-RR, Class G-RR, Class NR-RR and Class R Certificates (together with the Class D Certificates, the
“Certificates”; the Holders of Certificates are collectively referred to herein as
“Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of March 1, 2019 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset 



    A-12-3


     


    

Representations Reviewer, and Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and 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
and 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 April 2019 (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.


 


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 



    A-12-4


     


    

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 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 



    A-12-5


     


    

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
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






 






    A-12-6


     


    

 


		  	

any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;




 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder, or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(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 Companion Loan
Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;



 





		(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 Companion Loan Rating Agency Confirmations with respect to any Serviced Companion
Loan Securities; 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;



 






    A-12-7


     


    

 


 


		(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 is 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 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 Companion Loan Rating Agency Confirmations have been obtained with
respect to any Serviced Companion Loan Securities;



 


		(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 or rights 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 



    A-12-8


     


    

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
or Whole 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
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 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 Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities 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 under the relevant provisions of the Code. Furthermore, no amendment to the Pooling 



    A-12-9


     


    

and Servicing Agreement may be made
that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by the Non-Serviced Intercreditor
Agreement without the consent of the holder of the related Non-Serviced Companion Loan(s).


 


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-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class
C and Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage
Loans and each REO Property is greater than or equal to 5.0% of the aggregate Principal Balance of the Mortgage Loans as of the
Cut-Off Date, to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations
created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and
Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the Court of St. James, living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    A-12-10


     


    

  


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: March 6, 2019


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: March 6, 2019


 





	 	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 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-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 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, 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-13-1


     


    

 


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-13-2


     


    

 


CSAIL 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, CLASS E-RR


 


	Pass-Through Rate:  [_____]%	 	 
	 	 	 
	First Distribution Date: April 17, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in March 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after March 2019, the date that would have been its Due Date in March 2019 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:  $19,073,000	 	 
	 	 	 
	

CUSIP: [__]


 


ISIN: [__]




	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	
        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. The Trust
Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and
multifamily properties 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 F-RR,
Class G-RR, Class NR-RR and Class R 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 March 1, 2019 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo




    A-13-3


     


    

Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, 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 Midland Loan Services, a Division of PNC Bank, National Association, 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
and 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 April 2019 (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.


 


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 



    A-13-4


     


    

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 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 



    A-13-5


     


    

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
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






 






    A-13-6


     


    

 


		 	

related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;




 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder, or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(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 Companion Loan
Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;



 





		(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 Companion Loan Rating Agency Confirmations with respect to any Serviced Companion
Loan Securities; 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;



 






    A-13-7


     


    

 


		(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 is 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 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 Companion Loan Rating Agency Confirmations have been obtained with
respect to any Serviced Companion Loan Securities;



 


		(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 or rights 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 



    A-13-8


     


    

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
or Whole 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
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 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 Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities 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 under the relevant provisions of the Code. Furthermore, no amendment to the Pooling 



    A-13-9


     


    

and Servicing Agreement may be made
that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by the Non-Serviced Intercreditor
Agreement without the consent of the holder of the related Non-Serviced Companion Loan(s).


 


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-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class
C and Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage
Loans and each REO Property is greater than or equal to 5.0% of the aggregate Principal Balance of the Mortgage Loans as of the
Cut-Off Date, to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations
created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and
Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the Court of St. James, living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    A-13-10


     


    

  


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: March 6, 2019


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class E-RR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: March 6, 2019


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in
its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-13-11


     


    

 


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 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-13-12


     


    

 


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-13-13


     


    

 



EXHIBIT
A-14


 


CSAIL 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, 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-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 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 SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY
PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (WITHIN THE


 






    A-14-2


     


    

 


MEANING OF U.S. DEPARTMENT OF LABOR REG.
SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING AND 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-14-3


     


    

 


CSAIL 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, CLASS F-RR


 


	Pass-Through Rate: [_____]%	 	 
	 	 	 
	First Distribution Date: April 17, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in March 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after March 2019, the date that would have been its Due Date in March 2019 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:  $20,731,000	 	 
	 	 	 
	

CUSIP: [__]


 


ISIN: [__] 
	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	No.:  [F-RR-1][F-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 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 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 G-RR, Class NR-RR and Class R 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 March 1, 2019 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo




    A-14-4


     


    

Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, 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 Midland Loan Services, a Division of PNC Bank, National Association, 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
and 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 April 2019 (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 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 



    A-14-5


     


    

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 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 



    A-14-6


     


    

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
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






 






    A-14-7


     


    

 


		 	

related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;




 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder, or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(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 Companion Loan Rating Agency Confirmations
with respect to any Serviced Companion Loan Securities;

                                                                                




 





		(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 Companion Loan Rating Agency Confirmations with respect to any Serviced Companion
Loan Securities; 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;



 






    A-14-8


     


    

 


 


		(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 is 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 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 Companion Loan Rating Agency Confirmations have been obtained with
respect to any Serviced Companion Loan Securities;



 


		(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 or rights 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 



    A-14-9


     


    

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
or Whole 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
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 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 Companion Loan Rating Agency Confirmations
with respect to any Serviced Companion Loan Securities 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 under the relevant provisions of the Code. Furthermore, no amendment to the Pooling 



    A-14-10


     


    

and Servicing Agreement may be made
that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by the Non-Serviced Intercreditor
Agreement without the consent of the holder of the related Non-Serviced Companion Loan(s).


 


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-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class
C and Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage
Loans and each REO Property is greater than or equal to 5.0% of the aggregate Principal Balance of the Mortgage Loans as of the
Cut-Off Date, to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations
created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and
Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the Court of St. James, living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    A-14-11


     


    

 


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: March 6, 2019


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class F-RR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: March 6, 2019


 





	 	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 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-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 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, 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 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 SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY
PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (WITHIN THE


 






    A-15-2


     


    

 


MEANING OF U.S. DEPARTMENT OF LABOR REG.
SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING AND 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 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, CLASS G-RR


 


	Pass-Through Rate: [_____]%	 	 
	 	 	 
	First Distribution Date: April 17, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in March 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after March 2019, the date that would have been its Due Date in March 2019 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:  $9,329,000	 	 
	 	 	 
	

CUSIP: [__]


 


ISIN: [__] 
	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	No.:  [G-RR-1][G-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 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 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 NR-RR and Class R 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 March 1, 2019 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo




    A-15-4


     


    

Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, 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 Midland Loan Services, a Division of PNC Bank, National Association, 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
and 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 April 2019 (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 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 



    A-15-5


     


    

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 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 



    A-15-6


     


    

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
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






 






    A-15-7


     


    

 


		  	

related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;




 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder, or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(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 Companion Loan Rating Agency Confirmations with respect to any Serviced Companion Loan
                                                                                             Securities;

                                                                                








 


		(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 Companion Loan Rating Agency Confirmations with respect to any Serviced Companion
Loan Securities; 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;



 






    A-15-8


     


    

 


		(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 is 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 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 Companion Loan Rating Agency Confirmations have been obtained with
respect to any Serviced Companion Loan Securities;



 





		(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 or rights 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 



    A-15-9


     


    

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
or Whole 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
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 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 Companion Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities 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 under the relevant provisions of the Code. Furthermore, no amendment to the Pooling 



    A-15-10


     


    

and Servicing Agreement may be made
that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by the Non-Serviced Intercreditor
Agreement without the consent of the holder of the related Non-Serviced Companion Loan(s).


 


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-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class
C and Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage
Loans and each REO Property is greater than or equal to 5.0% of the aggregate Principal Balance of the Mortgage Loans as of the
Cut-Off Date, to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations
created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and
Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the Court of St. James, living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    A-15-11


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class 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: March 6, 2019


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class G-RR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: March 6, 2019


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

                    not in its individual capacity but solely as Authenticating Agent

	 	 	 
	 	By:	 
	 	 	Authorized Signatory






 




    A-15-12


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class 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-15-13


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of the
Assignee(s) for the purpose of receiving notices and distributions: ________________________ Distributions, if being made by
wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________. This information is provided by ______________________________, the
Assignee(s) named above or ____________________________________ as its (their) agent.


 





		By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



 




    A-15-14


     


    

 


EXHIBIT
A-16


 


CSAIL 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, 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 SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY
PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (WITHIN THE


 






    A-16-2


     


    

 


MEANING OF U.S. DEPARTMENT OF LABOR REG.
SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING AND 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 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, CLASS NR-RR


 


	Pass-Through Rate: [_____]%	 	 
	 	 	 
	First Distribution Date: April 17, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in March 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after March 2019, the date that would have been its Due Date in March 2019 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:  $34,207,166	 	 
	 	 	 
	

CUSIP: [__]


 


ISIN: [__] 
	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	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. The Trust
Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and
multifamily properties 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 and Class R 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 March 1, 2019 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo




    A-16-4


     


    

Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, 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 Midland Loan Services, a Division of PNC Bank, National Association, 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
and 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 April 2019 (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.


 


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 



    A-16-5


     


    

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 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 



    A-16-6


     


    

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
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






 






    A-16-7


     


    

		 	

related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;




 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder, or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(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 Companion Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;

                                                                                




 





		(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 Companion Loan Rating Agency Confirmations with respect to any Serviced Companion
Loan Securities; 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;



 






    A-16-8


     


    

 


		(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 is 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 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 Companion Loan Rating Agency Confirmations have been obtained with
respect to any Serviced Companion Loan Securities;



 


		(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 or rights 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 



    A-16-9


     


    

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
or Whole 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
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 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 Companion Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities 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 under the relevant provisions of the Code. Furthermore, no amendment to the Pooling 



    A-16-10


     


    

and Servicing Agreement may be made
that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by the Non-Serviced Intercreditor
Agreement without the consent of the holder of the related Non-Serviced Companion Loan(s).


 


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-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class
C and Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage
Loans and each REO Property is greater than or equal to 5.0% of the aggregate Principal Balance of the Mortgage Loans as of the
Cut-Off Date, to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations
created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and
Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the Court of St. James, living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    A-16-11


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class 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: March 6, 2019


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class NR-RR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: March 6, 2019


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

                    not in its individual capacity but solely as Authenticating Agent

	 	 	 
	 	By:	 
	 	 	Authorized Signatory






 




    A-16-12


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class 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-16-13


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of the
Assignee(s) for the purpose of receiving notices and distributions: ________________________ Distributions, if being made by
wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________. This information is provided by ______________________________, the
Assignee(s) named above or ____________________________________ as its (their) agent.


 



		By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


  




    A-16-14


     


    

 


EXHIBIT
A-17


 


CSAIL 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, 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 PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED BY
OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR
A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT
IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF 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 CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED
THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S.


 






    A-17-1


     


    

 


TAX 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. BECAUSE THIS CERTIFICATE REPRESENTS MULTIPLE “NONECONOMIC RESIDUAL
INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E 1(c), 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-17-2


     


    

 


CSAIL 2019-C15
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2019-C15, CLASS R


 


	Percentage Interest:  N/A	 	 
	 	 	 
	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in March 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after March 2019, the date that would have been its Due Date in March 2019 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).	 	 
	 	 	 


	No.:  R-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 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 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 and Class NR-RR 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 March 1, 2019 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, 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 Midland Loan Services, a Division of PNC Bank, National 



    A-17-3


     


    

Association, 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 Certificate Administrator shall be the “partnership representative” (within
the meaning of Section 6223 of the Code for each Trust REMIC). The Certificate Administrator makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates and 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 April 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of the aggregate amount, if any, allocable to the Class R Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the
Persons in whose names the Certificates are registered at the close of business on each Record Date, which will be the close
of business on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs.
Distributions are required to be made (a) by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder provided the
Certificate Administrator with written wiring instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution Dates), or
otherwise (b) by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution on
each Certificate will be made in like manner, but only upon presentment and 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 



    A-17-4


     


    

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 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).


 



    A-17-5


     


    




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-17-6


     


    




		(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 under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder, or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(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






 






    A-17-7


     


    

 


		 	

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 Companion Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;




 


		(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 Companion Loan Rating Agency Confirmations with respect to any Serviced Companion
Loan Securities; 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 is 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 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 Companion Loan Rating Agency Confirmations have been obtained with
respect to any Serviced Companion Loan Securities;



 


		(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



 


 



    A-17-8


     


    




 


		(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 or rights 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
or Whole 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
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 under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each






 


 






    A-17-9


     


    

 


		 	

Rating Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities 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 under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be
included in the Pooling and Servicing Agreement by the Non-Serviced Intercreditor Agreement without the consent of the holder
of the related Non-Serviced Companion Loan(s).


 


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-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class
C and Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage
Loans and each REO Property is greater than or equal to 5.0% of the aggregate Principal Balance of the Mortgage Loans as of the
Cut-Off Date, to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property)



    A-17-10


     


    

 pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the
certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate
Registrar has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing
Agreement and makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency
of the Certificates or the Mortgage Loans.


 




    A-17-11


     


    

 


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: March 6, 2019


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class R Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: March 6, 2019


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

                    not in its individual capacity but solely as Authenticating Agent

	 	 	 
	 	By:	 
	 	 	Authorized Signatory






 




    A-17-12


     


    

 


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-17-13


     


    

 


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-17-14


     


    





EXHIBIT
B


MORTGAGE LOAN SCHEDULE


 




    B-1 


     


    



 


	CSAIL
    2019-C15
	MORTGAGE
    LOAN SCHEDULE




 


	Loan ID #	Originator	Loan Seller	Deal Name	Mortgagor Name	Property Address	City	State	Zip Code	County	Size	Measure	Mortgage Rate in Effect at Origination (%)	Net Mortgage Rate in Effect at the Cut-off Date (%)	Companion Loan Mortgage Rate in Effect at Origination (%)	Companion Loan Net Mortgage Rate in Effect at the Cut-off Date (%)	Original Principal Balance	Cut-off Principal Balance
	1	Column Financial, Inc.	Column	Darden Headquarters	Orlando Garden Property LLC	1000 Darden Center Drive	Orlando	FL	32837	Orange	525,000	Square Feet	4.7700000%	4.7561800%	4.7700000%	4.7561800%	$80,000,000	$80,000,000
	2	Column Financial, Inc.	Column	Embassy Suites Portland Washington Square	Washington Square Property Investment LLC	9000 Washington Square	Tigard	OR	97223	Washington	356	Rooms	5.3040000%	5.2901800%	NAP	NAP	$56,250,000	$56,250,000
	3	Column Financial, Inc.	Column	SITE JV Portfolio	DT Ahwatukee Foothills LLC; DT Connecticut Commons LLC; DT Prado LLC; DT Brookside LLC; DT Independence Commons LLC; DT Route 22 Retail LLC; DT Poyner Place LP; DT University Centre LP; DT University Centre Outparcel LP; DT Ashley Crossing LLC; DT Commonwealth

Center II LLC	Various	Various	Various	Various	Various	3,410,366	Square Feet	4.8000000%	4.7849300%	4.8000000%	4.7849300%	$50,000,000	$50,000,000
	3.01	 	Column	Ahwatukee Foothills Towne Center	 	4711 East Ray Road	Phoenix	AZ	85044	Maricopa	688,099	Square Feet	 	 	 	 	$12,822,656	$12,822,656
	3.02	 	Column	Connecticut Commons	 	282 New Britain Avenue	Plainville	CT	06062	Hartford	566,128	Square Feet	 	 	 	 	$7,661,259	$7,661,259
	3.03	 	Column	Independence Commons	 	19000 East 39th Street South	Independence	MO	64057	Jackson	385,803	Square Feet	 	 	 	 	$5,887,132	$5,887,132
	3.04	 	Column	Brookside Marketplace	 	7212 West 191st Street	Tinley Park	IL	60487	Will	316,901	Square Feet	 	 	 	 	$4,758,042	$4,758,042
	3.05	 	Column	University Centre	 	322-412 South College Road	Wilmington	NC	28403	New Hanover	418,099	Square Feet	 	 	 	 	$4,451,581	$4,451,581
	3.06	 	Column	Towne Center Prado	 	50 Barrett Parkway Northeast	Marietta	GA	30066	Cobb	286,683	Square Feet	 	 	 	 	$3,895,202	$3,895,202
	3.07	 	Column	Poyner Place	 	7900 Old Wake Forest Road	Raleigh	NC	27616	Wake	258,839	Square Feet	 	 	 	 	$3,459,733	$3,459,733
	3.08	 	Column	Route 22 Retail Center	 	2700 US-22 East	Union	NJ	07083	Union	112,253	Square Feet	 	 	 	 	$2,596,756	$2,596,756
	3.09	 	Column	Commonwealth Center	 	4600-5000 Commonwealth Center Parkway	Midlothian	VA	23112	Chesterfield	165,611	Square Feet	 	 	 	 	$2,419,302	$2,419,302
	3.1	 	Column	Ashley Crossing	 	2245 Ashley Crossing Drive	Charleston	SC	29414	Charleston	211,950	Square Feet	 	 	 	 	$2,048,337	$2,048,337
	4	Societe Generale Financial Corporation	SGFC	787 Eleventh Avenue	Georgetown Eleventh Avenue Owners, LLC	787 Eleventh Avenue	New York	NY	10019	New York	513,638	Square Feet	4.5303169%	4.5164969%	4.5303169%	4.5164969%	$45,000,000	$45,000,000
	5	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Causeway Square 	Causeway Square LLC	1801 Northeast 123rd Street	North Miami	FL	33181	Miami-Dade	168,781	Square Feet 	5.2650000%	5.2211800%	NAP	NAP	$45,000,000	$45,000,000
	6	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Bernardus Lodge & Spa	Monterey Holdings, L.P.	415 West Carmel Valley Road	Carmel Valley	CA	93924	Monterey	73	Rooms	5.3470000%	5.3031800%	NAP	NAP	$43,500,000	$43,500,000
	7	Societe Generale	SGFC	ExchangeRight Net Leased Portfolio 24	ExchangeRight Net Leased Portfolio 24 DST	Various	Various	Various	Various	Various	337,478	Square Feet	4.5500000%	4.5361800%	4.5500000%	4.5361800%	$35,000,000	$35,000,000
	7.01	 	SGFC	BioLife Plasma Services L.P. - West Des Moines, IA	 	6380 Village View Drive	West Des Moines	IA	50266	Dallas	16,637	Square Feet	 	 	 	 	$3,509,370	$3,509,370
	7.02	 	SGFC	BioLife Plasma Services L.P. - Mt. Juliet, TN	 	540 Pleasant Grove Road	Mount Juliet	TN	37122	Wilson	16,600	Square Feet	 	 	 	 	$3,035,078	$3,035,078
	7.03	 	SGFC	Walgreens - Romeoville, IL	 	347 North Independence Boulevard	Romeoville	IL	60446	Will	14,752	Square Feet	 	 	 	 	$2,275,824	$2,275,824
	7.04	 	SGFC	Walgreens - Lawrenceville, GA	 	2990 Five Forks Trickum Road	Lawrenceville	GA	30044	Gwinnett	14,997	Square Feet	 	 	 	 	$2,203,452	$2,203,452
	7.05	 	SGFC	Pick ‘n Save - Wisconsin Rapids, WI	 	900 East Riverview Expressway	Wisconsin Rapids	WI	54494	Wood	49,580	Square Feet	 	 	 	 	$2,083,264	$2,083,264
	7.06	 	SGFC	Tractor Supply - Albuquerque, NM	 	8100 2nd Street Northwest	Albuquerque	NM	87114	Bernalillo	19,021	Square Feet	 	 	 	 	$2,039,324	$2,039,324
	7.07	 	SGFC	Walgreens - Sheboygan, WI	 	3320 Business Drive	Sheboygan	WI	53081	Sheboygan	15,046	Square Feet	 	 	 	 	$1,875,196	$1,875,196
	7.08	 	SGFC	Walgreens - Oswego, IL	 	410 Chicago Road	Oswego	IL	60543	Kendall	15,005	Square Feet	 	 	 	 	$1,846,765	$1,846,765
	7.09	 	SGFC	Walgreens - Waco, TX	 	4100 Bosque Boulevard	Waco	TX	76710	McLennan	13,808	Square Feet	 	 	 	 	$1,730,453	$1,730,453
	7.1	 	SGFC	Tractor Supply - Antioch, IL	 	1325 Main Street	Antioch	IL	60002	Lake	19,041	Square Feet	 	 	 	 	$1,722,699	$1,722,699
	7.11	 	SGFC	Walgreens - Austin, TX	 	11810 Ranch Road 620 North	Cedar Park	TX	78613	Williamson	13,826	Square Feet	 	 	 	 	$1,602,511	$1,602,511
	7.12	 	SGFC	Walgreens - Flower Mound, TX	 	1101 Cross Timbers Road	Flower Mound	TX	75028	Denton	13,870	Square Feet	 	 	 	 	$1,602,511	$1,602,511
	7.13	 	SGFC	Tractor Supply - Columbia Station, OH	 	24100 Royalton Road	Columbia Station	OH	44028	Lorain	19,028	Square Feet	 	 	 	 	$1,412,536	$1,412,536
	7.14	 	SGFC	Fresenius Medical Care - Brownsville, TX	 	2600 North Coria Street	Brownsville	TX	78520	Cameron	10,325	Square Feet	 	 	 	 	$1,189,606	$1,189,606
	7.15	 	SGFC	CVS Pharmacy - Peoria Heights, IL	 	4521 North Prospect Road	Peoria Heights	IL	61614	Peoria	10,090	Square Feet	 	 	 	 	$1,045,509	$1,045,509
	7.16	 	SGFC	Advance Auto Parts - Grayslake, IL	 	995 East Belvidere Road	Grayslake	IL	60030	Lake	9,418	Square Feet	 	 	 	 	$991,877	$991,877
	7.17	 	SGFC	Dollar General - Lancaster, PA	 	3510 Marietta Avenue	Lancaster	PA	17601	Lancaster	9,167	Square Feet	 	 	 	 	$681,067	$681,067
	7.18	 	SGFC	Sherwin Williams - Painesville, OH	 	2035 Mentor Avenue	Painesville	OH	44077	Lake	4,528	Square Feet	 	 	 	 	$644,881	$644,881
	7.19	 	SGFC	Dollar General - Herminie, PA	 	205 Highland Avenue	Herminie	PA	15637	Westmoreland	9,512	Square Feet	 	 	 	 	$641,004	$641,004
	7.2	 	SGFC	Dollar General - Tallahassee, FL	 	4600 Crawfordville Road	Tallahassee	FL	32305	Leon	9,221	Square Feet	 	 	 	 	$620,973	$620,973
	7.21	 	SGFC	Dollar General - Gibsonia, PA	 	289 Oak Road	Gibsonia	PA	15044	Allegheny	9,533	Square Feet	 	 	 	 	$600,942	$600,942
	7.22	 	SGFC	Dollar General - Mansfield, OH	 	875 Woodville Road	Mansfield	OH	44907	Richland	9,226	Square Feet	 	 	 	 	$582,849	$582,849
	7.23	 	SGFC	Advance Auto Parts - McDonough, GA	 	250 Keys Ferry Street	McDonough	GA	30253	Henry	5,522	Square Feet	 	 	 	 	$551,186	$551,186
	7.24	 	SGFC	Dollar Tree - Cleveland, OH	 	12709 Bellaire Road	Cleveland	OH	44135	Cuyahoga	9,725	Square Feet	 	 	 	 	$511,123	$511,123
	8	Natixis Real Estate Capital LLC	Column	2 North 6th Place	2 North 6th Place Property Owner LLC	2 North 6th Place	Brooklyn	NY	11249	Kings	554	Units	4.5321538%	4.5183338%	4.5321538%	4.5183338%	$34,000,000	$34,000,000
	9	Societe Generale Financial Corporation; Deutsche Bank AG, New York Branch	SGFC	Saint Louis Galleria	Saint Louis Galleria L.L.C.	1155 Saint Louis Galleria	St. Louis	MO	63117	St. Louis	465,695	Square Feet	4.9967708%	4.9817008%	4.9967708%	4.9817008%	$33,520,755	$33,520,755
	10	BSPRT CMBS Finance, LLC	BSPRT	Courtyard San Antonio Riverwalk	Riverwalk CY, LLC	207 North Saint Mary’s Street	San Antonio	TX	78205	Bexar	220	Rooms	5.3500000%	5.3361800%	NAP	NAP	$27,800,000	$27,800,000
	11	Column Financial, Inc.	Column	Georgetown Squared & Seattle Design Center	SDC Creative LLC	5701 & 5601 Sixth Avenue South, 406, 412 and 416 South Orcas Street and 5616 4th Avenue South	Seattle	WA	98101	King	430,728	Square Feet	5.0600000%	5.0449300%	5.0600000%	5.0449300%	$26,000,000	$26,000,000
	12	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Temperance Industrial	7111 Crabb Road LLC	7111 Crabb Road	Temperance	MI	48182	Monroe	756,856	Square Feet 	5.3200000%	5.2761800%	NAP	NAP	$25,750,000	$25,577,065
	13	Column Financial, Inc.	Column	Continental Towers	CT Acquisitions, LLC	1701 West Golf Road	Rolling Meadows	IL	60008	Cook	910,717	Square Feet	4.7500000%	4.7349300%	4.7500000%	4.7349300%	$25,000,000	$25,000,000
	14	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Culver City Medical	Stanford Culver, LLC	3831 Hughes Avenue 	Culver City	CA	90232	Los Angeles	56,587	Square Feet 	4.6600000%	4.6161800%	NAP	NAP	$25,000,000	$25,000,000
	15	Societe Generale	SGFC	Nebraska Crossing	Omaha Outlets SPE, LLC	21209-21417 Nebraska Crossing Drive	Gretna	NE	68028	Sarpy	367,047	Square Feet	5.2100000%	5.1961800%	5.2100000%	5.1961800%	$23,500,000	$23,500,000
	16	Grass River Real Estate Credit Partners REIT LLC	3650 REIT	Desert Marketplace	Durango Warm Springs III, LLC 	8435-8595 West Warm Springs Road	Las Vegas 	NV	89113	Clark	186,872	Square Feet 	5.4150000%	5.3711800%	5.4150000%	5.3711800%	$23,000,000	$23,000,000
	17	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	One Lincoln Center	Baruch Lincoln, LLC; Baruch Lincoln II, LLC	110 West Fayette Street 	Syracuse 	NY	13202	Onondaga	305,598	Square Feet 	5.4000000%	5.3561800%	NAP	NAP	$22,750,000	$22,750,000
	18	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	WHG Portfolio	WHG SU Atlanta LLC; WHG SU Casselberry LLC; WHG SU Columbus LLC; WHG SU Concord LLC; WHG Su Dellagates LLC	Various	Various	Various	Various	Various	656	Rooms	5.2550000%	5.2111800%	NAP	NAP	$20,500,000	$20,500,000
	18.01	 	3650 REIT	HomeTowne Studios - Casselberry, FL	 	210 North Oxford Road	Casselberry	FL	32707	Seminole	143	Rooms	 	 	 	 	$6,050,000	$6,050,000
	18.02	 	3650 REIT	HomeTowne Studios - Delegates, FL	 	9435 Delegates Drive	Orlando	FL	32837	Orange	142	Rooms	 	 	 	 	$4,600,000	$4,600,000
	18.03	 	3650 REIT	HomeTowne Studios - Concord, NC	 	7725 Sossamon Lane Northwest	Concord	NC	28027	Cabarrus	101	Rooms	 	 	 	 	$3,750,000	$3,750,000
	18.04	 	3650 REIT	HomeTowne Studios - Chamblee, GA	 	2050 Peachtree Industrial Ct	Chamblee	GA	30341	DeKalb	149	Rooms	 	 	 	 	$3,700,000	$3,700,000
	18.05	 	3650 REIT	HomeTowne Studios - Columbus, OH	 	6275 Quarter Horse Drive	Columbus	OH	43229	Franklin	121	Rooms	 	 	 	 	$2,400,000	$2,400,000
	19	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Country Club Corners	TKG Deland Perm, LLC 	2295, 2337, 2417, and 2431 South Woodland Boulevard	Deland 	FL	32724	Volusia	91,018	Square Feet 	5.1126829%	5.0688629%	NAP	NAP	$20,500,000	$20,500,000
	20	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Route 66 Promenade	Regal Asset Group, LLC; California Market Holdings, LLC; Harvard Holdings, LLC	1800-1854 East Route 66 and 625 & 645 South Lone Hill Avenue	Glendora	CA	91740	Los Angeles	77,624	Square Feet 	4.9000000%	4.8561800%	NAP	NAP	$18,500,000	$18,500,000
	21	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Mesa Royale Senior Apartments 	Mesa Royale 152, LLC	1825 North Stapley Drive	Mesa	AZ	85203	Maricopa	152	Units 	4.7100000%	4.6661800%	NAP	NAP	$15,600,000	$15,600,000
	22	BSPRT CMBS Finance, LLC	BSPRT	Town Point Center 	Town Point Center LLC	150 Boush Street	Norfolk	VA	23510	Norfolk City	132,583	Square Feet	5.3500000%	5.3361800%	NAP	NAP	$15,300,000	$15,300,000
	23	BSPRT CMBS Finance, LLC	BSPRT	Brooklyn Multifamily Portfolio	141 Troutman LLC; 243 Suydam LLC; Union Residence LLC	Various	Brooklyn	NY	Various	Kings	22	Units	5.6000000%	5.5861800%	NAP	NAP	$14,000,000	$14,000,000
	23.01	 	BSPRT	555-557 Union Street	 	555-557 Union Street	Brooklyn	NY	11215	Kings	8	Units	 	 	 	 	$7,300,000	$7,300,000
	23.02	 	BSPRT	141 Troutman Street	 	141 Troutman Street	Brooklyn	NY	11206	Kings	6	Units	 	 	 	 	$3,450,000	$3,450,000
	23.03	 	BSPRT	243 Suydam Street	 	243 Suydam Street	Brooklyn	NY	11237	Kings	8	Units	 	 	 	 	$3,250,000	$3,250,000
	24	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Homewood Suites by Hilton Concord Charlotte	Naman Speedway II, LLC	7200 Scott Padgett Parkway	Concord	NC	28027	Cabarrus	115	Rooms	5.2100000%	5.1661800%	NAP	NAP	$14,000,000	$13,965,559
	25	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Hampton Inn & Suites Fayetteville	Naman Wilmington II, LLC	2065 Cedar Creek Road	Fayetteville	NC	28312	Cumberland	114	Rooms	5.1000000%	5.0561800%	NAP	NAP	$11,500,000	$11,386,315
	26	Column Financial, Inc.; Wells Fargo Bank, National Association	Column	Prudential - Digital Realty Portfolio	Digital-PR Toyama, LLC; Digital-PR Old Ironsides 1, LLC; Digital-PR Old Ironsides 2, LLC; Digital-PR FAA, LLC; BNY-Somerset NJ, LLC; Digital-PR Mason King Court, LLC; Digital-PR Beaumeade Circle, LLC; Digital-PR Devin Shafron E, LLC	Various	Various	Various	Various	Various	1,042,933	Square Feet	4.5575000%	4.5424300%	4.5575000%	4.5424300%	$11,000,000	$11,000,000
	26.01	 	Column	14901 FAA Boulevard	 	14901 FAA Boulevard	Fort Worth	TX	76155	Tarrant	263,700	Square Feet	 	 	 	 	$2,220,755	$2,220,755
	26.02	 	Column	4650 Old Ironsides Drive	 	4650 Old Ironsides Drive	Santa Clara	CA	95054	Santa Clara	124,383	Square Feet	 	 	 	 	$1,940,566	$1,940,566
	26.03	 	Column	43790 Devin Shafron Drive	 	43790 Devin Shafron Drive	Ashburn	VA	20147	Loudoun	152,138	Square Feet	 	 	 	 	$1,566,981	$1,566,981
	26.04	 	Column	636 Pierce Street	 	636 Pierce Street	Somerset	NJ	08873	Somerset	108,336	Square Feet	 	 	 	 	$1,302,358	$1,302,358
	26.05	 	Column	21551 Beaumeade Circle	 	21551 Beaumeade Circle	Ashburn	VA	20147	Loudoun	152,504	Square Feet	 	 	 	 	$1,172,642	$1,172,642
	26.06	 	Column	7505 Mason King Court	 	7505 Mason King Court	Manassas	VA	20109	Prince William	109,650	Square Feet	 	 	 	 	$1,016,981	$1,016,981
	26.07	 	Column	4700 Old Ironsides Drive	 	4700 Old Ironsides Drive	Santa Clara	CA	95054	Santa Clara	90,139	Square Feet	 	 	 	 	$991,038	$991,038
	26.08	 	Column	444 Toyama Drive	 	444 Toyama Drive	Sunnyvale	CA	94089	Santa Clara	42,083	Square Feet	 	 	 	 	$788,679	$788,679
	27	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Hampton Inn & Suites Walterboro	Naman Walterboro II, LLC	129 Cane Branch Road	Walterboro	SC	29488	Colleton	98	Rooms	5.1000000%	5.0561800%	NAP	NAP	$10,500,000	$10,396,201
	28	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Jewel Osco & State Road Plaza 	Oak Lawn Joint Venture I, L.L.C.; SUP I Oak Lawn I, LLC	8707-8767 South Ridgeland Avenue	Oak Lawn 	IL	60453	Cook	66,815	Square Feet 	4.8500000%	4.8061800%	NAP	NAP	$9,200,000	$9,200,000
	29	Regions Bank	Column	Diehl Point at Cantera	Juneau-Bell, LLC	27755-27775 Diehl Road	Warrenville	IL	60555	DuPage	88,592	Square Feet	4.7800000%	4.7661800%	NAP	NAP	$8,515,000	$8,515,000
	30	Societe Generale Financial Corporation	SGFC	Staybridge Suites Fort Worth	Highway Lodging Western Center II LP	6301 North Freeway	Fort Worth	TX	76131	Tarrant	84	Rooms	5.6800000%	5.6661800%	NAP	NAP	$7,750,000	$7,739,355
	31	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	El Camino Drive	Wilshire Camino, LLC	120 El Camino Drive	Beverly Hills	CA	90212	Los Angeles	15,121	Square Feet	4.4700000%	4.4261800%	NAP	NAP	$7,150,000	$7,150,000
	32	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Shops at College Claremont 	College & Claremont Shops, LLC 	6300 College Avenue 	Oakland 	CA	94705	Alameda	9,498	Square Feet 	5.0850000%	5.0411800%	NAP	NAP	$6,500,000	$6,500,000
	33	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	R&R REIT Extended Stay	WHG SU Bentonville LP; WHG SU Covington LP	Various	Various	Various	Various	Various	257	Rooms	5.1400000%	5.0961800%	NAP	NAP	$6,100,000	$6,079,030
	33.01	 	3650 REIT	HomeTowne Covington	 	9161 City Pond Road 	Covington 	GA	30014	Newton	139	Rooms	 	 	 	 	$3,700,000	$3,687,281
	33.02	 	3650 REIT	HomeTowne Bentonville 	 	200 Southwest Suburban Drive	Bentonville 	AR	72712	Benton	118	Rooms	 	 	 	 	$2,400,000	$2,391,750
	34	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Charlotte Storage Portfolio	Go Store it Rock Hill, LLC; Go Store it Mooresville, LLC	Various	Various	Various	Various	Various	78,797	Square Feet	5.1950000%	5.1511800%	NAP	NAP	$4,500,000	$4,500,000
	34.01	 	3650 REIT	Mooresville Storage	 	196 East Plaza Drive	Mooresville	NC	28115	Iredell	N/A	N/A	 	 	 	 	 	 
	34.02	 	3650 REIT	Rock Hill Storage	 	1450 Celanese Road & 1015 Park Avenue	Rock Hill	SC	29732	York	N/A	N/A	 	 	 	 	 	 
	35	Societe Generale Financial Corporation	SGFC	Gold Country Center	American Blue Stars LLC	781 CA Highway 49	Jackson	CA	95642	Amador	67,665	Square Feet	4.8600000%	4.8461800%	NAP	NAP	$3,900,000	$3,900,000
	36	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	CVS - Greenfield, IN	Mock Greenfield, LLC	1233 North State Street	Greenfield	IN	46140	Hancock	10,125	Square Feet	4.7870000%	4.7431800%	NAP	NAP	$3,700,000	$3,621,886


 


    


     


    

 


	CSAIL
    2019-C15
	MORTGAGE
    LOAN SCHEDULE




 


	Loan ID #	Originator	Loan Seller	Deal Name	Original Term	Remaining Term	Maturity/ARD Date	Amortiziation Term	Remaining Amortization Term for Balloon Loans	Companion Loan Cut-off Principal Balance	Companion Loan Original Term	Companion Loan Remaining Term	Companion Loan Maturity/ARD Date	Companion Loan Amortiziation Term	Companion Loan Remaining Amortization Term for Balloon Loans
	1	Column Financial, Inc.	Column	Darden Headquarters	120	118	1/6/2029	0	0	$30,000,000	120	118	1/6/2029	0	0
	2	Column Financial, Inc.	Column	Embassy Suites Portland Washington Square	120	119	2/6/2029	360	360	NAP	NAP	NAP	NAP	NAP	NAP
	3	Column Financial, Inc.	Column	SITE JV Portfolio	64	61	4/6/2024	0	0	$170,000,000	64	61	4/6/2024	0	0
	3.01	 	Column	Ahwatukee Foothills Towne Center	 	 	 	 	 	 	 	 	 	 	 
	3.02	 	Column	Connecticut Commons	 	 	 	 	 	 	 	 	 	 	 
	3.03	 	Column	Independence Commons	 	 	 	 	 	 	 	 	 	 	 
	3.04	 	Column	Brookside Marketplace	 	 	 	 	 	 	 	 	 	 	 
	3.05	 	Column	University Centre	 	 	 	 	 	 	 	 	 	 	 
	3.06	 	Column	Towne Center Prado	 	 	 	 	 	 	 	 	 	 	 
	3.07	 	Column	Poyner Place	 	 	 	 	 	 	 	 	 	 	 
	3.08	 	Column	Route 22 Retail Center	 	 	 	 	 	 	 	 	 	 	 
	3.09	 	Column	Commonwealth Center	 	 	 	 	 	 	 	 	 	 	 
	3.1	 	Column	Ashley Crossing	 	 	 	 	 	 	 	 	 	 	 
	4	Societe Generale Financial Corporation	SGFC	787 Eleventh Avenue	120	119	02/08/2029	0	0	$130,000,000	120	119	02/08/2029	0	0
	5	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Causeway Square 	120	116	11/5/2028	360	360	NAP	NAP	NAP	NAP	NAP	NAP
	6	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Bernardus Lodge & Spa	120	115	10/5/2028	360	360	NAP	NAP	NAP	NAP	NAP	NAP
	7	Societe Generale	SGFC	ExchangeRight Net Leased Portfolio 24	120	116	11/01/2028	0	0	$19,165,000	120	116	11/01/2028	0	0
	7.01	 	SGFC	BioLife Plasma Services L.P. - West Des Moines, IA	 	 	 	 	 	 	 	 	 	 	 
	7.02	 	SGFC	BioLife Plasma Services L.P. - Mt. Juliet, TN	 	 	 	 	 	 	 	 	 	 	 
	7.03	 	SGFC	Walgreens - Romeoville, IL	 	 	 	 	 	 	 	 	 	 	 
	7.04	 	SGFC	Walgreens - Lawrenceville, GA	 	 	 	 	 	 	 	 	 	 	 
	7.05	 	SGFC	Pick ‘n Save - Wisconsin Rapids, WI	 	 	 	 	 	 	 	 	 	 	 
	7.06	 	SGFC	Tractor Supply - Albuquerque, NM	 	 	 	 	 	 	 	 	 	 	 
	7.07	 	SGFC	Walgreens - Sheboygan, WI	 	 	 	 	 	 	 	 	 	 	 
	7.08	 	SGFC	Walgreens - Oswego, IL	 	 	 	 	 	 	 	 	 	 	 
	7.09	 	SGFC	Walgreens - Waco, TX	 	 	 	 	 	 	 	 	 	 	 
	7.1	 	SGFC	Tractor Supply - Antioch, IL	 	 	 	 	 	 	 	 	 	 	 
	7.11	 	SGFC	Walgreens - Austin, TX	 	 	 	 	 	 	 	 	 	 	 
	7.12	 	SGFC	Walgreens - Flower Mound, TX	 	 	 	 	 	 	 	 	 	 	 
	7.13	 	SGFC	Tractor Supply - Columbia Station, OH	 	 	 	 	 	 	 	 	 	 	 
	7.14	 	SGFC	Fresenius Medical Care - Brownsville, TX	 	 	 	 	 	 	 	 	 	 	 
	7.15	 	SGFC	CVS Pharmacy - Peoria Heights, IL	 	 	 	 	 	 	 	 	 	 	 
	7.16	 	SGFC	Advance Auto Parts - Grayslake, IL	 	 	 	 	 	 	 	 	 	 	 
	7.17	 	SGFC	Dollar General - Lancaster, PA	 	 	 	 	 	 	 	 	 	 	 
	7.18	 	SGFC	Sherwin Williams - Painesville, OH	 	 	 	 	 	 	 	 	 	 	 
	7.19	 	SGFC	Dollar General - Herminie, PA	 	 	 	 	 	 	 	 	 	 	 
	7.2	 	SGFC	Dollar General - Tallahassee, FL	 	 	 	 	 	 	 	 	 	 	 
	7.21	 	SGFC	Dollar General - Gibsonia, PA	 	 	 	 	 	 	 	 	 	 	 
	7.22	 	SGFC	Dollar General - Mansfield, OH	 	 	 	 	 	 	 	 	 	 	 
	7.23	 	SGFC	Advance Auto Parts - McDonough, GA	 	 	 	 	 	 	 	 	 	 	 
	7.24	 	SGFC	Dollar Tree - Cleveland, OH	 	 	 	 	 	 	 	 	 	 	 
	8	Natixis Real Estate Capital LLC	Column	2 North 6th Place	120	113	8/5/2028	0	0	$126,600,000	120	113	8/5/2028	0	0
	9	Societe Generale Financial Corporation; Deutsche Bank AG, New York Branch	SGFC	Saint Louis Galleria	120	116	11/01/2028	360	360	$206,479,245	120	116	11/01/2028	360	360
	10	BSPRT CMBS Finance, LLC	BSPRT	Courtyard San Antonio Riverwalk	120	118	1/6/2029	0	0	NAP	NAP	NAP	NAP	NAP	NAP
	11	Column Financial, Inc.	Column	Georgetown Squared & Seattle Design Center	120	114	9/6/2028	360	360	$65,000,000	120	114	9/6/2028	360	360
	12	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Temperance Industrial	120	114	9/5/2028	360	354	NAP	NAP	NAP	NAP	NAP	NAP
	13	Column Financial, Inc.	Column	Continental Towers	120	114	9/6/2028	0	0	$59,500,000	120	114	9/6/2028	0	0
	14	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Culver City Medical	120	118	1/5/2029	0	0	NAP	NAP	NAP	NAP	NAP	NAP
	15	Societe Generale	SGFC	Nebraska Crossing	120	116	11/01/2028	360	360	$48,000,000	120	116	11/01/2028	360	360
	16	Grass River Real Estate Credit Partners REIT LLC	3650 REIT	Desert Marketplace	120	116	11/5/2028	360	360	$10,000,000	120	116	11/5/2028	360	360
	17	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	One Lincoln Center	120	118	1/5/2029	360	360	NAP	NAP	NAP	NAP	NAP	NAP
	18	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	WHG Portfolio	120	113	8/5/2028	300	300	NAP	NAP	NAP	NAP	NAP	NAP
	18.01	 	3650 REIT	HomeTowne Studios - Casselberry, FL	 	 	 	 	 	 	 	 	 	 	 
	18.02	 	3650 REIT	HomeTowne Studios - Delegates, FL	 	 	 	 	 	 	 	 	 	 	 
	18.03	 	3650 REIT	HomeTowne Studios - Concord, NC	 	 	 	 	 	 	 	 	 	 	 
	18.04	 	3650 REIT	HomeTowne Studios - Chamblee, GA	 	 	 	 	 	 	 	 	 	 	 
	18.05	 	3650 REIT	HomeTowne Studios - Columbus, OH	 	 	 	 	 	 	 	 	 	 	 
	19	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Country Club Corners	120	117	12/5/2028	360	360	NAP	NAP	NAP	NAP	NAP	NAP
	20	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Route 66 Promenade	120	115	10/5/2028	0	0	NAP	NAP	NAP	NAP	NAP	NAP
	21	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Mesa Royale Senior Apartments 	120	106	1/5/2028	360	360	NAP	NAP	NAP	NAP	NAP	NAP
	22	BSPRT CMBS Finance, LLC	BSPRT	Town Point Center 	120	118	1/6/2029	360	360	NAP	NAP	NAP	NAP	NAP	NAP
	23	BSPRT CMBS Finance, LLC	BSPRT	Brooklyn Multifamily Portfolio	120	118	1/6/2029	0	0	NAP	NAP	NAP	NAP	NAP	NAP
	23.01	 	BSPRT	555-557 Union Street	 	 	 	 	 	 	 	 	 	 	 
	23.02	 	BSPRT	141 Troutman Street	 	 	 	 	 	 	 	 	 	 	 
	23.03	 	BSPRT	243 Suydam Street	 	 	 	 	 	 	 	 	 	 	 
	24	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Homewood Suites by Hilton Concord Charlotte	120	118	1/5/2029	360	358	NAP	NAP	NAP	NAP	NAP	NAP
	25	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Hampton Inn & Suites Fayetteville	120	114	9/5/2028	300	294	NAP	NAP	NAP	NAP	NAP	NAP
	26	Column Financial, Inc.; Wells Fargo Bank, National Association	Column	Prudential - Digital Realty Portfolio	60	55	10/6/2023	0	0	$201,000,000	60	55	10/6/2023	0	0
	26.01	 	Column	14901 FAA Boulevard	 	 	 	 	 	 	 	 	 	 	 
	26.02	 	Column	4650 Old Ironsides Drive	 	 	 	 	 	 	 	 	 	 	 
	26.03	 	Column	43790 Devin Shafron Drive	 	 	 	 	 	 	 	 	 	 	 
	26.04	 	Column	636 Pierce Street	 	 	 	 	 	 	 	 	 	 	 
	26.05	 	Column	21551 Beaumeade Circle	 	 	 	 	 	 	 	 	 	 	 
	26.06	 	Column	7505 Mason King Court	 	 	 	 	 	 	 	 	 	 	 
	26.07	 	Column	4700 Old Ironsides Drive	 	 	 	 	 	 	 	 	 	 	 
	26.08	 	Column	444 Toyama Drive	 	 	 	 	 	 	 	 	 	 	 
	27	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Hampton Inn & Suites Walterboro	120	114	9/5/2028	300	294	NAP	NAP	NAP	NAP	NAP	NAP
	28	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Jewel Osco & State Road Plaza 	120	115	10/5/2028	360	360	NAP	NAP	NAP	NAP	NAP	NAP
	29	Regions Bank	Column	Diehl Point at Cantera	120	119	2/1/2029	0	0	NAP	NAP	NAP	NAP	NAP	NAP
	30	Societe Generale Financial Corporation	SGFC	Staybridge Suites Fort Worth	120	119	02/01/2029	360	359	NAP	NAP	NAP	NAP	NAP	NAP
	31	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	El Camino Drive	120	106	1/5/2028	0	0	NAP	NAP	NAP	NAP	NAP	NAP
	32	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Shops at College Claremont 	120	116	11/5/2028	0	0	NAP	NAP	NAP	NAP	NAP	NAP
	33	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	R&R REIT Extended Stay	120	118	1/5/2029	300	298	NAP	NAP	NAP	NAP	NAP	NAP
	33.01	 	3650 REIT	HomeTowne Covington	 	 	 	 	 	 	 	 	 	 	 
	33.02	 	3650 REIT	HomeTowne Bentonville 	 	 	 	 	 	 	 	 	 	 	 
	34	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Charlotte Storage Portfolio	120	114	9/5/2028	360	360	NAP	NAP	NAP	NAP	NAP	NAP
	34.01	 	3650 REIT	Mooresville Storage	 	 	 	 	 	 	 	 	 	 	 
	34.02	 	3650 REIT	Rock Hill Storage	 	 	 	 	 	 	 	 	 	 	 
	35	Societe Generale Financial Corporation	SGFC	Gold Country Center	120	118	01/01/2029	0	0	NAP	NAP	NAP	NAP	NAP	NAP
	36	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	CVS - Greenfield, IN	120	103	10/5/2027	360	343	NAP	NAP	NAP	NAP	NAP	NAP


 


    


     


    

 


	CSAIL
    2019-C15
	MORTGAGE
    LOAN SCHEDULE




 


	Loan ID #	Originator	Loan Seller	Deal Name	Trust Monthly

Debt Service

(IO)	Trust Monthly

Debt Service

(P&I)	Servicing Fee Rate	Master Servicing Fee Rate	Primary Servicing Fee Rate	Subservicing Fee	Accrual Type	ARD (Y/N)	Revised Rate (%)	Title Type	Crossed Collateralized Loan	Cross Defaulted Loan
	1	Column Financial, Inc.	Column	Darden Headquarters	$322,417	NAP	0.00250%	0.00125%	0.00125%	0.00000%	Actual/360	No	NAP	Fee	No	No
	2	Column Financial, Inc.	Column	Embassy Suites Portland Washington Square	$252,078	$312,499	0.00250%	0.00125%	0.00125%	0.00000%	Actual/360	No	NAP	Fee	No	No
	3	Column Financial, Inc.	Column	SITE JV Portfolio	$202,778	NAP	0.00375%	0.00125%	0.00000%	0.00250%	Actual/360	No	NAP	Fee	No	No
	3.01	 	Column	Ahwatukee Foothills Towne Center	 	 	 	 	 	 	 	 	 	Fee	 	 
	3.02	 	Column	Connecticut Commons	 	 	 	 	 	 	 	 	 	Fee	 	 
	3.03	 	Column	Independence Commons	 	 	 	 	 	 	 	 	 	Fee	 	 
	3.04	 	Column	Brookside Marketplace	 	 	 	 	 	 	 	 	 	Fee	 	 
	3.05	 	Column	University Centre	 	 	 	 	 	 	 	 	 	Fee	 	 
	3.06	 	Column	Towne Center Prado	 	 	 	 	 	 	 	 	 	Fee	 	 
	3.07	 	Column	Poyner Place	 	 	 	 	 	 	 	 	 	Fee	 	 
	3.08	 	Column	Route 22 Retail Center	 	 	 	 	 	 	 	 	 	Fee	 	 
	3.09	 	Column	Commonwealth Center	 	 	 	 	 	 	 	 	 	Fee	 	 
	3.1	 	Column	Ashley Crossing	 	 	 	 	 	 	 	 	 	Fee	 	 
	4	Societe Generale Financial Corporation	SGFC	787 Eleventh Avenue	$172,246	NAP	0.00250%	0.00125%	0.00000%	0.00125%	Actual/360	No	NAP	Fee	No	No
	5	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Causeway Square 	$200,180	$248,910	0.03250%	0.00125%	0.03125%	0.00000%	Actual/360	No	NAP	Fee	No	No
	6	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Bernardus Lodge & Spa	$196,521	$242,829	0.03250%	0.00125%	0.03125%	0.00000%	Actual/360	No	NAP	Fee	No	No
	7	Societe Generale	SGFC	ExchangeRight Net Leased Portfolio 24	$134,552	NAP	0.00250%	0.00125%	0.00125%	0.00000%	Actual/360	No	NAP	Fee	No	No
	7.01	 	SGFC	BioLife Plasma Services L.P. - West Des Moines, IA	 	 	 	 	 	 	 	 	 	Fee	 	 
	7.02	 	SGFC	BioLife Plasma Services L.P. - Mt. Juliet, TN	 	 	 	 	 	 	 	 	 	Fee	 	 
	7.03	 	SGFC	Walgreens - Romeoville, IL	 	 	 	 	 	 	 	 	 	Fee	 	 
	7.04	 	SGFC	Walgreens - Lawrenceville, GA	 	 	 	 	 	 	 	 	 	Fee	 	 
	7.05	 	SGFC	Pick ‘n Save - Wisconsin Rapids, WI	 	 	 	 	 	 	 	 	 	Fee	 	 
	7.06	 	SGFC	Tractor Supply - Albuquerque, NM	 	 	 	 	 	 	 	 	 	Fee	 	 
	7.07	 	SGFC	Walgreens - Sheboygan, WI	 	 	 	 	 	 	 	 	 	Fee	 	 
	7.08	 	SGFC	Walgreens - Oswego, IL	 	 	 	 	 	 	 	 	 	Fee	 	 
	7.09	 	SGFC	Walgreens - Waco, TX	 	 	 	 	 	 	 	 	 	Fee	 	 
	7.1	 	SGFC	Tractor Supply - Antioch, IL	 	 	 	 	 	 	 	 	 	Fee	 	 
	7.11	 	SGFC	Walgreens - Austin, TX	 	 	 	 	 	 	 	 	 	Fee	 	 
	7.12	 	SGFC	Walgreens - Flower Mound, TX	 	 	 	 	 	 	 	 	 	Fee	 	 
	7.13	 	SGFC	Tractor Supply - Columbia Station, OH	 	 	 	 	 	 	 	 	 	Fee	 	 
	7.14	 	SGFC	Fresenius Medical Care - Brownsville, TX	 	 	 	 	 	 	 	 	 	Fee	 	 
	7.15	 	SGFC	CVS Pharmacy - Peoria Heights, IL	 	 	 	 	 	 	 	 	 	Fee	 	 
	7.16	 	SGFC	Advance Auto Parts - Grayslake, IL	 	 	 	 	 	 	 	 	 	Fee	 	 
	7.17	 	SGFC	Dollar General - Lancaster, PA	 	 	 	 	 	 	 	 	 	Fee	 	 
	7.18	 	SGFC	Sherwin Williams - Painesville, OH	 	 	 	 	 	 	 	 	 	Fee	 	 
	7.19	 	SGFC	Dollar General - Herminie, PA	 	 	 	 	 	 	 	 	 	Fee	 	 
	7.2	 	SGFC	Dollar General - Tallahassee, FL	 	 	 	 	 	 	 	 	 	Fee	 	 
	7.21	 	SGFC	Dollar General - Gibsonia, PA	 	 	 	 	 	 	 	 	 	Fee	 	 
	7.22	 	SGFC	Dollar General - Mansfield, OH	 	 	 	 	 	 	 	 	 	Fee	 	 
	7.23	 	SGFC	Advance Auto Parts - McDonough, GA	 	 	 	 	 	 	 	 	 	Fee	 	 
	7.24	 	SGFC	Dollar Tree - Cleveland, OH	 	 	 	 	 	 	 	 	 	Fee	 	 
	8	Natixis Real Estate Capital LLC	Column	2 North 6th Place	$130,195	NAP	0.00250%	0.00125%	0.00125%	0.00000%	Actual/360	No	NAP	Fee	No	No
	9	Societe Generale Financial Corporation; Deutsche Bank AG, New York Branch	SGFC	Saint Louis Galleria	$141,518	$184,127	0.00375%	0.00125%	0.00000%	0.00250%	Actual/360	No	NAP	Fee	No	No
	10	BSPRT CMBS Finance, LLC	BSPRT	Courtyard San Antonio Riverwalk	$125,663	NAP	0.00250%	0.00125%	0.00125%	0.00000%	Actual/360	No	NAP	Fee	No	No
	11	Column Financial, Inc.	Column	Georgetown Squared & Seattle Design Center	$111,156	$140,529	0.00375%	0.00125%	0.00000%	0.00250%	Actual/360	No	NAP	Fee	No	No
	12	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Temperance Industrial	$102,619	$143,311	0.03250%	0.00125%	0.03125%	0.00000%	Actual/360	No	NAP	Fee	No	No
	13	Column Financial, Inc.	Column	Continental Towers	$100,333	NAP	0.00375%	0.00125%	0.00000%	0.00250%	Actual/360	No	NAP	Fee	No	No
	14	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Culver City Medical	$98,432	NAP	0.03250%	0.00125%	0.03125%	0.00000%	Actual/360	No	NAP	Fee	No	No
	15	Societe Generale	SGFC	Nebraska Crossing	$103,446	$129,186	0.00250%	0.00125%	0.00000%	0.00125%	Actual/360	No	NAP	Fee	No	No
	16	Grass River Real Estate Credit Partners REIT LLC	3650 REIT	Desert Marketplace	$105,229	$129,368	0.03250%	0.00125%	0.03125%	0.00000%	Actual/360	No	NAP	Fee	No	No
	17	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	One Lincoln Center	$103,797	$127,748	0.03250%	0.00125%	0.03125%	0.00000%	Actual/360	No	NAP	Fee	No	No
	18	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	WHG Portfolio	$91,020	$122,906	0.03250%	0.00125%	0.03125%	0.00000%	Actual/360	No	NAP	Fee	No	No
	18.01	 	3650 REIT	HomeTowne Studios - Casselberry, FL	 	 	 	 	 	 	 	 	 	Fee	 	 
	18.02	 	3650 REIT	HomeTowne Studios - Delegates, FL	 	 	 	 	 	 	 	 	 	Fee	 	 
	18.03	 	3650 REIT	HomeTowne Studios - Concord, NC	 	 	 	 	 	 	 	 	 	Fee	 	 
	18.04	 	3650 REIT	HomeTowne Studios - Chamblee, GA	 	 	 	 	 	 	 	 	 	Fee	 	 
	18.05	 	3650 REIT	HomeTowne Studios - Columbus, OH	 	 	 	 	 	 	 	 	 	Fee	 	 
	19	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Country Club Corners	$88,797	$111,476	0.03250%	0.00125%	0.03125%	0.00000%	Actual/360	No	NAP	Fee	No	No
	20	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Route 66 Promenade	$76,591	NAP	0.03250%	0.00125%	0.03125%	0.00000%	Actual/360	No	NAP	Fee	No	No
	21	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Mesa Royale Senior Apartments 	$62,080	$81,001	0.03250%	0.00125%	0.03125%	0.00000%	Actual/360	No	NAP	Fee	No	No
	22	BSPRT CMBS Finance, LLC	BSPRT	Town Point Center 	$69,160	$85,437	0.00250%	0.00125%	0.00125%	0.00000%	Actual/360	No	NAP	Fee	No	No
	23	BSPRT CMBS Finance, LLC	BSPRT	Brooklyn Multifamily Portfolio	$66,241	NAP	0.00250%	0.00125%	0.00125%	0.00000%	Actual/360	No	NAP	Fee 	No	No
	23.01	 	BSPRT	555-557 Union Street	 	 	 	 	 	 	 	 	 	Fee 	 	 
	23.02	 	BSPRT	141 Troutman Street	 	 	 	 	 	 	 	 	 	Fee 	 	 
	23.03	 	BSPRT	243 Suydam Street	 	 	 	 	 	 	 	 	 	Fee 	 	 
	24	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Homewood Suites by Hilton Concord Charlotte	NAP	$76,962	0.03250%	0.00125%	0.03125%	0.00000%	Actual/360	No	NAP	Fee	No	No
	25	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Hampton Inn & Suites Fayetteville	NAP	$67,900	0.03250%	0.00125%	0.03125%	0.00000%	Actual/360	No	NAP	Fee 	No	No
	26	Column Financial, Inc.; Wells Fargo Bank, National Association	Column	Prudential - Digital Realty Portfolio	$42,357	NAP	0.00375%	0.00125%	0.00000%	0.00250%	Actual/360	No	NAP	Fee	No	No
	26.01	 	Column	14901 FAA Boulevard	 	 	 	 	 	 	 	 	 	Fee	 	 
	26.02	 	Column	4650 Old Ironsides Drive	 	 	 	 	 	 	 	 	 	Fee	 	 
	26.03	 	Column	43790 Devin Shafron Drive	 	 	 	 	 	 	 	 	 	Fee	 	 
	26.04	 	Column	636 Pierce Street	 	 	 	 	 	 	 	 	 	Fee	 	 
	26.05	 	Column	21551 Beaumeade Circle	 	 	 	 	 	 	 	 	 	Fee	 	 
	26.06	 	Column	7505 Mason King Court	 	 	 	 	 	 	 	 	 	Fee	 	 
	26.07	 	Column	4700 Old Ironsides Drive	 	 	 	 	 	 	 	 	 	Fee	 	 
	26.08	 	Column	444 Toyama Drive	 	 	 	 	 	 	 	 	 	Fee	 	 
	27	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Hampton Inn & Suites Walterboro	NAP	$61,995	0.03250%	0.00125%	0.03125%	0.00000%	Actual/360	No	NAP	Fee	No	No
	28	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Jewel Osco & State Road Plaza 	$37,700	$48,548	0.03250%	0.00125%	0.03125%	0.00000%	Actual/360	No	NAP	Fee	No	No
	29	Regions Bank	Column	Diehl Point at Cantera	$34,389	NAP	0.00250%	0.00125%	0.00125%	0.00000%	Actual/360	No	NAP	Fee	No	No
	30	Societe Generale Financial Corporation	SGFC	Staybridge Suites Fort Worth	NAP	$44,883	0.00250%	0.00125%	0.00125%	0.00000%	Actual/360	No	NAP	Fee	No	No
	31	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	El Camino Drive	$27,004	NAP	0.03250%	0.00125%	0.03125%	0.00000%	Actual/360	No	NAP	Fee	No	No
	32	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Shops at College Claremont 	$27,926	NAP	0.03250%	0.00125%	0.03125%	0.00000%	Actual/360	No	NAP	Fee	No	No
	33	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	R&R REIT Extended Stay	NAP	$36,159	0.03250%	0.00125%	0.03125%	0.00000%	Actual/360	No	NAP	Fee	No	No
	33.01	 	3650 REIT	HomeTowne Covington	 	 	 	 	 	 	 	 	 	Fee	 	 
	33.02	 	3650 REIT	HomeTowne Bentonville 	 	 	 	 	 	 	 	 	 	Fee	 	 
	34	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Charlotte Storage Portfolio	$19,752	$24,696	0.03250%	0.00125%	0.03125%	0.00000%	Actual/360	No	NAP	Fee	No	No
	34.01	 	3650 REIT	Mooresville Storage	 	 	 	 	 	 	 	 	 	Fee	 	 
	34.02	 	3650 REIT	Rock Hill Storage	 	 	 	 	 	 	 	 	 	Fee	 	 
	35	Societe Generale Financial Corporation	SGFC	Gold Country Center	$16,014	NAP	0.00250%	0.00125%	0.00125%	0.00000%	Actual/360	No	NAP	Fee	No	No
	36	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	CVS - Greenfield, IN	NAP	$19,384	0.03250%	0.00125%	0.03125%	0.00000%	Actual/360	No	NAP	Fee	No	No


 


    


     


    

 


	CSAIL
    2019-C15
	MORTGAGE
    LOAN SCHEDULE




 


	Loan ID #	Originator	Loan Seller	Deal Name	Non-Recourse Carveout Guarantor	Letter of Credit	Upfront CapEx Reserve	Upfront Eng. Reserve	Upfront Envir. Reserve	Upfront TI/LC Reserve	Upfront RE Tax Reserve	Upfront Ins. Reserve	Upfront Debt Service Reserve	Upfront Other Reserve	Monthly Capex Reserve	Monthly Envir. Reserve	Monthly TI/LC Reserve
	1	Column Financial, Inc.	Column	Darden Headquarters	USRA Net Lease II Capital Corp.	No	$0	$0	$0	$0	$0	$0	$0	$0	Springing	$0	$0
	2	Column Financial, Inc.	Column	Embassy Suites Portland Washington Square	KAJ Investments I, Limited; Lakeview Hospitality Guarantor LLC	No	$0	$198,440	$0	$0	$185,292	$17,956	$0	$1,232,804	$63,386	$0	$0
	3	Column Financial, Inc.	Column	SITE JV Portfolio	Dividend Trust Portfolio JV LP	No	$0	$0	$0	$0	$0	$0	$0	$8,421,533	Springing	$0	Springing
	3.01	 	Column	Ahwatukee Foothills Towne Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.02	 	Column	Connecticut Commons	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.03	 	Column	Independence Commons	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.04	 	Column	Brookside Marketplace	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.05	 	Column	University Centre	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.06	 	Column	Towne Center Prado	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.07	 	Column	Poyner Place	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.08	 	Column	Route 22 Retail Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.09	 	Column	Commonwealth Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.1	 	Column	Ashley Crossing	 	 	 	 	 	 	 	 	 	 	 	 	 
	4	Societe Generale Financial Corporation	SGFC	787 Eleventh Avenue	William A. Ackman; Adam R. Flatto	No	$0	$0	$0	$0	$0	$0	$0	$46,571,799	$0	$0	Springing
	5	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Causeway Square 	Irwin Elliot Tauber	No	$0	$0	$75,000	$168,156	$561,158	$0	$0	$881,844	$2,391	$0	$12,500
	6	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Bernardus Lodge & Spa	Ensemble Investments, LLC	No	$0	$0	$0	$0	$75,000	$0	$0	$0	$53,007	$0	$0
	7	Societe Generale	SGFC	ExchangeRight Net Leased Portfolio 24	ExchangeRight Real Estate, LLC; David Fisher; Joshua Ungerecht; Warren Thomas	No	$468,128	$17,645	$0	$500,000	$73,329	$0	$0	$0	$1,803	$0	Springing
	7.01	 	SGFC	BioLife Plasma Services L.P. - West Des Moines, IA	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.02	 	SGFC	BioLife Plasma Services L.P. - Mt. Juliet, TN	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.03	 	SGFC	Walgreens - Romeoville, IL	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.04	 	SGFC	Walgreens - Lawrenceville, GA	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.05	 	SGFC	Pick ‘n Save - Wisconsin Rapids, WI	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.06	 	SGFC	Tractor Supply - Albuquerque, NM	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.07	 	SGFC	Walgreens - Sheboygan, WI	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.08	 	SGFC	Walgreens - Oswego, IL	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.09	 	SGFC	Walgreens - Waco, TX	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.1	 	SGFC	Tractor Supply - Antioch, IL	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.11	 	SGFC	Walgreens - Austin, TX	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.12	 	SGFC	Walgreens - Flower Mound, TX	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.13	 	SGFC	Tractor Supply - Columbia Station, OH	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.14	 	SGFC	Fresenius Medical Care - Brownsville, TX	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.15	 	SGFC	CVS Pharmacy - Peoria Heights, IL	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.16	 	SGFC	Advance Auto Parts - Grayslake, IL	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.17	 	SGFC	Dollar General - Lancaster, PA	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.18	 	SGFC	Sherwin Williams - Painesville, OH	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.19	 	SGFC	Dollar General - Herminie, PA	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.2	 	SGFC	Dollar General - Tallahassee, FL	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.21	 	SGFC	Dollar General - Gibsonia, PA	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.22	 	SGFC	Dollar General - Mansfield, OH	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.23	 	SGFC	Advance Auto Parts - McDonough, GA	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.24	 	SGFC	Dollar Tree - Cleveland, OH	 	 	 	 	 	 	 	 	 	 	 	 	 
	8	Natixis Real Estate Capital LLC	Column	2 North 6th Place	Jeffrey Levine	No	$0	$0	$0	$0	$0	$0	$10,000,000	$0	$9,233	$0	$0
	9	Societe Generale Financial Corporation; Deutsche Bank AG, New York Branch	SGFC	Saint Louis Galleria	BPR OP, LP (f/k/a GGP Operating Partnership, LP)	No	$0	$0	$0	$0	$0	$0	$0	$1,675,345	Springing	$0	Springing
	10	BSPRT CMBS Finance, LLC	BSPRT	Courtyard San Antonio Riverwalk	Richard I. Finvarb; Ronald J. Finvarb	No	$0	$0	$0	$0	$206,634	$0	$0	Springing	Springing	$0	$0
	11	Column Financial, Inc.	Column	Georgetown Squared & Seattle Design Center	Fareed Kanani; Sean Hashem	No	$0	$15,845	$0	$2,000,000	$198,286	$70,561	$0	$627,391	$7,179	$0	$35,894
	12	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Temperance Industrial	Allan R. Adelson; Garrett Middlekauff	No	$200,000	$0	$0	$0	$53,161	$6,307	$0	$0	Springing	$0	$22,075
	13	Column Financial, Inc.	Column	Continental Towers	Rubenstein Properties Fund III, L.P.	No	$0	$0	$0	$0	$914,318	$111,862	$0	$2,008,594	$15,179	$0	$113,840
	14	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Culver City Medical	David Taban	No	$0	$0	$0	$400,000	$0	$0	$0	$73,126	$566	$0	$4,715
	15	Societe Generale	SGFC	Nebraska Crossing	Rod Yates	No	$4,588	$0	$0	$37,057	$536,831	$17,831	$0	$500,000	$4,588	$0	$37,057
	16	Grass River Real Estate Credit Partners REIT LLC	3650 REIT	Desert Marketplace	The Walters Group 	No	$0	$0	$0	$500,000	$64,043	$6,672	$0	$89,912	$3,893	$0	$11,680 (12/5/2018-11/5/2022); $6,229 (12/5/2022- 11/5/2028)
	17	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	One Lincoln Center	Asher Roshanzamir 	No	$0	$0	$0	$500,000	$62,833	$0	$0	$0	$5,093	$0	Springing
	18	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	WHG Portfolio	Westplace Modesto Investors, LLC	No	$0	$0	$0	$0	$179,156	$0	$0	$0	Monthly deposit shall be an amount greater of (i) FF&E Payment, (ii) the amount of the deposit required by Franchisor on account of FF&E under the Franchise Agreement, (iii) $33,700	$0	$0
	18.01	 	3650 REIT	HomeTowne Studios - Casselberry, FL	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.02	 	3650 REIT	HomeTowne Studios - Delegates, FL	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.03	 	3650 REIT	HomeTowne Studios - Concord, NC	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.04	 	3650 REIT	HomeTowne Studios - Chamblee, GA	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.05	 	3650 REIT	HomeTowne Studios - Columbus, OH	 	 	 	 	 	 	 	 	 	 	 	 	 
	19	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Country Club Corners	E. Stanley Kroenke 	No	$0	$0	$0	$0	$0	$0	$0	$0	Springing	$0	Springing
	20	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Route 66 Promenade	David Taban; Michael Pashaie; K. Joseph Shabani	No	$0	$0	$0	$0	$141,467	$0	$0	$0	$1,229	$0	$3,333
	21	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Mesa Royale Senior Apartments 	Investment Concepts, Inc. 	No	$0	$0	$0	$0	$19,600	$0	$0	$0	$3,167	$0	$0
	22	BSPRT CMBS Finance, LLC	BSPRT	Town Point Center 	Elliott Sharaby	No	$0	$0	$0	$1,125,000	$65,672	$33,161	$0	$683,760	$2,320	$0	$6,360
	23	BSPRT CMBS Finance, LLC	BSPRT	Brooklyn Multifamily Portfolio	Joel Lefkowitz; Lipa Lefkowitz; Wolf Wercberger	No	$458	$1,000	$0	$0	$10,211	$10,063	$198,722	Springing	$458	$0	$0
	23.01	 	BSPRT	555-557 Union Street	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.02	 	BSPRT	141 Troutman Street	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.03	 	BSPRT	243 Suydam Street	 	 	 	 	 	 	 	 	 	 	 	 	 
	24	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Homewood Suites by Hilton Concord Charlotte	Nikhil Patel; Amar Patel; Sureshkumar C. Patel	No	$0	$0	$0	$0	$56,180	$13,447	$0	$0	1/12th of 4% of Total Revenue	$0	$0
	25	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Hampton Inn & Suites Fayetteville	Nikhil Patel; Amar Patel	No	$0	$0	$0	$0	$7,230	$10,053	$0	$0	1/12th of 4% of Total Revenue	$0	$0
	26	Column Financial, Inc.; Wells Fargo Bank, National Association	Column	Prudential - Digital Realty Portfolio	Digital Realty Trust, L.P.	No	$0	$0	$0	$0	$0	$0	$0	$0	Springing	$0	Springing
	26.01	 	Column	14901 FAA Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.02	 	Column	4650 Old Ironsides Drive	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.03	 	Column	43790 Devin Shafron Drive	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.04	 	Column	636 Pierce Street	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.05	 	Column	21551 Beaumeade Circle	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.06	 	Column	7505 Mason King Court	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.07	 	Column	4700 Old Ironsides Drive	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.08	 	Column	444 Toyama Drive	 	 	 	 	 	 	 	 	 	 	 	 	 
	27	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Hampton Inn & Suites Walterboro	Nikhil Patel; Amar Patel	No	$0	$0	$0	$0	$112,500	$14,678	$0	$0	1/12th of 4% of Total Revenue	$0	$0
	28	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Jewel Osco & State Road Plaza 	Sterling United Properties I, L.P.	No	$820,785	$214,011	$0	$0	$148,636	$0	$0	$0	$3,469	$0	$11,563
	29	Regions Bank	Column	Diehl Point at Cantera	Bradford Allen Enterprises LLC	No	$292,354	$0	$0	$300,000	$16,262	$4,081	$0	$325,930	$0	$0	$3,323
	30	Societe Generale Financial Corporation	SGFC	Staybridge Suites Fort Worth	Anil Patel; Aswini Patel	No	$0	$0	$0	$0	$23,460	$13,770	$0	Springing	$8,646	$0	$0
	31	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	El Camino Drive	Abraham Mathalon; Abe Kamara; Moussa Shaaya	No	$0	$0	$0	$0	$37,491	$7,000	$0	$0	$315	$0	$1,259
	32	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Shops at College Claremont 	Terramar Retail Centers, LLC 	No	$0	$0	$0	$0	$0	$0	$0	$0	Springing	$0	$554
	33	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	R&R REIT Extended Stay	R&R Real Estate Investment Trust	No	$0	$0	$0	$0	$21,509	$0	$0	$0	Greater of (i) the FF&E Payment ($20,833.33 until 1/5/2022 and 5% of total revenue thereafter), or (ii) the amount of the deposit required by Franchisor on account of FF&E under the Franchise Agreement	$0	$0
	33.01	 	3650 REIT	HomeTowne Covington	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.02	 	3650 REIT	HomeTowne Bentonville 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Charlotte Storage Portfolio	Ryan Hanks 	No	$0	$20,000	$0	$0	$52,219	$500	$0	$0	$1,247	$0	$0
	34.01	 	3650 REIT	Mooresville Storage	 	 	 	 	 	 	 	 	 	 	 	 	 
	34.02	 	3650 REIT	Rock Hill Storage	 	 	 	 	 	 	 	 	 	 	 	 	 
	35	Societe Generale Financial Corporation	SGFC	Gold Country Center	Mooni Sanwal	No	$0	$63,336	$0	$0	$29,300	$3,145	$0	$100,000	$846	$0	$2,500
	36	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	CVS - Greenfield, IN	Ging J. Mock 	No	$0	$9,519	$0	$0	$0	$0	$0	$0	$84	$0	$0


 


    


     


    

 


	CSAIL
    2019-C15
	MORTGAGE
    LOAN SCHEDULE




 


	Loan ID #	Originator	Loan Seller	Deal Name	Monthly RE Tax Reserve	Monthly Ins. Reserve	Monthly Debt Service Reserve	Monthly Other Reserve	Grace (Late Payment)	Cash-Management Account or Lockbox In-place	General Property Type	Defeasance Allowed	Final Maturity Date
	1	Column Financial, Inc.	Column	Darden Headquarters	Springing	Springing	$0	$0	0	In-Place	Office	Yes	1/6/2029
	2	Column Financial, Inc.	Column	Embassy Suites Portland Washington Square	$44,974	$8,978	$0	Seasonality Reserve (Springing)	0	Springing	Hotel	Yes	2/6/2029
	3	Column Financial, Inc.	Column	SITE JV Portfolio	Springing	Springing	$0	Operating Expense Reserve (Springing)	0	Springing	Retail	Yes	4/6/2024
	3.01	 	Column	Ahwatukee Foothills Towne Center	 	 	 	 	 	 	Retail	 	 
	3.02	 	Column	Connecticut Commons	 	 	 	 	 	 	Retail	 	 
	3.03	 	Column	Independence Commons	 	 	 	 	 	 	Retail	 	 
	3.04	 	Column	Brookside Marketplace	 	 	 	 	 	 	Retail	 	 
	3.05	 	Column	University Centre	 	 	 	 	 	 	Retail	 	 
	3.06	 	Column	Towne Center Prado	 	 	 	 	 	 	Retail	 	 
	3.07	 	Column	Poyner Place	 	 	 	 	 	 	Retail	 	 
	3.08	 	Column	Route 22 Retail Center	 	 	 	 	 	 	Retail	 	 
	3.09	 	Column	Commonwealth Center	 	 	 	 	 	 	Retail	 	 
	3.1	 	Column	Ashley Crossing	 	 	 	 	 	 	Retail	 	 
	4	Societe Generale Financial Corporation	SGFC	787 Eleventh Avenue	Springing	Springing	$0	$0	0	Springing	Mixed Use	Yes	02/08/2029
	5	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Causeway Square 	$43,166	$2,392	$0	Lease Sweep Reserve (Springing)	0	In-Place	Mixed Use	Yes 	11/5/2028
	6	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Bernardus Lodge & Spa	$19,681	Springing	$0	PIP Reserve (Springing)	0	Springing	Hotel	Yes 	10/5/2028
	7	Societe Generale	SGFC	ExchangeRight Net Leased Portfolio 24	$14,411	Springing	$0	$0	0	Springing	Various	Yes	11/01/2028
	7.01	 	SGFC	BioLife Plasma Services L.P. - West Des Moines, IA	 	 	 	 	 	 	Office	 	 
	7.02	 	SGFC	BioLife Plasma Services L.P. - Mt. Juliet, TN	 	 	 	 	 	 	Office	 	 
	7.03	 	SGFC	Walgreens - Romeoville, IL	 	 	 	 	 	 	Retail	 	 
	7.04	 	SGFC	Walgreens - Lawrenceville, GA	 	 	 	 	 	 	Retail	 	 
	7.05	 	SGFC	Pick ‘n Save - Wisconsin Rapids, WI	 	 	 	 	 	 	Retail	 	 
	7.06	 	SGFC	Tractor Supply - Albuquerque, NM	 	 	 	 	 	 	Retail	 	 
	7.07	 	SGFC	Walgreens - Sheboygan, WI	 	 	 	 	 	 	Retail	 	 
	7.08	 	SGFC	Walgreens - Oswego, IL	 	 	 	 	 	 	Retail	 	 
	7.09	 	SGFC	Walgreens - Waco, TX	 	 	 	 	 	 	Retail	 	 
	7.1	 	SGFC	Tractor Supply - Antioch, IL	 	 	 	 	 	 	Retail	 	 
	7.11	 	SGFC	Walgreens - Austin, TX	 	 	 	 	 	 	Retail	 	 
	7.12	 	SGFC	Walgreens - Flower Mound, TX	 	 	 	 	 	 	Retail	 	 
	7.13	 	SGFC	Tractor Supply - Columbia Station, OH	 	 	 	 	 	 	Retail	 	 
	7.14	 	SGFC	Fresenius Medical Care - Brownsville, TX	 	 	 	 	 	 	Office	 	 
	7.15	 	SGFC	CVS Pharmacy - Peoria Heights, IL	 	 	 	 	 	 	Retail	 	 
	7.16	 	SGFC	Advance Auto Parts - Grayslake, IL	 	 	 	 	 	 	Retail	 	 
	7.17	 	SGFC	Dollar General - Lancaster, PA	 	 	 	 	 	 	Retail	 	 
	7.18	 	SGFC	Sherwin Williams - Painesville, OH	 	 	 	 	 	 	Retail	 	 
	7.19	 	SGFC	Dollar General - Herminie, PA	 	 	 	 	 	 	Retail	 	 
	7.2	 	SGFC	Dollar General - Tallahassee, FL	 	 	 	 	 	 	Retail	 	 
	7.21	 	SGFC	Dollar General - Gibsonia, PA	 	 	 	 	 	 	Retail	 	 
	7.22	 	SGFC	Dollar General - Mansfield, OH	 	 	 	 	 	 	Retail	 	 
	7.23	 	SGFC	Advance Auto Parts - McDonough, GA	 	 	 	 	 	 	Retail	 	 
	7.24	 	SGFC	Dollar Tree - Cleveland, OH	 	 	 	 	 	 	Retail	 	 
	8	Natixis Real Estate Capital LLC	Column	2 North 6th Place	Springing	Springing	Springing	Leasing Expense Reserve (Springing)	0	Springing	Multifamily	Yes	8/5/2028
	9	Societe Generale Financial Corporation; Deutsche Bank AG, New York Branch	SGFC	Saint Louis Galleria	Springing	Springing	$0	$0	0	Springing	Retail	Yes	11/01/2028
	10	BSPRT CMBS Finance, LLC	BSPRT	Courtyard San Antonio Riverwalk	Springing	Springing	$0	Parking Rent Reserve (Springing)	0	Springing	Hotel	Yes	1/6/2029
	11	Column Financial, Inc.	Column	Georgetown Squared & Seattle Design Center	$33,048	$7,056	$0	$0	0	In-Place	Mixed Use	Yes	9/6/2028
	12	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Temperance Industrial	$17,720	$6,307	$0	Lease Sweep Reserve (Springing)	0	In-Place	Industrial	Yes 	9/5/2028
	13	Column Financial, Inc.	Column	Continental Towers	$304,773	Springing	$0	Capital Expenditure Reserve (Springing)	0	In-Place	Office	Yes	9/6/2028
	14	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Culver City Medical	$20,329	Springing	$0	$0	0	In-Place	Office	Yes	1/5/2029
	15	Societe Generale	SGFC	Nebraska Crossing	$134,208	$8,916	$0	$0	0	Springing	Retail	Yes	11/01/2028
	16	Grass River Real Estate Credit Partners REIT LLC	3650 REIT	Desert Marketplace	$16,011	$3,336	$0	Lease Sweep Reserve (springing)	0	In-Place	Retail 	Yes 	11/5/2028
	17	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	One Lincoln Center	$62,833	Springing	$0	Lease Sweep Reserve (Springing)	0	Springing 	Office	Yes	1/5/2029
	18	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	WHG Portfolio	$29,859	Springing	$0	$0	0	Springing	Hotel	Yes 	8/5/2028
	18.01	 	3650 REIT	HomeTowne Studios - Casselberry, FL	 	 	 	 	 	 	Hotel	 	 
	18.02	 	3650 REIT	HomeTowne Studios - Delegates, FL	 	 	 	 	 	 	Hotel	 	 
	18.03	 	3650 REIT	HomeTowne Studios - Concord, NC	 	 	 	 	 	 	Hotel	 	 
	18.04	 	3650 REIT	HomeTowne Studios - Chamblee, GA	 	 	 	 	 	 	Hotel	 	 
	18.05	 	3650 REIT	HomeTowne Studios - Columbus, OH	 	 	 	 	 	 	Hotel	 	 
	19	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Country Club Corners	Springing	Springing	$0	Lease Sweep Reserve (Springing)	5 (twice during the term)	Springing 	Retail	No	12/5/2028
	20	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Route 66 Promenade	$14,147	$3,881	$0	Lease Sweep Reserve (Springing)	0	Springing 	Retail	Yes	10/5/2028
	21	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Mesa Royale Senior Apartments 	$6,534	Springing	$0	$0	0	Springing 	Multifamily	Yes 	1/5/2028
	22	BSPRT CMBS Finance, LLC	BSPRT	Town Point Center 	$16,418	$4,145	$0	$0	0	Springing	Office	Yes	1/6/2029
	23	BSPRT CMBS Finance, LLC	BSPRT	Brooklyn Multifamily Portfolio	$1,702	$839	$0	$0	0	Springing	Multifamily	Yes	1/6/2029
	23.01	 	BSPRT	555-557 Union Street	 	 	 	 	 	 	Multifamily	 	 
	23.02	 	BSPRT	141 Troutman Street	 	 	 	 	 	 	Multifamily	 	 
	23.03	 	BSPRT	243 Suydam Street	 	 	 	 	 	 	Multifamily	 	 
	24	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Homewood Suites by Hilton Concord Charlotte	$14,045	$1,222	$0	$0	0	Springing 	Hotel	Yes	1/5/2029
	25	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Hampton Inn & Suites Fayetteville	$7,230	$1,206	$0	$0	0	Springing 	Hotel	Yes 	9/5/2028
	26	Column Financial, Inc.; Wells Fargo Bank, National Association	Column	Prudential - Digital Realty Portfolio	Springing	Springing	$0	$0	0	Springing	Other	Yes	10/6/2023
	26.01	 	Column	14901 FAA Boulevard	 	 	 	 	 	 	Other	 	 
	26.02	 	Column	4650 Old Ironsides Drive	 	 	 	 	 	 	Other	 	 
	26.03	 	Column	43790 Devin Shafron Drive	 	 	 	 	 	 	Other	 	 
	26.04	 	Column	636 Pierce Street	 	 	 	 	 	 	Other	 	 
	26.05	 	Column	21551 Beaumeade Circle	 	 	 	 	 	 	Other	 	 
	26.06	 	Column	7505 Mason King Court	 	 	 	 	 	 	Other	 	 
	26.07	 	Column	4700 Old Ironsides Drive	 	 	 	 	 	 	Other	 	 
	26.08	 	Column	444 Toyama Drive	 	 	 	 	 	 	Other	 	 
	27	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Hampton Inn & Suites Walterboro	$12,500	$2,097	$0	$0	0	Springing 	Hotel	Yes 	9/5/2028
	28	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Jewel Osco & State Road Plaza 	$39,520	Springing	$0	$0	0	Springing	Retail	Yes	10/5/2028
	29	Regions Bank	Column	Diehl Point at Cantera	$16,262	$2,040	$0	First American Lease Sweep Reserve (Springing); Compass Mortgage Lease Sweep Reserve (Springing)	5	Springing	Office	No	2/1/2029
	30	Societe Generale Financial Corporation	SGFC	Staybridge Suites Fort Worth	$11,730	$4,590	$0	$0	0	Springing	Hotel	Yes	02/01/2029
	31	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	El Camino Drive	$9,373	$583	$0	$0	0	Springing 	Office	Yes 	1/5/2028
	32	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Shops at College Claremont 	Springing	Springing	$0	$0	0	Springing 	Retail 	Yes 	11/5/2028
	33	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	R&R REIT Extended Stay	$7,170	Springing	$0	$0	0	Springing 	Hotel	Yes	1/5/2029
	33.01	 	3650 REIT	HomeTowne Covington	 	 	 	 	 	 	Hotel	 	 
	33.02	 	3650 REIT	HomeTowne Bentonville 	 	 	 	 	 	 	Hotel	 	 
	34	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	Charlotte Storage Portfolio	$5,222	$500	$0	$0	0	Springing	Self Storage	Yes 	9/5/2028
	34.01	 	3650 REIT	Mooresville Storage	 	 	 	 	 	 	Self Storage	 	 
	34.02	 	3650 REIT	Rock Hill Storage	 	 	 	 	 	 	Self Storage	 	 
	35	Societe Generale Financial Corporation	SGFC	Gold Country Center	$5,860	$1,048	$0	$0	0	Springing	Retail	Yes	01/01/2029
	36	Grass River Real Estate Credit Partners Loan Funding, LLC	3650 REIT	CVS - Greenfield, IN	Springing	Springing	$0	Lease Sweep Reserve (Springing)	0	In-Place	Retail	Yes 	10/5/2027


 



    	 	 



     


    



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 2019-C15


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


		Re:	Transfer of CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2019-C15



Ladies and Gentlemen:


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of March 1, 2019 (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 and 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 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2019-C15 (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 2019-C15


		Re:	CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2019-C15 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the
“Pooling and Servicing Agreement”), dated as of March 1, 2019, by and among Credit Suisse Commercial Mortgage
Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and 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






	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 “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 2019-C15


		Re:	CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2019-C15 (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
March 1, 2019 (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 and 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. 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


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Risk Retention Custody
(CMBS) – CSAIL 2019-C15


3650 REIT


as Retaining Sponsor


2977 McFarlane Road, Suite 300


Miami, FL 33133


Email: mjefferis@3650REIT.com


 


Credit Suisse Commercial Mortgage
Securities Corp.


11 Madison Avenue


New York, New York 10010


Attention: Chuck Lee


		Re:	CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2019-C15 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of March 1, 2019, by and among Credit Suisse Commercial Mortgage Securities Corp., as
Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and 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 “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 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 



 






    Exhibit D-5-1 


     


    

 


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
and holding of the HRR Certificates and (b) the acquisition of the HRR Certificates will be effected through Credit Suisse Securities
(USA) LLC, SG Americas Securities, LLC 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 applicable to the Transfer and the Purchaser as a subsequent Third Party Purchaser.







    Exhibit D-5-2 


     


    

☐           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


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Risk Retention Custody
(CMBS) – CSAIL 2019-C15


3650 REIT


as Retaining Sponsor


2977 McFarlane Road, Suite 300


Miami, FL 33133


Email: mjefferis@3650REIT.com


 


Credit Suisse Commercial Mortgage
Securities Corp.


11 Madison Avenue


New York, New York 10010


Attention: Chuck Lee


		Re:	CSAIL 2019-C15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-C15 (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 March 1, 2019 (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 and 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. 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:


		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.



 






    Exhibit D-6-1 


     


    

 


		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 and holding of the HRR Certificates will
be effected through either Credit Suisse Securities (USA) LLC, SG Americas Securities, LLC 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.



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__.






    Exhibit D-6-2 


     


    




	 	[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 2019-C15


Email: RiskRetentionCustody@wellsfargo.com


 


TO BE SENT BY ELECTRONIC MAIL TO THE RETAINING
SPONSOR BY RETAINING PARTY


3650 REIT


as Retaining Sponsor


2977 McFarlane Road, Suite 300


Miami, FL 33133


Email: mjefferis@3650REIT.com


 


Credit Suisse Commercial Mortgage Securities
Corp.


11 Madison Avenue


New York, New York 10010


Attention: Chuck Lee


CSAIL Mortgage
Securities Trust 2019-C15, Commercial Mortgage Pass-Through Certificates, Series 2019-C15 (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 March 1, 2019 (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 and 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. All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


The Retaining Party
hereby requests your written consent to the Release.


 




    Exhibit D-7-1 


     


    




	 	 	 
	 	Sincerely,
	 	 
	 	[RETAINING PARTY]
	 	 
	 	By:	 
	 		Name:
	 	 	Title:


 


CONSENT TO RELEASE:


 


RETAINING SPONSOR


 



 


By:

Name:

Title:


Email:


 




    Exhibit D-7-2 


     


    

EXHIBIT
E


FORM OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan Information
	 
	 	Name of Mortgagor:	
	 	 	 
	 	 	 
	 	[Master Servicer]

                                     [Special Servicer]

                                     Loan No.:
	
	Custodian
	 	Name:	Wells Fargo Bank, National Association
	 	 	 
	 	Address:	
        1055 10th Ave SEMinneapolis, Minnesota 55414

        Attention: Document Custody Group CSAIL 2019-C15 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 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2019-C15


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 2019-C15
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2019-C15, 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 March 1, 2019, by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and 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 “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 2019-C15


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


		Re:	Transfer of CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2019-C15



Ladies and Gentlemen:


The undersigned (the
“Purchaser”) proposes to purchase US$[___] aggregate Certificate Balance in the CSAIL 2019-C15 Commercial Mortgage
Trust, Commercial Mortgage Pass Through Certificates, Series 2019-C15, Class [F-RR][G-RR][NR-RR] Certificates issued pursuant to
that certain Pooling and Servicing Agreement dated as of March 1, 2019 (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 and 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. 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 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 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), 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 Section 406 of ERISA or Section 4975 of the Code (each a “Plan”)
or (b) a person acting on behalf of or using the assets of any such Plan (within the meaning of U.S. 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-


 



    Exhibit F-1-1 


     


    




60) under circumstances whereby the purchase and holding of Certificates by such insurance company will be exempt from the prohibited
transaction provisions of ERISA and the Code under Sections I and III of PTCE 95-60 (or, in the case of a Plan subject to Similar
Law, where the acquisition and disposition by such plan will not constitute or result in a non-exempt violation of applicable Similar
Law).


IN WITNESS WHEREOF,
the Purchaser hereby executes this ERISA Representation Letter on the [__] day of [____], 20[__].


	 	 	 
	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 
	 	By:	 
	 		Name:
	 	 	Title:


 


Date: _________


 




    Exhibit F-1-2 


     


    

EXHIBIT
F-2


Form
of ERISA Representation Letter

regarding CLASS R CERTIFICATES


[Date]


Wells Fargo Bank, National Association,

as Certificate Administrator


600 South 4th Street,
7th Floor


MAC: N9300-070


Minneapolis, Minnesota 55479


Attention: Certificate Transfer
Services (CMBS) – CSAIL 2019-C15


[Transferor]


[______]


[______]


Attention: [______]


		Re:	CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2019-C15



Ladies and Gentlemen:


The undersigned (the
“Purchaser”) proposes to purchase [__]% Percentage Interest in the CSAIL 2019-C15 Commercial Mortgage Trust,
Commercial Mortgage Pass Through Certificates, Series 2019-C15, Class R Certificates (the “Class R Certificate”)
issued pursuant to that certain Pooling and Servicing Agreement dated as of March 1, 2019 (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 and 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. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


In connection with
such transfer, the undersigned hereby represents and warrants to you that, with respect to the Class R Certificate, the Purchaser
is not an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended
(the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that is subject to
any federal, state or local law that is, to a material extent, similar to Section 406 of ERISA or Section 4975 of the Code (“Similar
Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan
(within the meaning of U.S. Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) to purchase
such Class R Certificate.






    Exhibit F-2-1 


     


    

IN WITNESS WHEREOF,
the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.





	 	 	 
	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 
	 	By:	 
	 		Name:
	 	 	Title:








    Exhibit F-2-2 


     


    

EXHIBIT
G


FORM OF DISTRIBUTION DATE STATEMENT



See Annex B to the Prospectus.


 




    Exhibit G-1 


     


    

EXHIBIT
H


FORM OF OMNIBUS ASSIGNMENT


[NAME OF CURRENT ASSIGNOR]
having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable consideration, the
receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and conveys, without recourse,
representation or warranty, express or implied, unto “Wells Fargo Bank, National Association, as Trustee for the registered
holders of CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2019-C15” (the
“Assignee”), having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust
Services (CMBS) – CSAIL 2019-C15, 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 2019-C15


		Re:	CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2019-C15, Class [__]



Reference is hereby
made to the Pooling and Servicing Agreement dated as of March 1, 2019 (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 and 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. 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 2019-C15


		Re:	CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2019-C15, Class [__]



Reference is hereby
made to the Pooling and Servicing Agreement dated as of March 1, 2019 (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 and 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. 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 2019-C15


		Re:	CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2019-C15, Class [__]



Reference is hereby
made to the Pooling and Servicing Agreement dated as of March 1, 2019 (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 and 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. 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 2019-C15


		Re:	CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2019-C15, Class [__]



Reference is hereby
made to the Pooling and Servicing Agreement dated as of March 1, 2019 (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 and 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. 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 2019-C15


		Re:	CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2019-C15, Class [__] 



Reference is hereby
made to the Pooling and Servicing Agreement dated as of March 1, 2019 (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 and 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. 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 2019-C15


		Re:	CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2019-C15, Class [__] 



Reference is hereby
made to the Pooling and Servicing Agreement dated as of March 1, 2019 (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 and 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. 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 2019-C15


		Re:	CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2019-C15, Class [__] 



Reference is hereby
made to the Pooling and Servicing Agreement dated as of March 1, 2019 (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 and 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. 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 2019-C15 Commercial Mortgage Securities Trust


Email: trustadministrationgroup@wellsfargo.com;

 cts.cmbs.bond.admin@wellsfargo.com






		Re:	CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2019-C15 



In accordance with
the Pooling and Servicing Agreement, dated as of March 1, 2019 (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 and 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 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 2019-C15

with a copy to: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com	
        Midland Loan Services, a Division
        of PNC Bank, National Association, 10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head,

        Fax number: 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

	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th
        Floor

        New York, New York 10016

        Attention: CSAIL 2019-C15—Surveillance
        Manger

        with a copy sent contemporaneously
        via e-mail to: cmbs.notices@parkbridgefinancial.com



CSAIL 2019-C15
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2019-C15 


In accordance with
the Pooling and Servicing Agreement, dated as of March 1, 2019 (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 and 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 or a Controlling Class Certificateholder.


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


3.       The
undersigned is not a Borrower Party.






    Exhibit P-1B-1 


     


    

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 and only when required to be delivered in physical form pursuant to
the Pooling and Servicing Agreement]The undersigned hereby certifies that an executed copy of this certification 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.






    Exhibit P-1B-2 


     


    

 BY ITS CERTIFICATION HEREOF, the
undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the 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 2019-C15 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, Suite 700


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


CSAIL 2019-C15
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2019-C15 


In accordance with
the Pooling and Servicing Agreement, dated as of March 1, 2019 (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 and 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:






    Exhibit P-1C-1 


     


    

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.


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.


 






    Exhibit P-1C-2 


     


    

BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


	 	[Borrower Party]	 
	 	 	 	 
	 	By:	 	 
	 	 	Title:	 
	 	 	Company:	 
	 	 	Phone:	 
	 	 	 	 


 




    Exhibit P-1C-3 


     


    

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 2019-C15

with a copy to: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com	
        Midland Loan Services, a Division
        of PNC Bank, National Association, 10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head,

        Fax number: 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

	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th
        Floor

        New York, New York 10016

        Attention: CSAIL 2019-C15—Surveillance
        Manger

        with a copy sent contemporaneously
        via e-mail to: cmbs.notices@parkbridgefinancial.com



		Re:	CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2019-C15 



In accordance with
the Pooling and Servicing Agreement, dated as of March 1, 2019 (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 and 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):






    Exhibit P-1D-1 


     


    

[IDENTIFY [EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan. 


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


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


5.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


6.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s 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






    Exhibit P-1D-2 


     


    

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.


	 	[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-3 


     


    

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 2019-C15

with a copy to: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com	
        Midland Loan Services, a Division
        of PNC Bank, National Association, 10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head,

        Fax number: 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

	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th
        Floor

        New York, New York 10016

        Attention: CSAIL 2019-C15—Surveillance
        Manger

        with a copy sent contemporaneously
        via e-mail to: cmbs.notices@parkbridgefinancial.com





		Re:	CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2019-C15



THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE CSAIL
2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2019-C15 REQUIRING ACTION BY YOU
AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE POOLING AND SERVICING AGREEMENT.


In accordance with
Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


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.



    Exhibit P-1E-1 


     


    




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
	 	 	 	 
	 	 	 	 
	 	 	 	 


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






    Exhibit P-1E-2 


     


    

identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


6.       The
undersigned shall be fully liable for any breach of the 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






    Exhibit P-1E-3 


     


    

Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


7.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


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


10.       The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling 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






    Exhibit P-1E-4 


     


    

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 2019-C15 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 2019-C15 Commercial Mortgage Securities Trust



		Re:	CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2019-C15



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 2019-C15 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 2019-C15

with a copy to: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com	
        Midland Loan Services, a Division
        of PNC Bank, National Association, 10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head,

        Fax number: 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

	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th
        Floor

        New York, New York 10016

        Attention: CSAIL 2019-C15—Surveillance
        Manger

        with a copy sent contemporaneously
        via e-mail to: cmbs.notices@parkbridgefinancial.com



		Re:	CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2019-C15



In accordance
with Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


1.       The
undersigned has been appointed to act as the Directing Certificateholder.


2.       The
undersigned is not a Borrower Party.


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.






    Exhibit P-1G-1 


     


    

4.       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 2019-C15 Commercial Mortgage Trust


Attention:          CSAIL 2019-C15 Commercial
Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2019-C15 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2019 (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 and 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 2019-C15 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2019-C15 (the “Certificates”) pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2019 (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 and 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.



 


Information to Be Held in Confidence.


 






    Exhibit P-2-3 


     


    




 


You will use the Confidential
Information solely for the purpose of determining or monitoring a credit rating on the Certificates and, to the extent that any
information used is derived from but does not reveal any Confidential Information, for benchmarking, modeling or research purposes
(the “Intended Purpose”).


 


You acknowledge that you
are aware that the United States and state securities laws impose restrictions on trading in securities when in possession of material,
non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO Representative who is informed
of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You will treat the Confidential
Information as private and confidential. Subject to Section 4, without the prior written consent of the applicable Furnishing Entity,
you will not disclose to any person any Confidential Information, whether such Confidential Information was furnished to you before,
on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing, you may:


		●	disclose the Confidential Information to any of the NRSRO’s affiliates, directors, officers,
employees, legal representatives, agents and advisors (each, a “NRSRO Representative”) who, in the reasonable
judgment of the NRSRO, need to know such Confidential Information in connection with the Intended Purpose; provided, that,
prior to disclosure of the Confidential Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions
to ensure, and shall be satisfied, that such NRSRO Representative will act in accordance with this Confidentiality Agreement;



		●	solely to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post
the Confidential Information to the NRSRO’s password protected website; and



		●	use information derived from the Confidential Information in connection with an Intended Purpose,
if such derived information does not reveal any Confidential Information.



 


Disclosures Required by Law.
If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena, civil investigatory
demand, request for information or documents, deposition or similar process relating to any legal proceeding, investigation, hearing
or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity with notice as soon
as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation, and otherwise to
the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request to disclose
the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective order or other
reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses. Unless otherwise
required by a court or other governmental or regulatory authority to do so, and provided that you been informed by written notice
that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential treatment with
respect to the


 






    Exhibit P-2-4 


     


    

 


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 2019-C15 Commercial Mortgage Trust


Attention:            CSAIL 2019-C15 Commercial
Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2019-C15 


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 March 1, 2019 (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 and 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 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2019-C15 



 


Ladies and Gentlemen:


In accordance with
Section 2.02 of the Pooling and Servicing Agreement, dated as of March 1, 2019 (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 and 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.]


 


[Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: Jim Barnard

E-mail: US-Glfi-Abp-Cmbs-Notices@sgcib.com



with a copy to:

Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel

E-mail: US-Glfi-Abp-Cmbs-Notices@sgcib.com]


 


[BSPRT CMBS Finance, LLC


142 West 57th Street, Suite 1201

New York, New York 10019

Attention: Micah Goodman and Tiffany Putman]


 


[3650 REIT


Attn.: General Counsel


2977 McFarlane Road, Suite
300


Miami, FL 33133


Email: mjefferis@3650REIT.com]


 


Credit Suisse Commercial
Mortgage Securities Corp.


11 Madison Avenue


New York, New York 10010


 


Fitch Ratings, Inc.


33 Whitehall Street


 






    Exhibit Q-1-2 


     


    

 


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


 


Midland Loan Services, a Division of PNC
Bank, National Association, 10851


Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head,

Fax number: 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


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045


Attention: Corporate Trust Services – (CMBS)

CSAIL 2019-C15


 


Grass River Real Estate Credit
Partners REIT LLC


Attn.: General Counsel


2977 McFarlane Road, Suite 300


Miami, FL 33133


Email: mjefferis@3650REIT.com


 




    Exhibit Q-1-3 


     


    

EXHIBIT
R-1


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head,

Fax number: 1-888-706-3565


 





 






SPACE ABOVE THIS LINE FOR RECORDER’S USE


LIMITED POWER OF ATTORNEY


Wells Fargo Bank,
National Association, a national banking association organized and existing under the laws of the United States and having an office
at 9062 Old Annapolis Road, Columbia, Maryland 21045, 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 March 1, 2019 (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 and 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






    Exhibit R-1-1 


     


    

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 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.






    Exhibit R-1-2 


     


    

9.       Subordinate
the lien of a Mortgage, Deed of Trust, or deed to secure debt (i) for the purpose of refinancing Loans, where applicable, or (ii)
to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain, including but
not limited to the execution of partial satisfactions and releases and partial reconveyances reasonably required for such purpose,
and the execution or requests to the trustees to accomplish the same.


10.       Convey
the Property to the mortgage insurer, or close the title to the 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 [______]	 
	 	 	 




 






    Exhibit R-1-3 


     


    

 





	
        ______________________________________

        Attest: ,                          Assistant Secretary

        _____________________________________

        Witness:
	
        By:___________________________________

        , Vice President

        _____________________________________

        Witness:

	 	 




    Exhibit R-1-4 


     


    




	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-1-5 


     


    

EXHIBIT R-2


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER


RECORDING REQUESTED BY:


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head,

Fax number: 1-888-706-3565








 



SPACE ABOVE THIS LINE FOR RECORDER’S
USE


LIMITED POWER OF ATTORNEY


Wells Fargo Bank, National Association, a national
banking association organized and existing under the laws of the United States and having an office at 9062 Old Annapolis Road,
Columbia, Maryland 21045, 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 (in such capacity, the “Special
Servicer”), and in its name, aforesaid Attorney-In-Fact, by and through any authorized representative appointed by the
Board of Directors of the Special Servicer, to execute and acknowledge in writing or by facsimile stamp all documents customarily
and reasonably necessary and appropriate for the tasks described in the items (1) through (12) 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 March 1, 2019 (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 and 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, on behalf of the CSAIL 2019-C15
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2019-C15 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 Special 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 



 






    Exhibit R-2-1 


     


    

 


the substitution of trustee serving under
a Deed of Trust, the preparation and issuance of statements of breach, notices of default, and/or notices of sale, accepting deeds
in lieu of foreclosure, evicting (to the extent allowed by federal, state or local laws) and foreclosing on the properties under
the Security Instruments by judicial or non-judicial foreclosure, actions for temporary restraining orders, injunctions, appointments
of receiver, suits for waste, fraud and any and all other tort, contractual or other claims of whatever nature, including execution
of any evidentiary affidavits or verifications in support thereof, as may be necessary or advisable in any bankruptcy action, state
or federal suit or any other action.






		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 Special 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.	[RESERVED].
	 	 	 



		8.	Such other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish
the Special Servicer’s duties and responsibilities under the Agreement.
	 	 	 







    Exhibit R-2-2 


     


    

 


		9.	Execute any document or perform any act described in items (3), (4), and (5) in connection with the termination of any Trust
as necessary to transfer ownership of the affected Loans to the entity (or its designee or assignee) possessing the right to obtain
ownership of the Loans.
	 	 	 



		10.	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.
	 	 	 



		11.	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”).
	 	 	 



		12.	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 [date].


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights,
acts or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of
attorney. The Special Servicer hereby agrees to indemnify and hold Wells Fargo Bank, National Association, as Trustee, and
its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by
the Trustee by reason or result of the misuse of this Limited Power of Attorney by the Special Servicer. The foregoing
indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or
removal of Wells Fargo Bank, National Association, as Trustee under the Agreement.


 


IN WITNESS WHEREOF, Wells Fargo Bank, National
Association, as Trustee for CSAIL 2019-C15 Commercial Mortgage Securities Trust Commercial Mortgage Pass-Through Certificates,
Series 2019-C15, has caused its corporate seal to be hereto affixed and these presents to be signed and acknowledged in its name
and behalf by a duly elected and authorized signatory this ___________ day of ____________.


 






    Exhibit R-2-3 


     


    

 





	 	Wells Fargo Bank, National Association,


as Trustee, for the benefit of the registered holders of
CSAIL 2019-C15 Commercial Mortgage Securities Trust Commercial Mortgage Pass-Through Certificates, Series 2019-C15


	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


Witness:


 





 






 


Witness:


 





 


 






    Exhibit R-2-4 


     


    




	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-2-5 


     


    

EXHIBIT
S


INITIAL COMPANION HOLDERS





	Loan	Companion Holder
	Darden HQ	
        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

         

        with a copy to:

         

        Column Financial, Inc.

        11 Madison Avenue, 4th Floor

        New York, New York 10010

        Attention: Barbara Nottebohm

        Email: barbara.nottebohm@credit-suisse.com

	ExchangeRight Net Leased Portfolio 24	
        NOTE A-2

         

        Midland Loan Services, a Division of PNC Bank, National Association,
        as master servicer for the UBS 2018-C15 transaction

         

        Notice Address:

         

        Midland Loan Services, a Division of PNC Bank, National
        Association, 10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head,

        Fax number: 1-888-706-3565

         

        with a copy to:

         

        Stinson Leonard Street LLP

        




 






    Exhibit S-1 


     


    

 


	 	1201 Walnut Street


Suite 2900


Kansas City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com


 

NOTE A-3


 

Societe Generale Financial Corporation


 

Notice Address:

 


Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: Jim Barnard

E-mail: US-Glfi-Abp-Cmbs-Notices@sgcib.com



with a copy to:


Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel

E-mail: US-Glfi-Abp-Cmbs-Notices@sgcib.com





	2 North 6th Place	
        NOTE A-1, NOTE A-3, NOTE A-B

         

        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

        Facsimile No.: (212) 891-5777

         

        Email: 

USCIBSAFAssetManagementTeam@natixis.com

         

        with a copy to:

         

        Natixis North America LLC

        Office of the General Counsel

        1251 Avenue of the Americas

        




 






    Exhibit S-2 


     


    

 


	 	New York, New York 10020


 

for legal notices, with a copy to:


CMBSlegal.notices@natixis.com


 

NOTE B


 

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: Timothy J. Malik, AVP/Sr. Investment Officer


Facsimile: (617) 572-9699


Email: tmalik@jhancock.com


 

with a copy to:


 

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


John Hancock Tower


197 Clarendon Street (C-2)


Boston, Massachusetts 02116


Attention: Alexander R. Holliday MAI, Senior Investment Officer


Facsimile: (617) 572-5040


Email: aholliday@jhancock.com


 

with a copy to:


 

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


John Hancock Tower


197 Clarendon Street


Boston, Massachusetts 02116


Attention: Jaime Hertel Dasque, Managing Director & Senior Counsel


Facsimile: (617) 450-8081


Email: jdasque@jhancock.com


 

with a copy to:


 

White and Williams LLP


7 Times Square, Suite 2900 










 






    Exhibit S-3 


     


    

 


	 	New York, New York 10036


Attention: Steven E. Coury, Esq.


Facsimile: (914) 487-7331


Email: courys@whiteandwilliams.com




	Desert Marketplace	
        NOTE A-2

         

        Grass River Warehouse Facility Entity One, LLC

         

        Notice Address:

         

        2977 McFarlane Road, Suite 300

        Coconut Grove, Florida 33133

        Attention: Legal Dept.

        Email: legal@grassriver.com

         

        with a copy to:

         

        Dechert LLP

        Circa Centre

        2929 Arch Street

        Philadelphia, Pennsylvania 19104

        Attention: Richard D. Jones




 




    Exhibit S-4 


     


    

EXHIBIT
T


FORM OF NOTICE RELATING TO THE NON-SERVICED
MORTGAGE LOAN


 


[Date]


 


[NON-SERVICED MORTGAGE LOAN PARTIES]


[ADDRESSES]


VIA FACSIMILE


		Re:	CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2019-C15 



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 March 1, 2019 (the “CSAIL 2019-C15 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”), Midland Loan Services, a Division of PNC Bank, National Association, 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 2019-C15 Pooling Agreement) under the [NON-SERVICED
WHOLE LOAN] Intercreditor Agreement (as defined in the CSAIL 2019-C15 Pooling Agreement).


The [NON-SERVICED
WHOLE LOAN] Mortgage Loan [is][is not] a Significant Obligor (as such term is defined in the CSAIL 2019-C15 Pooling Agreement)
under the CSAIL 2019-C15 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 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2019-C15




	 	 	 
	 	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 March 1, 2019 (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, Midland Loan Services, a Division of PNC Bank, National Association, 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.



		Date:	_________, 20___



 



    Exhibit U-1 


     


    

		Re:	CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2019-C15



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 March 1, 2019 (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, Midland Loan Services,
a Division of PNC Bank, National Association, as the special servicer, Wells Fargo Bank, National Association, as the certificate
administrator and as the trustee and Park Bridge Lender Services LLC, as the operating advisor and the asset representations reviewer.

Transaction: CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-C15

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer for period: Midland Loan Services, a Division of PNC Bank, National Association

Directing Certificateholder: Grass River Real Estate Credit Partners REIT LLC


		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 



 






    Exhibit V-2 


     


    

arriving
at those mathematical calculations, such inaccuracy [has been/ has not been] resolved.


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



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



		IV.	Qualifications 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 



 






    Exhibit V-3 


     


    

 


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.


 


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 2019-C15

with a copy to: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com


 


Wells Fargo Bank, National Association

as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Corporate Trust Services


CSAIL 2019-C15 Commercial Mortgage
Trust


 


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


10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head,

Fax number: 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


		Re:	CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2019-C15, 

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 March 1, 2019 (the “Pooling and
Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services,
a 






    Exhibit W-1 


     


    

Division of PNC Bank, National Association, as Master Servicer and 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 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2019-C15 (the “Certificates”) regarding the replacement of the Special Servicer. Capitalized terms used and
not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


Based upon our review
of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26 of the Pooling
and Servicing Agreement, it is our assessment that Midland Loan Services, a Division of PNC Bank, National Association, 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 Midland Loan Services, a Division of PNC Bank, National Association 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, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head,

Fax 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


 


		Re:	Access to Certain Information Regarding CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2019-C15



 


Ladies and Gentlemen:


 


Reference is hereby made to that certain
Pooling and Servicing Agreement dated as of March 1, 2019 (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 and 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”) 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 will provide the Company with certain
confidential, non-public servicing information (the “Confidential Information”) pertaining to the Mortgage Loans
and the related Mortgaged


 






    Exhibit X-1 


     


    

 


[_____] [__], 20[__]


Page 2


 


Properties and borrowers. The Company acknowledges that the Confidential Information (a) includes
or may be based upon information provided to Midland by third parties, (b) may not have been verified by Midland, and (c) may
be incomplete or contain inaccuracies. The Company agrees that Midland, 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’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; (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; (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’s election): (i) responses to reasonable written inquiries received from the Company,
(ii) conference calls conducted on a reasonably scheduled basis with Midland’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 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 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 shall cease to provide
the Company with Confidential Information if Midland has actual knowledge that the Company or its Representatives are affiliates
of any borrower under the Mortgage Loan documents and Midland 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’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 letter agreement and agrees to keep the Confidential Information confidential.
The Company


 






    Exhibit X-2 


     


    

 


[_____] [__], 20[__]


Page 3


 



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 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’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:








 





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 2019-C15 Commercial Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2019-C15 (the “Exchange Act periodic reports”);



 


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



 


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



 


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



 


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



 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


(A) Wells Fargo Bank,
National Association as Certificate Administrator and as Trustee, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and Operating
Advisor;


 


(B) Wells Fargo Bank,
National Association, as Non-Serviced Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Non-Serviced
Special Servicer, U.S. Bank National Association, as Non-Serviced Certificate Administrator, and as Non-Serviced


 






    Exhibit Y-1 


     


    

 


Trustee, and Park
Bridge Lender Services LLC as Non-Serviced Operating Advisor of the Site JV Portfolio Mortgage Loan;


 


(C) Wells Fargo Bank,
National Association, as Non-Serviced Master Servicer, Aegon USA Realty Advisors, LLC, as Non-Serviced Special Servicer, Wells
Fargo Bank, National Association, as Non-Serviced Certificate Administrator, and Wilmington Trust, National Association, as Non-Serviced
Trustee of the 787 Eleventh Avenue Mortgage Loan;


 


(D) Midland Loan Services,
a Division of PNC Bank, National Association, as Non-Serviced Servicer, CWCapital Asset Management LLC, as Non-Serviced Special
Servicer, Wells Fargo Bank, National Association, as Non-Serviced Certificate Administrator and as Non-Serviced Trustee, and Pentalpha
Surveillance LLC, as Non-Serviced Operating Advisor of the Saint Louis Galleria Mortgage Loan;


 


(E) Wells Fargo Bank,
National Association, as Non-Serviced Master Servicer, Rialto Capital Advisors, LLC, as Non-Serviced Special Servicer, Wells Fargo
Bank, National Association, as Non-Serviced Certificate Administrator, Wilmington Trust, National Association, as Non-Serviced
Trustee, and Pentalpha Surveillance LLC, as Non-Serviced Operating Advisor of the Gerogetown Squared & Seattle Design Center
Mortgage Loan and the Continental Towers Mortgage Loan;


 


(F) Midland Loan Services,
a Division of PNC Bank, National Association, as Non-Serviced Master Servicer, Rialto Capital Advisors, LLC, as Non-Serviced Special
Servicer, Wells Fargo Bank, National Association, as Non-Serviced Certificate Administrator and as Non-Serviced Trustee, and Park
Bridge Lender Services LLC, as Non-Serviced Operating Advisor of the Nebraska Crossing Mortgage Loan; and


 


(G) Wells Fargo Bank,
National Association, as Non-Serviced Master Servicer, Rialto Capital Advisors, LLC, as Non-Serviced Special Servicer, Wells Fargo
Bank, National Association, as Non-Serviced Certificate Administrator, Wilmington Trust, National Association, as Non-Serviced
Trustee, and Park Bridge Lender Services LLC, as Non-Serviced Operating Advisor of the Prudential – Digital Realty Portfolio
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 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2019-C15, issued pursuant to the Pooling and Servicing Agreement dated as of March 1, 2019 (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 and 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 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2019-C15, issued pursuant to the Pooling and Servicing Agreement dated as of March 1, 2019 (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 and 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 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2019-C15, issued pursuant to the Pooling and Servicing Agreement dated as of March 1, 2019 (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 and 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 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2019-C15, issued pursuant to the Pooling and Servicing Agreement dated as of March 1, 2019 (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 and 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 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2019-C15, issued pursuant to the Pooling and Servicing Agreement dated as of March 1, 2019 (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 and 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 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2019-C15, issued pursuant to the Pooling and Servicing Agreement dated as of March 1, 2019 (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 and 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 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2019-C15, issued pursuant to the Pooling and Servicing Agreement dated as of March 1, 2019 (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 and 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 2019-C15 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 2019-C15 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 2019-C15 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 2019-C15 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 2019-C15 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 2019-C15 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 2019-C15 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 2019-C15


 


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 March 1, 2019 (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 and 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


 


None.


 




    Exhibit FF-1 


     


    

 


EXHIBIT
GG


 


SERVICING
FUNCTION PARTICIPANTS


 


None.


 




    Exhibit GG-1 


     


    

 


EXHIBIT
HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2019-C15 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Midland Loan Services, a Division of PNC 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] [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]

[Midland Loan Services, a Division of PNC Bank, National Association, 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 2019-C15, 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 2019-C15


 


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 March 1, 2019 (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 and 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, Suite 700 


Overland Park, Kansas 66210 


Attention: Executive Vice President – Division Head, 


Fax 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




 


Wells Fargo Bank, National Association


as Certificate Administrator 


9062 Old Annapolis Road 


Columbia, Maryland 21045 


Attention: Corporate Trust
Services (CMBS) - CSAIL 2019-C15 


 


Park Bridge Lender Services
LLC 


600 Third Avenue, 40th Floor 


New York, New York 10016 


Attention: CSAIL 2019-C15-Surveillance
Manager (with a copy sent contemporaneously via 


email to cmbs.notices@parkbridgefinancial.com)


 


CSAIL
2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2019-C15 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of March 1,
2019, by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer and 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 


 






    Exhibit NN-1 


     


    

 


This letter is delivered to you, pursuant
to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”)
to us (the “Transferee”) of $__________________ original principal balance in the Class [__] Certificates, representing
[_____]% of the Class [__] Certificates. The Certificates were issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:



 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Contact Info: [Tel/Email]	 








 


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
that we are purchasing a majority interest in the Class [__] Certificates, and that we are not affiliated with the Transferor.
To the extent that any Control Event or Consultation Termination Event has occurred due to a waiver of a prior Class [__]
Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby request that you reinstate such rights and
post a “special notice” on your website to the following effect:



 


“A Consultation Termination
Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority interest of
the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 


	 	Very truly yours,
	 	 	 
	 		(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:









 




    Exhibit NN-2 


     


    

 


EXHIBIT
OO


 


FORM OF ASSET REVIEW REPORT BY THE 

ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients]


 


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


 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of March 1, 2019 (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 March 1, 2019 (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



 


		o	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



 


		o	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 2019-C15


 


Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2019-C15



 


In accordance with
the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of March
1, 2019 (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 and 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, Suite 700 

        Overland Park, Kansas 66210 

        Attention: Executive Vice President – Division
Head, 

        Fax 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] 
	
        [Park Bridge Lender
Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CSAIL 2019-C15-Surveillance Manager 

        with a copy sent contemporaneously
        via email to: cmbs.notices@parkbridgefinancial.com]

         

	 	 


		Attention:	CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2019-C15



 


In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement, dated as of March 1, 2019 (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, [Midland Loan Services, a Division of PNC Bank, National Association], 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 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.



 






    Exhibit SS-1 


     


    

 


(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 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-C15
	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]








  




    Exhibit SS-2 


     


    

 


EXHIBIT
TT


 


[RESERVED]


 




    Exhibit TT-1 


     


    

 


EXHIBIT
UU


 


FORM OF NOTICE OF A FORM 8-K/A FILING


 


[FOR DARDEN HQ:


 


NOTE A-2:


 


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


 


with a copy to:


 


Column Financial, Inc. 


11 Madison Avenue, 4th Floor 


New York, New York 10010 


Attention: Barbara Nottebohm 


Email: barbara.nottebohm@credit-suisse.com]


 


[FOR EXCHANGERIGHT NET LEASED PORTFOLIO 24:


 


NOTE A-2:


 


Notice Address


 


Midland Loan Services, a Division of PNC Bank, National
Association, 10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head,

Fax number: 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







    Exhibit UU-1 


     


    

 


Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com


 


NOTE A-3:


 


Notice Address


 


Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: Jim Barnard

E-mail: US-Glfi-Abp-Cmbs-Notices@sgcib.com



with a copy to: 



 


 


Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel

E-mail: US-Glfi-Abp-Cmbs-Notices@sgcib.com]


 


[FOR 2 NORTH 6TH PLACE:


 


NOTE A-1, NOTE A-3, NOTE A-B:


 


Notice Address


 


Natixis Real Estate Capital LLC 


1251 Avenue of the Americas 


New York, New York 10020 


Attention: Real Estate Administration 


Facsimile No.: (212) 891-5777 


Email: USCIBSAFAssetManagementTeam@natixis.com


 


with a copy to:


 


Natixis North America LLC 


Office of the General Counsel 


1251 Avenue of the Americas 


New York, New York 10020


 


for legal notices, with a copy to: 


CMBSlegal.notices@natixis.com


 


NOTE B:


 






    Exhibit UU-2 


     


    

 


Notice Address:


 


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


John Hancock Tower 


197 Clarendon Street 


Boston, Massachusetts 02116 


Attention: Timothy J. Malik, AVP/Sr. Investment Officer 


Facsimile: (617) 572-9699 


Email: tmalik@jhancock.com


 


with a copy to:


 


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


John Hancock Tower 


197 Clarendon Street (C-2) 


Boston, Massachusetts 02116 


Attention: Alexander R. Holliday MAI, Senior Investment Officer 


Facsimile: (617) 572-5040 


Email: aholliday@jhancock.com


 


with a copy to:


 


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


John Hancock Tower 


197 Clarendon Street 


Boston, Massachusetts 02116 


Attention: Jaime Hertel Dasque, Managing Director & Senior
Counsel 


Facsimile: (617) 450-8081 


Email: jdasque@jhancock.com


 


with a copy to:


 


White and Williams LLP 


7 Times Square, Suite 2900 


New York, New York 10036 


Attention: Steven E. Coury, Esq. 


Facsimile: (914) 487-7331 


Email: courys@whiteandwilliams.com]


 


[FOR DESERT MARKETPLACE:


 


NOTE A-2:


 


Notice Address


 


[Grass River Warehouse Facility Entity One, LLC 


2977 McFarlane Road, Suite 300


 






    Exhibit UU-3 


     


    

 


Coconut Grove, Florida 33133 


Attention: Legal Dept. 


Email: legal@grassriver.com


 


with a copy to:


 


Dechert LLP 


Circa Centre 


2929 Arch Street 


Philadelphia, Pennsylvania 19104 


Attention: Richard D. Jones]


 


VIA [EMAIL]


 


		Re:	CSAIL 2019-C15 Commercial Mortgage Trust,

Commercial
Mortgage Pass-Through Certificates, Series 2019-C15



  


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 11.07 of the Pooling and Servicing Agreement, dated as of March 1, 2019, by and among Credit Suisse Commercial
Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
and 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 2019-C15 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-C15 to inform you that a Form 8-K/A was filed on [DATE]
on behalf of the CSAIL 2019-C15 Commercial Mortgage Trust.


 


The filing can be viewed at:


 


[EDGAR LINK TO FILING]


 


Thank you for your attention to this matter.


 


Date: _________________________


 






    Exhibit UU-4 


     


    

 





	 	Wells Fargo Bank, National Association, as Certificate
Administrator for the Holders of the CSAIL 2019-C15 Commercial Mortgage Trust,

Commercial Mortgage Pass-Through Certificates, Series 2019-C15
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





  




    Exhibit UU-5 


     


    

 


EXHIBIT
VV


 


FORM OF CERTIFICATE ADMINISTRATOR RECEIPT
OF THE HRR CERTIFICATES


 


[Date]


 


	Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee	
        Grass River Real Estate Credit Partners REIT LLC

Attn.: General Counsel

2977 McFarlane Road, Suite 300

Miami, FL 33133

Email: mjefferis@3650REIT.com 

	 	 


		Re:	CSAIL Commercial Mortgage Securities Trust 2019-C15, Commercial Mortgage
Pass-Through Certificates, Series 2019-C15 



 


In accordance with
Section 5.01(c) and 5.03(i) of the Pooling and Servicing Agreement, dated as of March 1, 2019 (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 Grass River Real Estate Credit Partners REIT
LLC, 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.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity

but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








  




    Exhibit VV-1 


     


    

 


EXHIBIT
WW


 


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	
        3650 REIT

Attn.: General Counsel

2977 McFarlane Road, Suite 300

Miami, FL 33133

Email: mjefferis@3650REIT.com 

	 	 
	
        Wells Fargo Bank, National Association 

        9062 Old Annapolis Road 

        Columbia, Maryland 21045 

        Attention: Corporate Trust Services 

        CSAIL 2019-C15 Commercial Mortgage Trust

         
	 


		Re:	CSAIL Commercial Mortgage Securities Trust 2019-C15, Commercial Mortgage
Pass-Through Certificates, Series 2019-C15 



 


Ladies and Gentlemen:


 


In accordance with
Section 5.01(c) of the Pooling and Servicing Agreement, dated as of March 1, 2019 (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 WW-1 


     


    

 





	 	[CERTIFICATEHOLDER]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





  




    Exhibit WW-2 


     


    

 


SCHEDULE
1


 


Mortgage
Loans with Additional Debt


 


		1.	Darden Headquarters






		2.	SITE JV Portfolio






		3.	787 Eleventh Avenue






		4.	Causeway Square






		5.	ExchangeRight Net Leased Portfolio 24






		6.	2 North 6th Place






		7.	Saint Louis Galleria






		8.	Georgetown Squared & Seattle Design Center






		9.	Continental Towers






		10.	Nebraska Crossing






		11.	Desert Marketplace






		12.	Country Club Corners






		13.	Prudential – Digital Realty Portfolio



 




    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.	Darden Headquarters



 


		2.	Embassy Suites Portland Washington Square



 


		3.	Causeway Square



 


		4.	Bernardus Lodge & Spa



 


		5.	2 North 6th Place



 


		6.	Courtyard San Antonia Riverwalk



 


		7.	Georgetown Squared & Seattle Design Center



 


		8.	Temperance Industrial



 


		9.	Continental Towers



 


		10.	Desert Marketplace



 


		11.	One Lincoln Center



 


		12.	WHG Portfolio



 


		13.	Mesa Royale Senior Apartments



 


		14.	Town Point Center



 


		15.	Brooklyn Multifamily Portfolio



 


		16.	Homewood Suites by Hilton Concord Charlotte



 


		17.	Hampton Inn & Suites Fayetteville



 


		18.	Hampton Inn & Suites Walterboro



 


		19.	Jewel Osco & State Road Plaza



 


		20.	Shops at College Claremont



 


		21.	R&R REIT Extended Stay



 


		22.	Charlotte Storage Portfolio



 


		23.	CVS - Greenfield, IN



 






    Schedule 3-1