Exhibit 4.3


 





EXECUTION VERSION


 





CREDIT SUISSE COMMERCIAL MORTGAGE SECURITIES
CORP.,

as Depositor


 


KeyBank
National Association,

as Master Servicer


 


CWCAPITAL
ASSET MANAGEMENT LLC,

as Special Servicer


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator and as Trustee


 


and


 


PARK BRIDGE LENDER SERVICES LLC,

as Operating Advisor and as Asset Representations Reviewer


 


POOLING AND SERVICING AGREEMENT


 


Dated as of


 


November 1, 2017


 


CSAIL 2017-CX10 Commercial Mortgage Trust,

Commercial Mortgage Pass-Through Certificates


 


Series 2017-CX10


 




    


     


    

 


TABLE OF CONTENTS


 


Page


 





	Article I
	 
	DEFINITIONS
	 
	Section 1.01	Defined Terms	10
	Section 1.02	Certain Calculations	173
	Section 1.03	Certain Constructions	175
	 	 	 
	Article II
	 
	CONVEYANCE OF MORTGAGE LOANS AND TRUST SUBORDINATE COMPANION LOANS;
	ORIGINAL ISSUANCE OF CERTIFICATES
	 
	Section 2.01	Conveyance of Mortgage Loans and the Trust Subordinate
    Companion Loans	176
	Section 2.02	Acceptance by Trustee	183
	Section 2.03	Representations, Warranties and Covenants of
    the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans or Repurchase of a Trust Subordinate
    Companion Loan for Defects in Mortgage Files and Breaches of Representations and Warranties	188
	Section 2.04	Execution of Certificates; Issuance of Lower-Tier
    Regular Interests; Issuance of Trust Subordinate Companion Loan REMIC Regular Interests	204
	Section 2.05	Creation of the Grantor Trust	205
	 	 	 
	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	206
	Section 3.02	Collection of Mortgage Loan Payments	213
	Section 3.03	Collection of Taxes, Assessments and Similar
    Items; Servicing Accounts	218
	Section 3.04	The Collection Account, the Lower-Tier REMIC
    Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve
    Account, the Excess Interest Distribution Account, the Regular Interest Distribution 	 



 






    -i-


     


    

 


	 	Account, the Gain-on-Sale Reserve Account
    and the Trust Subordinate Companion Loan REMIC Distribution Accounts	223
	Section 3.05	Permitted Withdrawals from the Collection Account,
    the Distribution Accounts and the Companion Distribution Account	231
	Section 3.06	Investment of Funds in the Collection Account
    and the REO Account	246
	Section 3.07	Maintenance of Insurance Policies; Errors and
    Omissions and Fidelity Coverage	248
	Section 3.08	Enforcement of Due-on-Sale Clauses; Assumption
    Agreements	253
	Section 3.09	Realization Upon Defaulted Loans and Companion
    Loans	258
	Section 3.10	Trustee and Custodian to Cooperate; Release
    of Mortgage Files	262
	Section 3.11	Servicing Compensation	263
	Section 3.12	Inspections; Collection of Financial Statements	271
	Section 3.13	Access to Certain Information	276
	Section 3.14	Title to REO Property; REO Account	291
	Section 3.15	Management of REO Property	292
	Section 3.16	Sale of Defaulted Loans and REO Properties	295
	Section 3.17	Additional Obligations of Master Servicer and
    Special Servicer	302
	Section 3.18	Modifications, Waivers, Amendments and Consents	305
	Section 3.19	Transfer of Servicing Between Master Servicer
    and Special Servicer; Recordkeeping; Asset Status Report	313
	Section 3.20	Sub-Servicing Agreements	321
	Section 3.21	Interest Reserve Account	325
	Section 3.22	Directing Holder and Operating Advisor Contact
    with the Master Servicer and the Special Servicer	325
	Section 3.23	Controlling Class Certificateholders, Directing
    Certificateholder and the Risk Retention Consultation Party; Certain Rights and Powers of Directing Holder and the Risk Retention
    Consultation Party	325
	Section 3.24	Intercreditor Agreements	331
	Section 3.25	Rating Agency Confirmation	334
	Section 3.26	The Operating Advisor	335
	Section 3.27	Companion Paying Agent	343
	Section 3.28	Companion Register	344
	Section 3.29	Certain Matters Relating to the Non-Serviced
    Mortgage Loans	344
	Section 3.30	Delivery of Excluded Information to the Certificate
    Administrator	346
	Section 3.31	Trust Subordinate Companion Loans	347
	Section 3.32	The Loan-Specific Directing Holders	348
	Section 3.33	Horizontal Credit Risk Retention	349
	Section 3.34	Resignation Upon Prohibited Risk Retention Affiliation	350
	 	 	 
	Article IV
	 
	distributions
    TO CERTIFICATEHOLDERS
	 
	Section 4.01	Distributions	351
	Section 4.02	Distribution Date Statement; CREFC® Investor
    Reporting Packages; Grant of Power of Attorney	387



 






    -ii-


     


    

 


	Section 4.03	P&I Advances	393
	Section 4.04	Allocation of Realized Losses	397
	Section 4.05	Appraisal Reduction Amounts; Collateral Deficiency
    Amounts	401
	Section 4.06	Grantor Trust Reporting	410
	Section 4.07	Investor Q&A Forum; Investor Registry; and
    Rating Agency Q&A Forum and Document Request Tool	411
	Section 4.08	Secure Data Room	414
	 	 	 
	Article V
	 
	THE CERTIFICATES
	 
	Section 5.01	The Certificates	415
	Section 5.02	Form and Registration	418
	Section 5.03	Registration of Transfer and Exchange of Certificates	422
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	432
	Section 5.05	Persons Deemed Owners	433
	Section 5.06	Access to List of Certificateholders’
    Names and Addresses; Special Notices	433
	Section 5.07	Maintenance of Office or Agency	434
	Section 5.08	Appointment of Certificate Administrator	434
	Section 5.09	Exchanges of Exchangeable Groups of Certificates	435
	Section 5.10	Voting Procedures	439
	 	 	 
	Article VI
	 
	THE
    DEPOSITOR, THE MASTER SERVICER, THE Special Servicer, the Operating Advisor, the asset representations reviewer, THE DIRECTING Holder and the risk retention consultation party
	 
	Section 6.01	Representations, Warranties and Covenants of
    the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer	441
	Section 6.02	Liability of the Depositor, the Master Servicer,
    the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	447
	Section 6.03	Merger, Consolidation or Conversion of the Depositor,
    the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer	447
	Section 6.04	Limitation on Liability of the Depositor, the
    Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	449
	Section 6.05	Depositor, Master Servicer and Special Servicer
    Not to Resign	454
	Section 6.06	Rights of the Depositor in Respect of the Master
    Servicer and the Special Servicer	454
	Section 6.07	The Master Servicer and the Special Servicer
    as Certificate Owner	455
	Section 6.08	The Directing Holder and the Risk Retention
    Consultation Party	455



 






    -iii-


     


    

 


	Section 6.09	Knowledge of Wells Fargo Bank, National Association	463
	 	 	 
	Article VII
	 
	SERVICER TERMINATION EVENTS
	 
	Section 7.01	Servicer Termination Events; Master Servicer
    and Special Servicer Termination	464
	Section 7.02	Trustee to Act; Appointment of Successor	475
	Section 7.03	Notification to Certificateholders	477
	Section 7.04	Waiver of Servicer Termination Events	477
	Section 7.05	Trustee as Maker of Advances	478
	 	 	 
	Article VIII
	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	478
	Section 8.02	Certain Matters Affecting the Trustee and the
    Certificate Administrator	480
	Section 8.03	Trustee and Certificate Administrator Not Liable
    for Validity or Sufficiency of Certificates, Mortgage Loans or Trust Subordinate Companion Loans	482
	Section 8.04	Trustee or Certificate Administrator May Own
    Certificates	482
	Section 8.05	Fees and Expenses of Trustee and Certificate
    Administrator; Indemnification of Trustee and Certificate Administrator	483
	Section 8.06	Eligibility Requirements for Trustee and Certificate
    Administrator	484
	Section 8.07	Resignation and Removal of the Trustee and Certificate
    Administrator	485
	Section 8.08	Successor Trustee or Certificate Administrator	488
	Section 8.09	Merger or Consolidation of Trustee or Certificate
    Administrator	488
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	489
	Section 8.11	Appointment of Custodians	490
	Section 8.12	Representations and Warranties of the Trustee	490
	Section 8.13	Provision of Information to Certificate Administrator,
    Master Servicer and Special Servicer	491
	Section 8.14	Representations and Warranties of the Certificate
    Administrator	492
	Section 8.15	Compliance with the PATRIOT Act	493
	 	 	 
	Article IX
	 
	TERMINATION
	 
	Section 9.01	Termination upon Repurchase or Liquidation of
    All Mortgage Loans	494
	Section 9.02	Additional Termination Requirements	498



 






    -iv-


     


    

 


	Article X
	 
	ADDITIONAL REMIC PROVISIONS
	 
	Section 10.01	REMIC Administration	499
	Section 10.02	Use of Agents	503
	Section 10.03	Depositor, Master Servicer and Special Servicer
    to Cooperate with Certificate Administrator	503
	Section 10.04	Appointment of REMIC Administrators	503
	 	 	 
	Article XI
	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 
	Section 11.01	Intent of the Parties; Reasonableness	504
	Section 11.02	Succession; Subcontractors	505
	Section 11.03	Filing Obligations	507
	Section 11.04	Form 10-D and Form ABS-EE Filings	508
	Section 11.05	Form 10-K Filings	512
	Section 11.06	Sarbanes-Oxley Certification	515
	Section 11.07	Form 8-K Filings	516
	Section 11.08	Form 15 Filing	518
	Section 11.09	Annual Compliance Statements	519
	Section 11.10	Annual Reports on Assessment of Compliance with
    Servicing Criteria	520
	Section 11.11	Annual Independent Public Accountants’
    Attestation Report	523
	Section 11.12	Certain Matters Regarding Significant Obligors	524
	Section 11.13	Indemnification	524
	Section 11.14	Amendments	526
	Section 11.15	Regulation AB Notices	527
	Section 11.16	Certain Matters Relating to the Future Securitization
    of the Serviced Pari Passu Companion Loans	527
	Section 11.17	Impact of Cure Period	532
	 	 	 
	Article XII
	 
	the
    asset representations reviewer
	 
	Section 12.01	Asset Review	532
	Section 12.02	Payment of Asset Representations Reviewer Fees
    and Expenses; Limitation of Liability	538
	Section 12.03	Resignation of the Asset Representations Reviewer	539
	Section 12.04	Restrictions of the Asset Representations Reviewer	540
	Section 12.05	Termination of the Asset Representations Reviewer	540



 






    -v-


     


    

 


	Article XIII
	 
	MISCELLANEOUS PROVISIONS
	 
	Section 13.01	Amendment	543
	Section 13.02	Recordation of Agreement; Counterparts	548
	Section 13.03	Limitation on Rights of Certificateholders	549
	Section 13.04	Governing Law; Submission to Jurisdiction; Waiver
    of Jury Trial	550
	Section 13.05	Notices	550
	Section 13.06	Severability of Provisions	555
	Section 13.07	Grant of a Security Interest	556
	Section 13.08	Successors and Assigns; Third Party Beneficiaries	556
	Section 13.09	Article and Section Headings	557
	Section 13.10	Notices to the Rating Agencies	557




 






    -vi-


     


    

 





EXHIBITS


 





	Exhibit A-1	Form of Class A-1 Certificate
	Exhibit A-2	Form of Class A-2 Certificate
	Exhibit A-3	Form of Class A-3 Certificate
	Exhibit A-4	Form of Class A-4 Certificate
	Exhibit A-5	Form of Class A-5 Certificate
	Exhibit A-6	Form of Class A-SB Certificate
	Exhibit A-7	Form of Class X-A Certificate
	Exhibit A-8	Form of Class X-B Certificate
	Exhibit A-9	Form of Class 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 X-E Certificate
	Exhibit A-13	Form of Class D Certificate
	Exhibit A-14	Form of Class E Certificate
	Exhibit A-15	Form of Class F Certificate
	Exhibit A-16	Form of Class NR Certificate
	Exhibit A-17	Form of Class R Certificate
	Exhibit A-18	Form of Class Z Certificate
	Exhibit A-19	Form of Class V1-A Certificate
	Exhibit A-20	Form of Class V1-B Certificate
	Exhibit A-21	Form of Class V1-D Certificate
	Exhibit A-22	Form of Class V1-E Certificate
	Exhibit A-23	Form of Class V1-F Certificate
	Exhibit A-24	Form of Class V1-Z Certificate
	Exhibit A-25	Form of Class V2-A Certificate
	Exhibit A-26	Form of Class V2-Z Certificate
	Exhibit A-27	Form of Class UES-A Certificate
	Exhibit A-28	Form of Class UES-B Certificate
	Exhibit A-29	Form of Class UES-C Certificate
	Exhibit A-30	Form of Class UES-D Certificate
	Exhibit A-31	Form of Class UES-X Certificate
	Exhibit A-32	Form of Class V1-UESA Certificate
	Exhibit A-33	Form of Class V1-UESD Certificate
	Exhibit A-34	Form of Class V2-UES Certificate
	Exhibit A-35	Form of Class STN-A Certificate
	Exhibit A-36	Form of Class STN-B Certificate
	Exhibit A-37	Form of Class STN-X Certificate
	Exhibit A-38	Form of Class STN-C Certificate
	Exhibit A-39	Form of Class V1-STNA Certificate
	Exhibit A-40	Form of Class V1-STNC Certificate
	Exhibit A-41	Form of Class V2-STN 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



 






    -vii-


     


    

 


	Exhibit D-2	Form of Transferor Letter for Transfers of the Class R Certificates
	Exhibit D-3	Form of Transferee Certificate for Transfers of [the VRR Interest] [the Y&L Towers VRR Interest] [the Standard Highline VRR Interest]
	Exhibit D-4	Form of Transferor Certificate for Transfers of [the VRR Interest] [the Y&L Towers VRR Interest] [the Standard Highline VRR Interest] 
	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, Class Z, Class V1-E, Class V1-F, Class V1-Z, Class V2-A and Class V2-Z Certificates
	Exhibit G	Form of Distribution Date Statement
	Exhibit H	Form of Omnibus Assignment
	Exhibit I	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate During Restricted Period
	Exhibit J	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate After Restricted Period
	Exhibit K	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate During Restricted Period
	Exhibit L	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate After Restricted Period
	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 and/or the Risk Retention Consultation 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, the Risk Retention Consultation Party 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	Form of Certification of the Risk Retention Consultation Party



 






    -viii-


     


    

 


	Exhibit P-2	Form of Certification for NRSROs 
	Exhibit P-3	Online Market Data Provider Certification
	Exhibit Q	Custodian Certification/Exception Report
	Exhibit R-1	Form of Power of Attorney – Master Servicer
	Exhibit R-2	Form of Power of Attorney –Special Servicer
	Exhibit S	Initial Companion Holders
	Exhibit T	Form of Notice Relating to the Non-Serviced Mortgage Loans
	Exhibit U	Form of Notice and Certification Regarding Defeasance of Mortgage Loan
	Exhibit V	Form of Operating Advisor Annual Report
	Exhibit W	Form of Notice from Operating Advisor Recommending Replacement of Special Servicer
	Exhibit X	Form of Confidentiality Agreement
	Exhibit Y	Form Certification to be Provided with Form 10-K
	Exhibit Z-1	Form of Certification to be Provided to Depositor by Certificate Administrator
	Exhibit Z-2	Form of Certification to be Provided to Depositor by Master Servicer
	Exhibit Z-3	Form of Certification to be Provided to Depositor by Special Servicer
	Exhibit Z-4	Form of Certification to be Provided to Depositor by Trustee
	Exhibit Z-5	Form of Certification to be Provided to Depositor by Operating Advisor
	Exhibit Z-6	Form of Certification to be Provided to Depositor by Custodian
	Exhibit Z-7	Form of Certification to be Provided to Depositor by Asset Representations Reviewer
	Exhibit AA	Servicing Criteria to be Addressed in Assessment of Compliance
	Exhibit BB	Additional Form 10-D Disclosure
	Exhibit CC	Additional Form 10-K Disclosure
	Exhibit DD	Form 8-K Disclosure Information
	Exhibit EE	Additional Disclosure Notification
	Exhibit FF	Initial Sub-Servicers
	Exhibit GG	Servicing Function Participants
	Exhibit HH	Form of Annual Compliance Statement
	Exhibit II	Form of Report on Assessment of Compliance with Servicing Criteria
	Exhibit JJ	CREFC® Payment Information
	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	Form of Notice of Exchange of Exchangeable Groups of Certificates
	Exhibit UU	Form of Certificate Administrator Receipt of the HRR Certificates
	Exhibit VV	Form of Payment Instructions for the HRR Certificates



 






    -ix-


     


    

 


	Exhibit WW	Form of Notice of Purchase of a Y&L Towers and/or Standard Highline Controlling Class Certificate




 






    -x-


     


    

 





SCHEDULES


 





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




 






    -xi-


     


    

 








This Pooling and Servicing
Agreement is dated and effective as of November 1, 2017, among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset
Representations Reviewer.


 


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 and two
separate trust subordinate companion loans interest in related commercial mortgage loans. As provided herein, the Certificate Administrator
shall elect or shall cause an election to be made to treat designated portions of the Trust (exclusive of the Excess Interest and
the proceeds thereof in the Excess Interest Distribution Account) for federal income tax purposes as four separate real estate
mortgage investment conduits (the “Upper-Tier REMIC”, the “Lower-Tier REMIC”, the “Y&L
Towers Trust Subordinate Companion Loan REMIC” and the “Standard Highline Trust Subordinate Companion Loan REMIC”,
each a “Trust REMIC” as described herein).


 


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


 


The Depositor intends
to sell the Certificates to the Underwriters, the Initial Purchasers and the Loan-Specific Initial Purchasers.


 


TRUST SUBORDINATE COMPANION
LOAN REMICS


 


The Y&L Towers Trust
Subordinate Companion Loan REMIC will hold the Y&L Towers Trust Subordinate Companion Loan and the proceeds of such Y&L
Towers Trust Subordinate Companion Loan, together with its allocable share of any related property acquired by foreclosure or deed-in-lieu
of foreclosure and will issue the Class LUES-A, Class LUES-B, Class LUES-C and Class LUES-D Uncertificated
Interests as the “regular interests” in the Y&L Towers Trust Subordinate Companion Loan REMIC (the “Y&L
Towers Trust Subordinate Companion Loan REMIC Regular Interests”) and the uncertificated Class UES-R Interest, which
is the sole class of residual interests in the Y&L Towers Trust Subordinate Companion Loan REMIC and is represented by the
Class R Certificates. Any Y&L Towers Trust Subordinate


 



     -1-


     


    

 


Companion Loan Available Funds remaining in the Y&L Towers Trust
Subordinate Companion Loan REMIC Distribution Account after all required distributions under this Agreement have been made to the
Y&L Towers Loan-Specific Certificates will be deemed distributed to the Class UES-R Interest and shall be payable to the Holders
of the Class R Certificates.


 


The Holders of the Y&L
Towers Loan-Specific Certificates shall only be entitled to receive distributions in respect of, and shall only incur losses with
respect to, the Y&L Towers Trust Subordinate Companion Loan, which will not be pooled with the other Mortgage Loans backing
the Certificates other than the Y&L Towers Loan-Specific Certificates. No Class of Certificates (other than the Y&L Towers
Loan-Specific Certificates and the Class R Certificates) has an interest in the Y&L Towers Trust Subordinate Companion Loan.


 


	
        Class Designation
	 	
        Pass-Through
Rate 
	 	Original Lower-Tier
 Principal Amount 



	Class LUES-A	 	(1)	 	$	89,010,000	 
	Class LUES-B	 	(1)	 	$	31,060,000	 
	Class LUES-C	 	(1)	 	$	36,840,000	 
	Class LUES-D	 	(1)	 	$	43,090,000	 




 





 



 


		(1)	The
                                         pass-through rate for each Class of Y&L Towers Trust Subordinate Companion Loan REMIC
                                         Regular Interests on any Distribution Date will equal the Net Mortgage Rate on the Y&L
                                         Towers Trust Subordinate Companion Loan.



 


The Standard Highline
Trust Subordinate Companion Loan REMIC will hold the Standard Highline Trust Subordinate Companion Loan and the proceeds of such
Standard Highline Trust Subordinate Companion Loan, together with its allocable share of any related property acquired by foreclosure
or deed-in-lieu of foreclosure and will issue the Class LSTN-A, Class LSTN-B and Class LSTN-C Uncertificated Interests as the “regular
interests” in the Standard Highline Trust Subordinate Companion Loan REMIC (the “Standard Highline Trust Subordinate
Companion Loan REMIC Regular Interests”) and the uncertificated Class STN-R Interest, which is the sole class of residual
interests in the Standard Highline Trust Subordinate Companion Loan REMIC and is represented by the Class R Certificates. Any Standard
Highline Trust Subordinate Companion Loan Available Funds remaining in the Standard Highline Trust Subordinate Companion Loan REMIC
Distribution Account after all required distributions under this Agreement have been made to the Standard Highline Loan-Specific
Certificates will be deemed distributed to the Class STN-R Interest and shall be payable to the Holders of the Class R Certificates.


 


The Holders of the Standard
Highline Loan-Specific Certificates shall only be entitled to receive distributions in respect of, and shall only incur losses
with respect to, the Standard Highline Trust Subordinate Companion Loan, which will not be pooled with the other Mortgage Loans
backing the Certificates other than the Standard Highline Loan-Specific Certificates. No Class of Certificates (other than the
Standard Highline Loan-Specific Certificates and the Class R Certificates) has an interest in the Standard Highline Trust Subordinate
Companion Loan.


 






     -2-


     


    

 


	
        Class Designation
	 	
        Pass-Through
Rate 
	 	Original Lower-Tier
 Principal Amount 



	Class LSTN-A	 	(1)	 	$	21,070,000	 
	Class LSTN-B	 	(1)	 	$	19,810,000	 
	Class LSTN-C	 	(1)	 	$	17,520,000	 




 





 



 


		(1)	The
                                         pass-through rate for each Class of Standard Highline Trust Subordinate Companion Loan
                                         REMIC Regular Interests on any Distribution Date will equal the Net Mortgage Rate on
                                         the Standard Highline Trust Subordinate Companion Loan.



 


LOWER-TIER REMIC


 


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


 


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


 


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



	Class LA-1	 	(1)	 	$	14,888,000	 
	Class LA-2	 	(1)	 	$	81,680,000	 
	Class LA-3	 	(1)	 	$	143,190,000	 
	Class LA-4	 	(1)	 	$	102,361,000	 
	Class LA-5	 	(1)	 	$	237,373,000	 
	Class LA-SB	 	(1)	 	$	19,217,000	 
	Class LA-S	 	(1)	 	$	93,014,000	 
	Class LB	 	(1)	 	$	49,180,000	 
	Class LC	 	(1)	 	$	31,004,000	 
	Class LD	 	(1)	 	$	34,212,000	 
	Class LE	 	(1)	 	$	17,106,000	 
	Class LF	 	(1)	 	$	8,553,000	 
	Class LNR	 	(1)	 	$	23,521,491	 
	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 



 






     -3-


     


    

 


Distribution
Amount will be deemed distributed to the Class LR Interest and shall be payable to the Holders of the Class R Certificates.


 


UPPER-TIER REMIC


 


The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests and the Trust Subordinate Companion Loan REMIC Regular Interests and will issue the
Regular Interests, 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 GRANTOR TRUST


 


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


 


THE CERTIFICATES


 


The following table sets
forth the Class designation and initial Certificate Balance or initial Notional Amount of each Class of Regular Interests (collectively,
the “Corresponding Regular Interests”), and the corresponding Lower-Tier Regular Interest (the “Corresponding
Lower-Tier Regular Interests”), Y&L Towers Trust Subordinate Companion Loan REMIC Regular Interest (the “Corresponding
Y&L Towers Trust Subordinate Companion Loan REMIC Regular Interests”) and Standard Highline Trust Subordinate Companion
Loan REMIC Regular Interest (the “Corresponding Standard Highline Trust Subordinate Companion Loan REMIC Regular Interests”),
and the corresponding Classes of Certificates (the “Corresponding Certificates”).


 


	Corresponding
                                                           


                                                           Regular 
 Interests(1)(2)
	 	Initial
                    Certificate 

Balance or 

Notional Amount 


	 	Corresponding
        Lower-Tier 


                                                           Regular Interests, Corresponding 

Y&L Towers Trust Subordinate 

Companion Loan REMIC Regular 


                                                           Interests or
        Corresponding 


                                                           Standard Highline Trust 


                                                           Subordinate Companion Loan 


                                                           REMIC Regular Interests(1) 
	 	

Initial
                    Lower-Tier 

Principal Amount


	 	Corresponding
        

Certificates 

	Class A-1 Regular
    Interest	 	$14,888,000	 	LA-1	 	$14,888,000	 	Class A-1

    Class V1-A

    Class V2-A
	Class A-2 Regular
    Interest	 	$81,680,000	 	LA-2	 	$81,680,000	 	Class A-2

    Class V1-A

    Class V2-A
	Class A-SB Regular
    Interest	 	$19,217,000	 	LA-SB	 	$19,217,000	 	Class A-SB

    Class V1-A

    Class V2-A
	Class A-3 Regular
    Interest	 	$143,190,000	 	LA-3	 	$143,190,000	 	Class A-3

    Class V1-A

    Class V2-A
	Class A-4 Regular
    Interest	 	$102,361,000	 	LA-4	 	$102,361,000	 	Class A-4

    Class V1-A

    Class V2-A



 






     -4-


     


    

 


	Corresponding
                                                           


                                                           Regular 
 Interests(1)(2)
	 	Initial
                    Certificate 

Balance or 

Notional Amount 


	 	Corresponding
        Lower-Tier 


                                                           Regular Interests, Corresponding 

Y&L Towers Trust Subordinate 

Companion Loan REMIC Regular 


                                                           Interests or
        Corresponding 


                                                           Standard Highline Trust 


                                                           Subordinate Companion Loan 


                                                           REMIC Regular Interests(1) 
	 	

Initial
                    Lower-Tier 

Principal Amount


	 	Corresponding
        

Certificates 

	Class A-5 Regular
    Interest	 	$237,373,000	 	LA-5	 	$237,373,000	 	Class A-5

    Class V1-A

    Class V2-A
	Class X-A Regular
    Interest	 	$691,723,000(2)	 	N/A	 	N/A	 	Class X-A

    Class V1-A

    Class V2-A
	Class X-B Regular
    Interest	 	$80,184,000(2)	 	N/A	 	N/A	 	Class X-B

    Class V1-B

    Class V2-A
	Class X-E Regular
    Interest	 	$17,106,000(2)	 	N/A	 	N/A	 	Class X-E

    Class V1-E

    Class V2-A
	Class A-S Regular
    Interest	 	$93,014,000	 	LA-S	 	$93,014,00	 	Class A-S

    Class V1-A

    Class V2-A
	Class B Regular
    Interest	 	$49,180,000	 	LB	 	$49,180,000	 	Class B

    Class V1-B

    Class V2-A
	Class C Regular
    Interest	 	$31,004,000	 	LC	 	$31,004,000	 	Class C

    Class V1-B

    Class V2-A
	Class D Regular
    Interest	 	$34,212,000	 	LD	 	$34,212,000	 	Class D

    Class V1-D

    Class V2-A
	Class E Regular
    Interest	 	$17,106,000	 	LE	 	$17,106,000	 	Class E

    Class V1-E

    Class V2-A
	Class F Regular
    Interest	 	$8,553,000	 	LF	 	$8,553,000	 	Class F

    Class V1-F

    Class V2-A
	Class NR Regular Interest	 	$23,521,491	 	LNR	 	$23,521,491	 	Class NR

    Class V1-E

    Class V2-A
	Class UES-A Regular
    Interest	 	$89,010,000	 	LUES-A	 	$89,010,000	 	Class UES-A

        Class V1-UESA

        Class V2-UES

        
	Class UES-B Regular
    Interest	 	$31,060,000	 	LUES-B	 	$31,060,000	 	Class UES-B


        Class V1-UESA


        Class V2-UES

        
	Class UES-C Regular
    Interest	 	$36,840,000	 	LUES-C	 	$36,840,000	 	Class UES-C


        Class V1-UESA


        Class V2-UES

        
	Class UES-D Regular
    Interest	 	$43,090,000	 	LUES-D	 	$43,090,000	 	Class
        UES-D


        Class V1-UESD


        Class V2-UES

        
	Class UES-X Regular
    Interest	 	$156,910,000	 	N/A	 	$156,910,000	 	Class
        UES-X


        Class V1-UESA


        Class V2-UES

        
	Class STN-A Regular
    Interest	 	$21,070,000	 	LSTN-A	 	$21,070,000	 	Class
        STN-A


        Class V1-STNA


        Class
        V2-STN

        
	Class STN-B Regular
    Interest	 	$19,810,000	 	LSTN-B	 	$19,810,000	 	Class
        STN-B


        Class V1-STNA


        Class
        V2-STN

        
	Class STN-X Regular
    Interest	 	$40,880,000	 	N/A	 	$40,880,000	 	Class
        STN-X


        Class V1-STNA


        Class
        V2-STN

        
	Class STN-C Regular
    Interest	 	$17,520,000	 	LSTN-C	 	$17,520,000	 	Class STN-C


        Class V1-STNC


        Class
        V2-STN

        



 






     -5-


     


    

 





 



 

		(1)	The
                                         Lower-Tier Regular Interest or Trust Subordinate Companion Loan REMIC Regular Interests,
                                         as applicable, that correspond to any particular Class of Regular Interest also correspond
                                         to each other and, accordingly, constitute the (i) Corresponding Lower-Tier Regular
                                         Interest, Corresponding Y&L Towers Trust Subordinate Companion Loan REMIC Regular
                                         Interests or Corresponding Standard Highline Trust Subordinate Companion Loan REMIC Regular
                                         Interests, as applicable, and (ii) Corresponding Regular Interest, respectively,
                                         with respect to each other.



 


		(2)	The
                                         Class of Regular Interests that correspond to any particular Class or Classes of Certificates
                                         also correspond to each other and, accordingly, constitute the (i) Corresponding
                                         Regular Interest and (ii) Corresponding Certificates, respectively, with respect
                                         to each other.



 


The following table sets
forth the Class designation and initial Certificate Balance or initial Notional Amount, as applicable, and the initial maximum
balance of each Class of Certificates (other than the Class R and Class Z Certificates).


 


	Class
	 	Initial
        Certificate Balance or Notional Amount(1) 
	 	Initial
        Maximum Balance(2) 

	Class A-1	 	$14,888,000	 	$14,888,000
	Class A-2	 	$81,680,000	 	$81,680,000
	Class A-SB	 	$19,217,000	 	$19,217,000
	Class A-3	 	$143,190,000	 	$143,190,000
	Class A-4	 	$102,361,000	 	$102,361,000
	Class A-5	 	$237,373,000	 	$237,373,000
	Class X-A	 	$691,723,000(3)	 	$691,723,000(3)
	Class X-B	 	$80,184,000(3)	 	$80,184,000(3)
	Class A-S	 	$93,014,000	 	$93,014,000
	Class B	 	$49,180,000	 	$49,180,000
	Class C	 	$31,004,000	 	$31,004,000
	Class X-E	 	$17,106,000(3)	 	$17,106,000(3)
	Class D	 	$34,212,000	 	$34,212,000
	Class E	 	$17,106,000	 	$17,106,000
	Class F	 	$8,553,000	 	$8,553,000
	Class NR	 	$23,521,491	 	$23,521,491
	Class V1-A	 	$0	 	$691,723,000
	Class V1-B	 	$0	 	$80,184,000
	Class V1-D	 	$0	 	$34,212,000
	Class V1-E	 	$0	 	$17,106,000
	Class V1-F	 	$0	 	$32,074,491
	Class V2-A	 	$0	 	$855,299,491
	Class UES-A	 	$89,010,000	 	$89,010,000
	Class UES-B	 	$31,060,000	 	$31,060,000
	Class UES-C	 	$36,840,000	 	$36,840,000
	Class UES-D	 	$43,090,000	 	$43,090,000
	Class UES-X	 	$156,910,000(3)	 	$156,910,000(3)
	Class V1-UESA	 	$0	 	$156,910,000
	Class V1-UESD	 	$0	 	$43,090,000
	Class V2-UES	 	$0	 	$200,000,000
	Class STN-A	 	$21,070,000	 	$21,070,000
	Class STN-B	 	$19,810,000	 	$19,810,000
	Class STN-C	 	$17,520,000	 	$17,520,000
	Class STN-X	 	$40,880,000	 	$40,880,000
	Class V1-STNA	 	$0	 	$40,880,000
	Class V1-STNC	 	$0	 	$17,520,000
	Class V2-STN	 	$0	 	$58,400,000



 






     -6-


     


    

 

		(1)	The
                                         Initial Certificate Balance and the Initial Notional Amount, as applicable, of each Class
                                         of Certificates will be subject to re-designation as between such Classes pursuant to
                                         Section 5.09.



 


		(2)	The
                                         Initial Maximum Balance of each Class of the Regular Certificates shown in the table
                                         above represents the maximum Certificate Balance or Notional Amount, as applicable, of
                                         such Class without giving effect to any issuance of Class V1-UESA, Class V1-UESD,
                                         Class V1-STNA, Class V1-STNC, Class V1-A, Class V1-B, Class V1-D,
                                         Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z,
                                         Class V2-UES or Class V2-STN Certificates. The Initial Maximum Balance of the
                                         Class V1-UESA, Class V1-UESD, Class V1-STNA, Class V1-STNC, Class V1-A,
                                         Class V1-B, Class V1-D, Class V1-Z, Class V2-A, Class V2-Z,
                                         Class V2-UES or Class V2-STN Certificates shown in the table above represents
                                         the maximum principal balance of such Certificates that could be issued in an exchange
                                         pursuant to Section 5.09.



 


		(3)	The
                                         Class X-A, Class X-B, Class X-E, Class UES-X, Class STN-X, Class Z
                                         and Class R Certificates do not have Certificate Balances. Additionally, the Class Z
                                         and Class R Certificates do not have Notional Amounts. The Certificate Balance of
                                         any Class of Certificates (other than the Class X, Class Z and Class R Certificates)
                                         or Regular Interest outstanding at any time represents the maximum amount which holders
                                         thereof are entitled to receive as distributions allocable to principal from the cash
                                         flow on the Mortgage Loans and the other assets in the Trust Fund, the Y&L Towers
                                         Trust Subordinate Companion Loan or the Standard Highline Trust Subordinate Companion
                                         Loan, as applicable; provided that if amounts previously allocated as Realized
                                         Losses, to a Class of Certificates or Regular Interest in reduction of the Certificate
                                         Balance thereof are subsequently recovered (including without limitation after the reduction
                                         of the Certificate Balance of such Class to zero), such Class may receive distributions
                                         in respect of such recoveries in accordance with the priorities set forth in 4.04(a)
                                         of this Agreement.



 


Pursuant to the Underwriting
Agreement and the Certificate Purchase Agreement, NREC is purchasing from the Underwriters or the Initial Purchasers, Eightfold
Real Estate Capital Fund V, L.P. or an Affiliate (“Eightfold”) is purchasing from the Initial Purchasers, and
NREC is purchasing from the Loan-Specific Initial Purchasers, as the case may be, the respective portions of the Certificate Balance,
the Notional Amount or Percentage Interest, as applicable, of each Class of Certificates set forth below:


 


	
        Class
of Certificates(1)
	 	
        Certificate
Balance,

 Notional Amount or 

Percentage Interest to be 

Retained by NREC
	 	
        Certificate
Balance, 

Notional Amount or 

Percentage Interest to be 

Retained by Eightfold 

	Class A-1 	 	$609,000	 	$   0
	Class A-2 	 	$3,341,000	 	$   0
	Class A-3 	 	$5,857,000	 	$   0
	Class A-4 	 	$4,187,000	 	$   0
	Class A-5 	 	$9,709,000	 	$   0
	Class A-SB 	 	$786,000	 	$   0
	Class X-A 	 	$28,294,000	 	$   0
	Class X-B 	 	$3,281,000	 	$   0
	Class A-S 	 	$3,805,000	 	$   0
	Class B 	 	$2,012,000	 	$   0
	Class C 	 	$1,269,000	 	$   0
	Class X-E 	 	$700,000	 	$   0
	Class D 	 	$1,400,000	 	$   0
	Class E 	 	$700,000	 	$   0
	Class F 	 	$350,000	 	$8,203,000
	Class NR 	 	$962,491	 	$22,559,000



 






     -7-


     


    

 


	
        Class
of Certificates(1)
	 	
        Certificate
Balance,

 Notional Amount or 

Percentage Interest to be 

Retained by NREC
	 	
        Certificate
Balance, 

Notional Amount or 

Percentage Interest to be 

Retained by Eightfold 

	Class Z 	 	4.09%	 	95.91%
	Class UES-A 	 	$4,450,500	 	$   0
	Class UES-B 	 	$1,553,000	 	$   0
	Class UES-C 	 	$1,842,000	 	$   0
	Class UES-D 	 	$2,154,500	 	$   0
	Class UES-X 	 	$7,845,500	 	$   0
	Class STN-A 	 	$1,053,500	 	$   0
	Class STN-B 	 	$990,500	 	$   0
	Class STN-X 	 	$2,044,000	 	$   0
	Class STN-C 	 	$876,000	 	$   0




 





 



 


		(1)	The Certificates
                                         that NREC is purchasing from the Underwriters or the Initial Purchasers, as such Certificates
                                         may be exchanged pursuant to Section 5.09, are referred to in this Agreement
                                         as the “VRR Interest”. The VRR Interest represents 4.09% of the aggregate
                                         Certificate Balances of the Certificates. The Certificates that Eightfold is purchasing
                                         pursuant to the Certificate Purchase Agreement are referred to in this Agreement collectively
                                         as the “HRR Certificates”. The Certificates that NREC is purchasing
                                         from the Loan-Specific Initial Purchasers, as such Certificates may be exchanged pursuant
                                         to Section 5.09, are referred to in this Agreement as the “Y&L
                                         Towers VRR Interest” and “Standard Highline VRR Interest”,
                                         respectively.



 


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 $855,299,491. The principal balance of the Y&L Towers Trust Subordinate
Companion Loan as of the Cut-off Date was approximately $200,000,000. The principal balance of the Standard Highline Trust Subordinate
Companion Loan as of the Cut-off Date was approximately $58,400,000.


 


WHOLE LOANS


 


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

	Park Center Phase
    I Whole Loan	 	Non-Serviced	 	CSAIL 2017-CX9	 	Note
                                    A-1


        Note
        A-2

        	 	Control
                                    Note


        Non-Control
        Note

        	 	$80,000,000


        $78,000,000

        	 	CSAIL
                                    2017-CX9


        CSAIL
        2017-CX10

        
	GNL Portfolio Whole
    Loan	 	Serviced	 	N/A	 	Note
                                    A-1-A


        Note
        A-2-A


        Note
        A-1-B


        Note
        A-2-B

        	 	Control
                                    Note


        Non-Control
        Note


        Non-Control
        Note


        Non-Control
        Note

        	 	$73,000,000


        $63,500,000


        $25,250,000


        $25,250,000

        	 	CSAIL
                                    2017-CX10


        Column
        Financial, Inc.


        CCUBS
        2017-C1


        CCUBS
        2017-C1

        
	Yorkshire & Lexington
    Towers Whole Loan	 	Serviced	 	N/A	 	Note
                                    A-1


        Note
        A-2


        Note
        A-3


        Note
        A-4


        Note
        A-5


        Note
        A-6


        Note
        A-7


        Note
        A-8-1


        Note
        A-8-2


        Note
        B(2)(3)

        	 	Non-Control
                                    Note


        Non-Control
        Note


        Non-Control
        Note


        Non-Control
        Note


        Non-Control
        Note


        Non-Control
        Note


        Non-Control
        Note


        Non-Control
        Note


        Non-Control
        Note


        Control
        Note

        	 	$40,000,000


        $20,000,000


        $20,000,000


        $40,000,000


        $40,000,000


        $20,000,000


        $10,000,000


        $5,000,000


        $5,000,000


        $200,000,000

        	 	CSAIL
                                    2017-CX10


        CSAIL
        2017-CX10


        Natixis
        Real Estate Capital LLC


        UBS
        2017-C5


        UBS
        AG, New York Branch


        CCUBS
        2017-C1


        UBS
        AG, New York Branch


        CCUBS
        2017-C1


        UBS
        AG, New York Branch


        CSAIL
        2017-CX10

        



 






     -8-


     


    

 


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

	One California Plaza
    Whole Loan	 	Non-Serviced	 	CSMC 2017-CALI	 	Note
                                    A-1


        Note
        A-2


        Note
        B(2)

        	 	Non-Control
                                    Note


        Non-Control
        Note


        Control
        Note

        	 	$86,000,000


        $50,000,000


        $164,000,000

        	 	CSMC
                                    2017-CALI


        CSAIL
        2017-CX10


        CSMC
        2017-CALI

        
	Lehigh Valley Mall
    Whole Loan	 	Servicing Shift	 	N/A	 	Note
                                    A-1-A


        Note
        A-1-B


        Note
        A-1-C


        Note
        A-2-A


        Note
        A-2-B


        Note
        A-2-C

        	 	Control
                                    Note


        Non-Control
        Note


        Non-Control
        Note


        Non-Control
        Note


        Non-Control
        Note


        Non-Control
        Note

        	 	$50,000,000


        $50,000,000


        $25,000,000


        $27,500,000


        $27,500,000


        $20,000,000

        	 	JPMorgan
                                    Chase Bank, National Association


        CSAIL
        2017-CX10


        Cantor
        Commercial Real Estate Lending, L.P.


        JPMorgan
        Chase Bank, National Association


        Column
        Financial, Inc.


        Cantor
        Commercial Real Estate Lending, L.P.

        
	The Standard Highline
    NYC Whole Loan	 	Serviced	 	N/A	 	Note
                                    A-A


        Note
        A-B(2)(3)


        Note
        B-A


        Note
        B-B

        	 	Non-Control
                                    Note


        Non-Control
        Note


        Non-Control
        Note


        Control
        Note

        	 	$45,000,000


        $58,400,000


        $36,600,000


        $30,000,000

        	 	CSAIL
                                    2017-CX10


        CSAIL
        2017-CX10


        Natixis
        Real Estate Capital LLC


        Natixis
        Real Estate Capital LLC

        
	Centre 425 Bellevue
    Whole Loan	 	Non-Serviced	 	N/A	 	Note
                                    A-1


        Note
        A-2


        Note
        A-3


        Note
        B(2)

        	 	Non-Control
                                    Note


        Non-Control
        Note


        Non-Control
        Note


        Control
        Note

        	 	$10,000,000


        $40,000,000


        $44,000,000


        $114,450,000

        	 	Natixis
                                    Real Estate Capital LLC


        UBS
        2017-C5


        CSAIL
        2017-CX10


        Natixis
        Real Estate Capital LLC

        
	600 Vine Whole Loan	 	Serviced	 	N/A	 	Note
                                    A-1


        Note
        A-2

        	 	Control
                                    Note


        Non-Control
        Note

        	 	$35,998,538


        $16,799,318

        	 	CSAIL
                                    2017-CX10


        Natixis
        Real Estate Capital LLC

        
	300 Montgomery Whole
    Loan	 	Non-Serviced	 	CSAIL 2017-CX9	 	Note
                                    A-1

        

        Note
A-2
	 	Control
                                    Note

        

        Non-Control
Note 
	 	$36,000,000

        

        $30,000,000 
	 	CSAIL
                                    2017-CX9

        

        CSAIL
2017-CX10

	Garden Multifamily
    Portfolio Whole Loan	 	Serviced	 	N/A	 	Note
                                    A-1


        Note
        A-2


        Note
        A-3


        Note
        A-4


        Note
        A-5


        Note
        A-6

        	 	Control
                                    Note


        Non-Control
        Note


        Non-Control
        Note


        Non-Control
        Note


        Non-Control
        Note


        Non-Control
        Note

        	 	$15,909,958


        $17,898,703


        $5,966,234


        $6,712,013


        $6,712,013


        $3,977,489

        	 	CSAIL
                                    2017-CX10


        CSAIL
        2017-C8


        Benefit
        Street Partners CRE Finance LLC


        CSAIL
        2017-CX10


        CSAIL
        2017-CX10


        Benefit
        Street Partners CRE Finance LLC

        
	333 North Bedford
    Whole Loan	 	Serviced	 	N/A	 	Note
                                    A-1


        Note
        A-2

        	 	Control
                                    Note


        Non-Control
        Note

        	 	$29,333,009


        $28,844,126

        	 	WFCM
                                    2016-NXS6


        CSAIL
        2017-CX10

        
	Miracle Mile Whole
    Loan	 	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

        	 	$14,000,000


        $14,000,000


        $14,000,000


        $14,000,000

        	 	CSAIL
                                    2017-CX10


        CSAIL
        2017-CX10


        JPMorgan
        Chase Bank, National Association


        JPMorgan
        Chase Bank, National Association

        
	Totowa Commerce Center
    Whole Loan	 	Serviced	 	N/A	 	Note
                                    A-1


        Note
        A-2

        	 	Control
                                    Note


        Non-Control
        Note

        	 	$26,750,000


        $25,000,000

        	 	CSAIL
                                    2017-CX10


        UBS
        2017-C5

        
	The Boulders Resort
    & Spa Whole Loan	 	Non-Serviced	 	CSAIL 2017-CX9	 	Note
A-1

        Note
A-2
	 	Control
                                    Note


        Non-Control
        Note

        	 	$49,897,484


        $22,952,843

        	 	CSAIL
                                    2017-CX9


        CSAIL
        2017-CX10

        




 





 



 


		(1)	Or an equivalent
                                         entity. Notes for which “CSAIL 2017-CX10” is indicated as the Note Holder,
                                         other than the Trust Subordinate Companion Loans, constitute the corresponding Mortgage
                                         Loan. All other notes and the Trust Subordinate Companion Loans are “Companion
                                         Loans”.



 


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



 


		(3)	Such note is a “Trust
                                         Subordinate Companion Loan”.



 


Each of the Whole Loans
listed above consists of the corresponding Mortgage Loan and Companion Loan(s) listed next to such Whole Loan. With respect to
any Whole Loan, each of the Mortgage Loan and the Pari Passu Companion Loan(s) are pari passu with each other to the extent
provided in the related Intercreditor Agreement, and any AB Subordinate Companion Loan(s) or Trust 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


 



     -9-


     


    

 


 


Whole Loan will be serviced and administered in accordance with the related Non-Serviced
PSA and the related Intercreditor Agreement.


 


The Companion Loans (other
than the Trust Subordinate Companion Loans) are not part of the Trust Fund. Each Companion Loan is secured by the applicable Mortgaged
Property that secures the related Mortgage Loan that is part of the Trust Fund. Amounts attributable to any Companion Loan (other
than any Trust Subordinate 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, shall have the meanings specified in this Article.


 


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


 


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


 


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


 


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


 


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


 


“300 Montgomery
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of September 29, 2017, by and between the holders
of the respective promissory notes evidencing the 300 Montgomery Whole Loan, setting forth the relative rights of such holders,
as the same may be amended in accordance with the terms thereof.


 


“333 North Bedford
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of October 13, 2016, by and between the holders
of the respective promissory notes evidencing the 333 North Bedford Whole Loan, setting forth the relative rights of such holders,
as the same may be amended in accordance with the terms thereof.


 


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


 






     -10-


     


    

 


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


 


“AB Intercreditor
Agreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and the holder of
the related Mortgage Loan, relating to the relative rights of such holders of the related AB Whole Loan, as the same may be further
amended in accordance with the terms thereof. For the avoidance of doubt, the Y&L Towers Intercreditor Agreement, the Standard
Highline Intercreditor Agreement, the Centre 425 Intercreditor Agreement and the One California Plaza Intercreditor Agreement are
the AB Intercreditor Agreements related to the Trust.


 


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


 


“AB Mortgage
Loan”: A senior “A note” that is part of an AB Whole Loan and which is a Mortgage Loan that is part of the
Trust Fund. For the avoidance of doubt, the Yorkshire & Lexington Towers Mortgage Loan, The Standard Highline NYC Mortgage
Loan, the Centre 425 Mortgage Loan and the One California Plaza Mortgage Loan are each an AB Mortgage Loan.


 


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


 


“AB Subordinate
Companion Loan”: With respect to any AB Whole Loan, the related companion loan evidenced by the related promissory note
made by the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included in the Trust
(other than the Y&L Towers Trust Subordinate Companion Loan and the Standard Highline Trust Subordinate Companion Loan) and
which is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related Mortgage Loan documents
and as provided in the related Intercreditor Agreement. For the avoidance of doubt, the Y&L Towers Trust Subordinate Companion
Loan, the Standard Highline Subordinate Companion Loans, the Centre 425 Subordinate Companion Loan, and the One California Plaza
Subordinate Companion Loan are each an AB Subordinate Companion Loan.


 


“AB Whole Loan”:
A Whole Loan that includes such Mortgage Loan and one or more related AB Subordinate Companion Loans. For the avoidance of doubt,
the Yorkshire & Lexington Towers Whole Loan, The Standard Highline NYC Whole Loan and the One California Plaza Whole Loan are
each an AB Whole Loan.


 






     -11-


     


    

 


“AB Whole Loan
Controlling Holder”: With respect to a Pooled Serviced AB Whole Loan, the “Directing Lender” or similarly
defined party identified in the related AB Intercreditor Agreement. With respect to The Standard Highline NYC Whole Loan, NREC
is the AB Whole Loan Controlling Holder as of the Cut-off Date.


 


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


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan,
a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related Mortgagor
to maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty
insurance policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part of the
related Mortgagor to maintain with respect to the related Mortgaged Property insurance coverage with respect to damages or casualties
caused by terrorist or similar acts upon terms not materially less favorable than those in place as of the Closing Date, in each
case as to which default the Master Servicer and the Special Servicer may forbear taking any enforcement action, provided
that the Special Servicer has determined, in its reasonable judgment, based on inquiry consistent with the Servicing Standard (and
(i) unless a Control Termination Event has occurred and is continuing, with the consent of the applicable Directing Holder
and (ii) with respect to a Specially Serviced Loan, after consultation with the Risk Retention Consultation Party pursuant
to Section 6.08(a) (in either case, other than with respect to any Mortgage Loan that is an Excluded Loan as to such
party)) (and after a Control Termination Event has occurred and is continuing, but prior to the occurrence and continuance of a
Consultation Termination Event, after non-binding consultation with the applicable Directing Holder as provided in Section 6.08
(other than with respect to any Mortgage Loan that is an Excluded Loan as to such party)), that either (a) such insurance is not
available at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar
to the related Mortgaged Property and located in or around the region in which such related Mortgaged Property is located, or (b)
such insurance is not available at any rate; provided, however, that the Directing Holder and the Risk Retention
Consultation Party will not have more than thirty (30) days to respond to the Special Servicer’s request for such consent
or consultation, as applicable; provided, further, that upon the Special Servicer’s determination, consistent
with the Servicing Standard, that exigent circumstances do not allow the Special Servicer to consult with the applicable Directing
Holder or the Risk Retention Consultation Party, as applicable, the Special Servicer is not required to do so. The Master Servicer
(at its own expense) and the Special Servicer (at the expense of the Trust Fund) shall be entitled to rely on insurance consultants
in making the determinations described above.


 


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


 


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


 


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


 






     -12-


     


    

 


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


 


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


 


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


 


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


 


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


 


“Additional
Servicer”: Each Affiliate of the Master Servicer, the Special Servicer or any Mortgage Loan Seller that services any
of the Mortgage Loans or Trust Subordinate Companion Loans, as applicable, 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 and the Trust Subordinate Companion 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 or Trust Subordinate Companion 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 (other than with respect
to the Trust Subordinate Companion Loans) and the CREFC® Intellectual Property Royalty License Fee Rate and, in
the case of each Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate.


 


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


 


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


 


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


 


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


 


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


 


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


 



     -13-


     


    

 


ownership of voting securities,
by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the
foregoing.


 


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


 


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


 


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


 


“Applicable
Laws”: As defined in Section 8.15.


 


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


 


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


 


“Appraisal Reduction
Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any Serviced
Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the Special Servicer (prior
to the occurrence and continuance of a Consultation Termination Event, in consultation with the Directing Holder (except in the
case of an Excluded Loan with respect to the Directing Holder or, if the Directing Holder is the Directing Certificateholder, the
Holder of the majority of the Controlling Class), and, after the occurrence and during the continuance of 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 later of (i) the date on which the Special Servicer receives an Appraisal or conducts a valuation described
below and (ii) the occurrence of such Appraisal Reduction Event, equal to the excess of (a) the Stated Principal Balance of that
Mortgage Loan or the Stated Principal Balance of the applicable Serviced Whole Loan, as the case may be, over (b) the excess of
(i) the sum of (A) 90% of the Appraised Value of the related Mortgaged Property as determined (1) by one or more Appraisals
obtained by the Special Servicer with respect to that Mortgage Loan (together with any other Mortgage Loan cross-collateralized
with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance equal to or in excess
of $2,000,000 (the costs


 



     -14-


     


    

 


of which shall be paid by the Master Servicer as an Advance) or (2) by an internal valuation performed
by the Special Servicer with respect to that Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such
Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance less than $2,000,000, minus, with
respect to any Appraisals, such downward adjustments as the Special Servicer may make (without implying any obligation to do so)
based upon its review of the Appraisal and any other information it deems relevant and (B) all escrows, letters of credit and reserves
in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, as of the date of calculation over (ii) the sum of,
as of the Due Date occurring in the month of the date of determination, (A) to the extent not previously advanced by the Master
Servicer or the Trustee, all unpaid interest due on such Mortgage Loan or Serviced Whole Loan, as the case may be, at a per
annum rate equal to its Mortgage Rate (and, with respect to any Serviced AB Whole Loan, including any accrued and unpaid interest
on the related AB Subordinate Companion Loan), (B) all P&I Advances on the related Mortgage Loan and all Servicing Advances
on the related Mortgage Loan or Serviced Whole Loan, as applicable, not reimbursed from proceeds of such Mortgage Loan or Serviced
Whole Loan, as applicable, and interest thereon at the Reimbursement Rate in respect of such Mortgage Loan or Serviced Whole Loan,
as applicable, and (C) all currently due and unpaid real estate taxes, assessments, insurance premiums, ground rents, unpaid Special
Servicing Fees and all other amounts due and unpaid (including any capitalized interest whether or not then due and payable) with
respect to such Mortgage Loan or Serviced Whole Loan, as the case may be (which taxes, premiums, ground rents and other amounts
have not been the subject of an Advance by the Master Servicer, the Special Servicer or the Trustee, as applicable); provided,
however, without limiting the Special Servicer’s obligation to use reasonable efforts to obtain such Appraisal or
perform such valuation, if the Special Servicer has not obtained an Appraisal or performed such valuation, as applicable, referred
to above within sixty (60) days of the Appraisal Reduction Event (or with respect to the Appraisal Reduction Events set forth in
clauses (i) and (vi) of the definition of Appraisal Reduction Event, within one hundred twenty (120) days (in the
case of clause (i)) or ninety (90) days or one hundred twenty (120) days, as applicable (in the case of clause (vi))
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. The Appraisal Reduction Amount
shall be calculated as of the first Determination Date that is at least ten (10) Business Days after the later of (i) the Special
Servicer’s receipt of such Appraisal and (ii) the date of the related Appraisal Reduction Event. The Master Servicer shall
provide (via electronic delivery) the Special Servicer with any information in its possession that is reasonably required to determine,
redetermine, calculate or recalculate any Appraisal Reduction Amount using reasonable efforts to deliver such information within
four (4) Business Days of the Special Servicer’s reasonable request; provided, however, that the Special Servicer’s
failure to timely make such a request will 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.
Promptly upon the occurrence, but in any event within 60 days, of an Appraisal Reduction Event, the Special Servicer shall order
and use reasonable efforts to receive 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


 



     -15-


     


    

 


Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive 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 order and use
reasonable efforts to receive such Appraisal within the ninety (90) day period or one hundred twenty (120) day period, as applicable,
set forth in such clause (vi); provided, further, however, that in no event shall the Special Servicer
be required to order any such Appraisal prior to the conclusion of such sixty (60), ninety (90), or one hundred twenty (120) day
period, as applicable, and in each case, the related Appraisal shall be promptly delivered in electronic format by the Special
Servicer to the Master Servicer, the Directing Holder (but only prior to the occurrence and continuance of a Consultation Termination
Event and other than in the case of an Excluded Loan with respect to the Directing Holder or, if the Directing Holder is the Directing
Certificateholder, the holder of the majority of the Controlling Class), 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 above and in Section 4.05(c). The Master Servicer will not calculate Appraisal Reduction Amounts.


 


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


 


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


 


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


 


Any Appraisal Reduction
Amount with respect to the Yorkshire & Lexington Towers Whole Loan will be allocated first to the Y&L Towers Trust
Subordinate Companion Loan (until its principal balance is notionally reduced to zero by such related Appraisal Reduction Amounts)
and then to the Yorkshire & Lexington Towers Mortgage Loan and the Yorkshire & Lexington Towers Pari Passu Companion
Loans on a pro rata basis.


 


Any Appraisal Reduction
Amount with respect to The Standard Highline NYC Whole Loan will be allocated first to the Standard Highline Non-Trust Junior
Subordinate Companion Loan (until its principal balance is notionally reduced to zero by such related Appraisal Reduction Amounts),
then to the Standard Highline Non-Trust Senior Subordinate Companion Loan (until its principal balance is notionally reduced
to zero by such related Appraisal Reduction Amounts), then to the Standard Highline Trust Subordinate Companion


 



     -16-


     


    

 


Loan (until
its principal balance is notionally reduced to zero by such related Appraisal Reduction Amounts) and then to The Standard
Highline NYC Mortgage Loan.


 


“Appraisal Reduction
Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, the earliest
of (i) one hundred twenty (120) days after an uncured delinquency (without regard to the application of any Grace Period),
other than any uncured delinquency in respect of a Balloon Payment, occurs in respect of such Mortgage Loan or a related Companion
Loan, (ii) the date on which a reduction in the amount of Periodic Payments on such Mortgage Loan or a related Companion Loan,
as applicable, or a change in any other material economic term of such Mortgage Loan or a related Companion Loan, as applicable,
(other than an extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage Loan or a related
Companion Loan, as applicable, by the Special Servicer, (iii) thirty (30) days after the date on which a receiver has been
appointed for the Mortgaged Property, (iv) thirty (30) days after the date on which a Mortgagor or the tenant at a single
tenant property declares bankruptcy (and the bankruptcy petition is not otherwise dismissed within such time), (v) sixty (60)
days after the date on which an involuntary petition of bankruptcy is filed with respect to a Mortgagor if not dismissed within
such time, (vi) ninety (90) days after an uncured delinquency occurs in respect of a Balloon Payment with respect to such
Mortgage Loan or a related Companion Loan, as applicable, except where a refinancing is anticipated within one hundred twenty (120)
days after the Maturity Date of the Mortgage Loan or a related Companion Loan, as applicable, in which case one hundred twenty
(120) days after such uncured delinquency, and (vii) immediately after such Mortgage Loan or a related Companion Loan, as
applicable, becomes an REO Loan; provided that the thirty (30) day period referenced in clauses (iii) and (iv)
shall not apply if the related Mortgage Loan is a Specially Serviced Loan; provided, further, however, that
an Appraisal Reduction Event shall not occur at any time when the aggregate Certificate Balances of all Classes of Subordinate
Certificates have been reduced to zero (and, in the case of the Yorkshire & Lexington Towers Whole Loan, when the Certificate
Balances of all Classes of Y&L Towers Loan-Specific Certificates have been reduced to zero or, in the case of The Standard
Highline NYC Whole Loan, when the Certificate Balances of all Classes of the Standard Highline Loan-Specific Certificates have
been reduced to zero). The Special Servicer shall notify the Master Servicer, the applicable Directing Holder and the Operating
Advisor, or the Master Servicer shall notify the Special Servicer and the Operating Advisor, as applicable, promptly upon such
Person having notice or knowledge of the occurrence of any of the foregoing events. The obligation to obtain an Appraisal following
the occurrence of an Appraisal Reduction Event shall be subject to the provisions of Section 4.05.


 


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


 


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


 


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


 






     -17-


     


    

 


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


 


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


 


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


 


“ARD Grantor
Trust Assets”: The portion of the Trust Fund consisting of (i) the Excess Interest and (ii) the Excess Interest
Distribution Account.


 


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


 


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


 


“Asset Review
Notice”: As defined in Section 12.02(a).


 


“Asset Review
Quorum”: In connection with any solicitation of votes to authorize an Asset Review as described in Section 12.02(a),
the Pooled Certificateholders evidencing at least 5% of the aggregate Pooled Voting Rights represented by all of the Pooled Certificates.


 


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


 


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


 


“Asset Review
Standard”: The performance of the Asset Representations Reviewer of its duties under this Agreement in good faith subject
to the express terms of this Agreement. All determinations or assumptions made by the Asset Representations Reviewer in connection
with an Asset Review shall be made in the Asset Representations Reviewer’s good


 



     -18-


     


    

 


faith discretion and judgment based on the
facts and circumstances known to it at the time of such determination or assumption.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Assumed Scheduled
Payment”: For any Collection Period and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan)
or Trust Subordinate Companion Loan that is delinquent in respect of its Balloon Payment or any REO 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, Trust Subordinate Companion
Loan or REO Loan (for purposes of any P&I Advances, only taking into account the portion allocable to the related predecessor
Mortgage Loan or Trust Subordinate Companion Loan) on the related Due Date based on the constant payment required by the related
Mortgage Note or the original amortization schedule of such Mortgage Loan or Trust Subordinate Companion 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 or Trust Subordinate
Companion 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


 



     -19-


     


    

 


Principal Balance of such Mortgage Loan, Trust Subordinate Companion Loan
or REO Loan (for purposes of any P&I Advances, only taking into account the portion allocable to the related predecessor Mortgage
Loan or Trust Subordinate Companion Loan) at the applicable Mortgage Rate (net of interest at the Servicing Fee Rate and the related
Non-Serviced Primary Servicing Fee Rate, if applicable).


 


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


 


“Available Funds”:
With respect to any Distribution Date, will equal (i) with respect to distributions to be made on the Pooled Certificates
and the Class R Certificates, the Pooled Available Funds, (ii) in the case of the distributions to be made on the Y&L
Towers Loan-Specific Certificates and the Class R Certificates, the Y&L Towers Trust Subordinate Companion Loan Available Funds
and (iii) in the case of the distributions to be made on the Standard Highline Loan-Specific Certificates and the Class R
Certificates, the Standard Highline Trust Subordinate Companion Loan Available Funds.


 


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


 


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


 


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


 


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


 



     -20-


     


    

 


Servicer shall provide to the Certificate Administrator the discount rate referenced above for
purposes of calculating the Base Interest Fraction.


 


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


 


“Borrower Party”:
A borrower, a Mortgagor, a manager of a Mortgaged Property, an Accelerated Mezzanine Loan Lender, or any Borrower Party Affiliate;
provided that the term “Borrower Party” when used in relation to the Loan-Specific Certificates, and any matter
relating thereto, including rights and obligations of the holders thereof or any servicing matters relating thereto, means such
parties with respect to the related Whole Loan.


 


“Borrower Party
Affiliate”: With respect to a borrower, a Mortgagor, a manager of a Mortgaged Property or an Accelerated Mezzanine Loan
Lender, (a) any other Person controlling or controlled by or under common control with such borrower, Mortgagor, manager or
Accelerated Mezzanine Loan Lender, as applicable, or (b) any other Person owning, directly or indirectly, 25% or more of the
beneficial interests in such borrower, Mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable. For the purposes
of this definition, “control” when used with respect to any specified Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise
and the terms “controlling” and “controlled” have meanings correlative to the foregoing.


 


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


 


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


 


“BSPCC”:
Benefit Street Partners CRE Conduit Company, L.P., a Delaware limited partnership, or its successors in interest.


 


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


 


“BSPRTI”:
Benefit Street Partner Realty Trust, Inc., or its successors in interest.


 


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


 






     -21-


     


    

 


“Centre 425
Bellevue Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of November 16, 2017, by and between
the holders of the respective promissory notes evidencing the Centre 425 Bellevue Whole Loan, setting forth the relative rights
of such holders, as the same may be amended in accordance with the terms thereof.


 


“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 2017-CX10, as executed and delivered by
the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


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


 


“Certificate
Administrator/Trustee Fee”: The fee to be paid to the Certificate Administrator as compensation for the Certificate Administrator’s
activities under this Agreement; provided that the Certificate Administrator/Trustee Fee includes the Trustee fee. The Certificate
Administrator/Trustee Fee shall be equal to the product of the Certificate Administrator/Trustee Fee Rate and the Stated Principal
Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated on the related Mortgage Loan) and
REO Loan (including any Non-Serviced Mortgage Loan and any Trust Subordinate Companion Loan, as the case may be, but not any other
Companion Loan) and the Y&L Towers Trust Subordinate Companion Loan and the Standard Highline Trust Subordinate Companion Loan,
as the case may be, (calculated in each case in the same manner as interest is calculated on the related Trust Subordinate Companion
Loan) as of the preceding Distribution Date.


 


“Certificate
Administrator/Trustee Fee Rate”: A rate equal to 0.00611% 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 (including the Loan-Specific Certificates, but other than any Class
of Class X Certificates, the Class R Certificates and the Class Z Certificates) or any Regular Interest (including the Y&L
Towers Loan-Specific Regular Interests or the Standard Highline Loan-Specific Regular Interests, as the case may be, but other
than the Class X Regular Interests), subject to the next sentence, (a) on or prior to the first Distribution Date, an amount
equal to the aggregate initial Certificate Balance of such Class, as specified in the Preliminary Statement to this Agreement and
(b) as of any date of determination after the first Distribution Date, the Certificate Balance of such Class on the Distribution
Date immediately prior to such date of determination pursuant to Section 1.02(iii) less any distributions allocable
to principal and any allocations of Realized Losses made thereon on such prior Distribution Date. The initial and then-current
Certificate Balance or Notional


 



     -22-


     


    

 


Amount, as applicable, of each Class of Certificates subject to exchange in accordance with Section 5.09
will be subject to re-designation as between the applicable Classes pursuant to Section 5.09.


 


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


 


“Certificate
Owner”: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate as reflected
on the books of the Depository or on the books of a Depository Participant or on the books of an indirect participating brokerage
firm for which a Depository Participant acts as agent.


 


“Certificate
Power”: That certain certificate power related to the HRR Certificates delivered in blank by the Third Party Purchaser
to the Certificate Administrator.


 


“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


 



     -23-


     


    

 


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


 


“Certificateholder
Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer pursuant
to Section 7.01(d), the Holders of Certificates evidencing at least 66 2/3% of the aggregate Voting Rights (taking
into account the application of Realized Losses and 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, Regular Interests, Lower-Tier Regular Interests or Trust Subordinate Companion Loan REMIC Regular
Interests, all of the Certificates bearing the same alphabetic (and, if applicable, alphanumeric) Class designation and each designated
Regular Interest, Lower-Tier Regular Interest or Trust Subordinate Companion Loan REMIC Regular Interests.


 


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


 






     -24-


     


    

 


“Class A-1
Certificate”: A Certificate designated as “Class A-1” on the face thereof, in the form of Exhibit A-1
hereto, representing undivided beneficial interests in the Class A-1 Specific Grantor Trust Assets.


 


“Class A-1
Pass-Through Rate”: With respect to the Class A-1 Certificates and the Class A-1 Regular Interest and any Distribution
Date, a per annum rate equal to a fixed rate of 2.2339%.


 


“Class A-1
Percentage Interest”: As of any date of determination, with respect to the Class A-1 Regular Interest and the Class A-1
Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class A-1
Certificates, and the denominator of which is the Certificate Balance of the Class A-1 Regular Interest.


 


“Class A-1
Regular Interest”: The uncertificated interest corresponding to the Class A-1 Certificates, the Class V1-A
Certificates (to the extent of the Class V1-A Percentage Interest of the Class A-1 Regular Interest) and the Class V2-A
Certificates (to the extent of the Class V2-A Percentage Interest of the Class A-1 Regular Interest), constituting a
“regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and have the characteristics attributable
thereto in this Agreement.


 


“Class A-1
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class A-1 Percentage Interest
of the Class A-1 Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account
that represent distributions of the Class A-1 Percentage Interest of the Class A-1 Regular Interest.


 


“Class A-2
Certificate”: A Certificate designated as “Class A-2” on the face thereof, in the form of Exhibit A-2
hereto, representing undivided beneficial interests in the Class A-2 Specific Grantor Trust Assets.


 


“Class A-2
Pass-Through Rate”: With respect to the Class A-2 Certificates and the Class A-2 Regular Interest and any Distribution
Date, a per annum rate equal to a fixed rate of 3.2594%.


 


“Class A-2
Percentage Interest”: As of any date of determination, with respect to the Class A-2 Regular Interest and the Class A-2
Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class A-2
Certificates, and the denominator of which is the Certificate Balance of the Class A-2 Regular Interest.


 


“Class A-2
Regular Interest”: The uncertificated interest corresponding to the Class A-2 Certificates, the Class V1-A
Certificates (to the extent of the Class V1-A Percentage Interest of the Class A-2 Regular Interest) and the Class V2-A
Certificates (to the extent of the Class V2-A Percentage Interest of the Class A-2 Regular Interest), constituting a
“regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable
thereto in this Agreement.


 


“Class A-2
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class A-2 Percentage Interest
of the Class A-2 Regular Interest and


 



     -25-


     


    

 


(ii) amounts held from time to time in the Regular Interest Distribution Account
that represent distributions of the Class A-2 Percentage Interest of the Class A-2 Regular Interest.


 


“Class A-3
Certificate”: A Certificate designated as “Class A-3” on the face thereof, in the form of Exhibit A-3
hereto, representing undivided beneficial interests in the Class A-3 Specific Grantor Trust Assets.


 


“Class A-3
Pass-Through Rate”: With respect to the Class A-3 Certificates and the Class A-3 Regular Interest and any Distribution
Date, a per annum rate equal to a fixed rate of 3.3977%.


 


“Class A-3
Percentage Interest”: As of any date of determination, with respect to the Class A-3 Regular Interest and the Class A-3
Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class A-3
Certificates, and the denominator of which is the Certificate Balance of the Class A-3 Regular Interest.


 


“Class A-3
Regular Interest”: The uncertificated interest corresponding to the Class A-3 Certificates, the Class V1-A
Certificates (to the extent of the Class V1-A Percentage Interest of the Class A-3 Regular Interest) and the Class V2-A
Certificates (to the extent of the Class V2-A Percentage Interest of the Class A-3 Regular Interest), constituting a
“regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable
thereto in this Agreement.


 


“Class A-3
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class A-3 Percentage Interest
of the Class A-3 Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account
that represent distributions of the Class A-3 Percentage Interest of the Class A-3 Regular Interest.


 


“Class A-4
Certificate”: A Certificate designated as “Class A-4” on the face thereof, in the form of Exhibit A-4
hereto, representing undivided beneficial interests in the Class A-4 Specific Grantor Trust Assets.


 


“Class A-4
Pass-Through Rate”: With respect to the Class A-4 Certificates and the Class A-4 Regular Interest and any Distribution
Date, a per annum rate equal to a fixed rate of 3.1908%.


 


“Class A-4
Percentage Interest”: As of any date of determination, with respect to the Class A-4 Regular Interest and the Class A-4
Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class A-4
Certificates, and the denominator of which is the Certificate Balance of the Class A-4 Regular Interest.


 


“Class A-4
Regular Interest”: The uncertificated interest corresponding to the Class A-4 Certificates, the Class V1-A
Certificates (to the extent of the Class V1-A Percentage Interest of the Class A-4 Regular Interest) and the Class V2-A
Certificates (to the extent of the Class V2-A Percentage Interest of the Class A-4 Regular Interest), constituting a
“regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable
thereto in this Agreement.


 






     -26-


     


    

 


“Class A-4
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class A-4 Percentage Interest
of the Class A-4 Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account
that represent distributions of the Class A-4 Percentage Interest of the Class A-4 Regular Interest.


 


“Class A-5
Certificate”: A Certificate designated as “Class A-5” on the face thereof, in the form of Exhibit A-5
hereto, representing undivided beneficial interests in the Class A-5 Specific Grantor Trust Assets.


 


“Class A-5
Pass-Through Rate”: With respect to the Class A-5 Certificates and the Class A-5 Regular Interest and any Distribution
Date, a per annum rate equal to the lesser of (i) 3.4578% and (ii) the WAC Rate for such Distribution Date.


 


“Class A-5
Percentage Interest”: As of any date of determination, with respect to the Class A-5 Regular Interest and the Class A-5
Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class A-5
Certificates, and the denominator of which is the Certificate Balance of the Class A-5 Regular Interest.


 


“Class A-5
Regular Interest”: The uncertificated interest corresponding to the Class A-5 Certificates, the Class V1-A
Certificates (to the extent of the Class V1-A Percentage Interest of the Class A-5 Regular Interest) and the Class V2-A
Certificates (to the extent of the Class V2-A Percentage Interest of the Class A-5 Regular Interest), constituting a
“regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable
thereto in this Agreement.


 


“Class A-5
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class A-5 Percentage Interest
of the Class A-5 Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account
that represent distributions of the Class A-5 Percentage Interest of the Class A-5 Regular Interest.


 


“Class A-S
Certificate”: A Certificate designated as “Class A-S” on the face thereof, in the form of Exhibit A-9
hereto, representing undivided beneficial interests in the Class A-S Specific Grantor Trust Assets.


 


“Class A-S
Pass-Through Rate”: With respect to the Class A-S Certificates and the Class A-S Regular Interest and any Distribution
Date, a per annum rate equal to the lesser of (a) 3.6698% and (b) the WAC Rate for such Distribution Date.


 


“Class A-S
Percentage Interest”: As of any date of determination, with respect to the Class A-S Regular Interest and the Class A-S
Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class A-S
Certificates, and the denominator of which is the Certificate Balance of the Class A-S Regular Interest.


 


“Class A-S
Regular Interest”: The uncertificated interest corresponding to the Class A-S Certificates, the Class V1-A
Certificates (to the extent of the Class V1-A Percentage Interest of the Class A-S Regular Interest) and the Class V2-A
Certificates (to the extent of the Class V2-A Percentage Interest of the Class A-S Regular Interest), constituting a
“regular


 



     -27-


     


    

 


interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable
thereto in this Agreement.


 


“Class A-S
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class A-S Percentage Interest
of the Class A-S Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account
that represent distributions of the Class A-S Percentage Interest of the Class A-S Regular Interest.


 


“Class A-SB
Certificate”: A Certificate designated as “Class A-SB” on the face thereof, in the form of Exhibit A-6
hereto, representing undivided beneficial interests in the Class A-SB Specific Grantor Trust Assets.


 


“Class A-SB
Pass-Through Rate”: With respect to the Class A-SB Certificates and the Class A-SB Regular Interest and any
Distribution Date, a per annum rate equal to the lesser of (a) 3.3269% and (b) the WAC Rate for such Distribution
Date.


 


“Class A-SB
Percentage Interest”: As of any date of determination, with respect to the Class A-SB Regular Interest and the Class A-SB
Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class A-SB
Certificates, and the denominator of which is the Certificate Balance of the Class A-SB Regular Interest.


 


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


 


“Class A-SB
Regular Interest”: The uncertificated interest corresponding to the Class A-SB Certificates, the Class V1-A
Certificates (to the extent of the Class V1-A Percentage Interest of the Class A-SB Regular Interest) and the Class V2-A
Certificates (to the extent of the Class V2-A Percentage Interest of the Class A-SB Regular Interest), constituting a
“regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable
thereto in this Agreement.


 


“Class A-SB
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class A-SB Percentage Interest
of the Class A-SB Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account
that represent distributions of the Class A-SB Percentage Interest of the Class A-SB Regular Interest.


 


“Class B
Certificate”: A Certificate designated as “Class B” on the face thereof, in the form of Exhibit A-10
hereto, representing undivided beneficial interests in the Class B Specific Grantor Trust Assets.


 


“Class B
Pass-Through Rate”: With respect to the Class B Certificates and the Class B Regular Interest and any Distribution
Date, a per annum rate equal to the lesser of (a) 3.8916% and (b) the WAC Rate for such Distribution Date.


 


“Class B
Percentage Interest”: As of any date of determination, with respect to the Class B Regular Interest and the Class B
Certificates, a percentage interest equal to a


 



     -28-


     


    

 


fraction, the numerator of which is the Certificate Balance of the Class B
Certificates, and the denominator of which is the Certificate Balance of the Class B Regular Interest.


 


“Class B
Regular Interest”: The uncertificated interest corresponding to the Class B Certificates, the Class V1-B Certificates
(to the extent of the Class V1-B Percentage Interest of the Class B Regular Interest) and the Class V2-A Certificates
(to the extent of the Class V2-A Percentage Interest of the Class B Regular Interest), constituting a “regular
interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto
in this Agreement.


 


“Class B
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class B Percentage Interest
of the Class B Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account
that represent distributions of the Class B Percentage Interest of the Class B Regular Interest.


 


“Class C
Certificate”: A Certificate designated as “Class C” on the face thereof, in the form of Exhibit A-11
hereto, representing undivided beneficial interests in the Class C Specific Grantor Trust Assets.


 


“Class C
Pass-Through Rate”: With respect to the Class C Certificates and the Class C Regular Interest and any Distribution
Date, a per annum rate equal to the WAC Rate for such Distribution Date.


 


“Class C
Percentage Interest”: As of any date of determination, with respect to the Class C Regular Interest and the Class C
Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class C
Certificates, and the denominator of which is the Certificate Balance of the Class C Regular Interest.


 


“Class C
Regular Interest”: The uncertificated interest corresponding to the Class C Certificates, the Class V1-B Certificates
(to the extent of the Class V1-B Percentage Interest of the Class C Regular Interest) and the Class V2-A Certificates
(to the extent of the Class V2-A Percentage Interest of the Class C Regular Interest), constituting a “regular
interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto
in this Agreement.


 


“Class C
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class C Percentage Interest
of the Class C Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account
that represent distributions of the Class C Percentage Interest of the Class C Regular Interest.


 


“Class D
Certificate”: A Certificate designated as “Class D” on the face thereof, in the form of Exhibit A-13
hereto, representing undivided beneficial interests in the Class D Specific Grantor Trust Assets.


 


“Class D
Pass-Through Rate”: With respect to the Class D Certificates and the Class D Regular Interest and any Distribution
Date, a per annum rate equal to the WAC Rate for such Distribution Date.


 






     -29-


     


    

 


“Class D
Percentage Interest”: As of any date of determination, with respect to the Class D Regular Interest and the Class D
Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class D
Certificates, and the denominator of which is the Certificate Balance of the Class D Regular Interest.


 


“Class D
Regular Interest”: The uncertificated interest corresponding to the Class D Certificates, the Class V1-D Certificates
(to the extent of the Class V1-D Percentage Interest of the Class D Regular Interest) and the Class V2-A Certificates
(to the extent of the Class V2-A Percentage Interest of the Class D Regular Interest), constituting a “regular
interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto
in this Agreement.


 


“Class D
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class D Percentage Interest
of the Class D Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account
that represent distributions of the Class D Percentage Interest of the Class D Regular Interest.


 


“Class E
Certificate”: A Certificate designated as “Class E” on the face thereof, in the form of Exhibit A-14
hereto, representing undivided beneficial interests in the Class E Specific Grantor Trust Assets.


 


“Class E
Pass-Through Rate”: With respect to the Class E Certificates and the Class E Regular Interest and any Distribution
Date, a per annum rate equal to the lesser of (a) 3.3510% and (b) the WAC Rate for such Distribution Date.


 


“Class E
Percentage Interest”: As of any date of determination, with respect to the Class E Regular Interest and the Class E
Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class E
Certificates, and the denominator of which is the Certificate Balance of the Class E Regular Interest.


 


“Class E
Regular Interest”: The uncertificated interest corresponding to the Class E Certificates, the Class V1-E Certificates
(to the extent of the Class V1-E Percentage Interest of the Class E Regular Interest) and the Class V2-A Certificates
(to the extent of the Class V2-A Percentage Interest of the Class E Regular Interest), constituting a “regular
interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto
in this Agreement.


 


“Class E
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class E Percentage Interest
of the Class E Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account
that represent distributions of the Class E Percentage Interest of the Class E Regular Interest.


 


“Class F
Certificate”: A Certificate designated as “Class F” on the face thereof, in the form of Exhibit A-15
hereto, representing undivided beneficial interests in the Class F Specific Grantor Trust Assets.


 






     -30-


     


    

 


“Class F
Pass-Through Rate”: With respect to the Class F Certificates and the Class F Regular Interest and any Distribution
Date, a per annum rate equal to the WAC Rate for such Distribution Date.


 


“Class F
Percentage Interest”: As of any date of determination, with respect to the Class F Regular Interest and the Class F
Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class F
Certificates, and the denominator of which is the Certificate Balance of the Class F Regular Interest.


 


“Class F
Regular Interest”: The uncertificated interest corresponding to the Class F Certificates, the Class V1-F Certificates
(to the extent of the Class V1-F Percentage Interest of the Class F Regular Interest) and the Class V2-A Certificates
(to the extent of the Class V2-A Percentage Interest of the Class F Regular Interest), constituting a “regular
interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto
in this Agreement.


 


“Class F
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class F Percentage Interest
of the Class F Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account
that represent distributions of the Class F Percentage Interest of the Class F Regular Interest.


 


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


 


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


 


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


 


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


 


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


 


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


 



     -31-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class LSTN-B
Uncertificated Interest”: An uncertificated regular interest in the Standard Highline Trust Subordinate Companion Loan
REMIC which is held as an asset of the


 



     -32-


     


    

 


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


 


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


 


“Class LUES-A
Uncertificated Interest”: An uncertificated regular interest in the Y&L Towers Trust Subordinate Companion Loan REMIC
which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate
of interest set forth in the Preliminary Statement hereto.


 


“Class LUES-B
Uncertificated Interest”: An uncertificated regular interest in the Y&L Towers Trust Subordinate Companion Loan REMIC
which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate
of interest set forth in the Preliminary Statement hereto.


 


“Class LUES-C
Uncertificated Interest”: An uncertificated regular interest in the Y&L Towers Trust Subordinate Companion Loan REMIC
which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate
of interest set forth in the Preliminary Statement hereto.


 


“Class LUES-D
Uncertificated Interest”: An uncertificated regular interest in the Y&L Towers Trust Subordinate Companion Loan REMIC
which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate
of interest set forth in the Preliminary Statement hereto.


 


“Class NR Certificate”:
A Certificate designated as “Class NR” on the face thereof, in the form of Exhibit A-16 hereto, representing
undivided beneficial interests in the Class NR Specific Grantor Trust Assets.


 


“Class NR Pass-Through
Rate”: With respect to the Class NR Certificates and the Class NR Regular Interest and any Distribution Date, a per
annum rate equal to the WAC Rate for such Distribution Date.


 


“Class NR Percentage
Interest”: As of any date of determination, with respect to the Class NR Regular Interest and the Class NR Certificates,
a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class NR Certificates, and
the denominator of which is the Certificate Balance of the Class NR Regular Interest.


 


“Class NR Regular
Interest”: The uncertificated interest corresponding to the Class NR Certificates, the Class V1-F Certificates (to
the extent of the Class V1-F Percentage Interest of the Class NR Regular Interest) and the Class V2-A Certificates (to
the extent of the Class V2-A Percentage Interest of the Class NR Regular Interest), constituting a “regular interest”
in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 






     -33-


     


    

 


“Class NR Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class NR Percentage Interest of the Class
NR Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions
of the Class NR Percentage Interest of the Class NR Regular Interest.


 


“Class Percentage
Interest”: The Class A-1 Percentage Interest, the Class A-2 Percentage Interest, the Class A-SB Percentage
Interest, the Class A-3 Percentage Interest, the Class A-4 Percentage Interest, the Class A-5 Percentage Interest,
the Class X-A Percentage Interest, the Class X-B Percentage Interest, the Class A-S Percentage Interest, the Class B
Percentage Interest, the Class C Percentage Interest, the Class X-E Percentage Interest, the Class D Percentage
Interest, the Class E Percentage Interest, the Class F Percentage Interest, the Class NR Percentage Interest, the Class STN-A
Percentage Interest, the Class STN-B Percentage Interest, the Class STN-X Percentage Interest, the Class STN-C Percentage
Interest, the Class UES-A Percentage Interest, the Class UES-B Percentage Interest, the Class UES-C Percentage Interest,
the Class UES-D Percentage Interest, the Class UES-X Percentage Interest, the Class V1-A Percentage Interest, the Class V1-B
Percentage Interest, the Class V1-D Percentage Interest, the Class V1-E Percentage Interest, the Class V1-F Percentage
Interest, the Class V1-Z Percentage Interest, the Class V1-STNA Percentage Interest, the Class V1-STNC Percentage
Interest, the Class V1-UESA Percentage Interest, the Class V1-UESD Percentage Interest, the Class V2-A Percentage
Interest, the Class V2-Z Percentage Interest, the Class V2-STN Percentage Interest and the Class V2-UES Percentage Interest.


 


“Class R Certificate”:
A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-17 hereto, and evidencing
the sole class of “residual interest” in each Trust REMIC for purposes of the REMIC Provisions.


 


“Class STN-A
Certificate”: A Certificate designated as “Class STN-A” on the face thereof, in the form of Exhibit A-35
hereto, representing undivided beneficial interests in the Class STN-A Specific Grantor Trust Assets, which relates solely to the
Standard Highline Trust Subordinate Companion Loan.


 


“Class STN-A
Pass-Through Rate”: With respect to the Class STN-A Certificates and the Class STN-A Regular Interest and any Distribution
Date, a per annum rate equal to 3.9445%.


 


“Class STN-A
Percentage Interest”: As of any date of determination, with respect to the Class STN-A Regular Interest and the Class
STN-A Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class STN-A
Certificates, and the denominator of which is the Certificate Balance of the Class STN-A Regular Interest.


 


“Class STN-A
Regular Interest”: The uncertificated interest corresponding to the Class STN-A Certificates, the Class V1-STNA
Certificates (to the extent of the Class V1-STNA Percentage Interest of the Class STN-A Regular Interest) and the Class V2-STN
Certificates (to the extent of the Class V2-STN Percentage Interest of the Class STN-A Regular Interest), constituting a “regular
interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and have the characteristics attributable thereto
in this Agreement.


 






     -34-


     


    

 


“Class STN-A
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class STN-A Percentage Interest
of the Class STN-A Regular Interest and (ii) amounts held from time to time in the Standard Highline Trust Subordinate Companion
Loan REMIC Distribution Account that represent distributions of the Class STN-A Percentage Interest of the Class STN-A Regular
Interest.


 


“Class STN-B
Certificate”: A Certificate designated as “Class STN-B” on the face thereof, in the form of Exhibit A-36
hereto, representing undivided beneficial interests in the Class STN-B Specific Grantor Trust Assets, which relates solely to the
Standard Highline Trust Subordinate Companion Loan.


 


“Class STN-B
Pass-Through Rate”: With respect to the Class STN-B Certificates and the Class STN-B Regular Interest and any Distribution
Date, a per annum rate equal to 4.2466%.


 


“Class STN-B
Percentage Interest”: As of any date of determination, with respect to the Class STN-B Regular Interest and the Class
STN-B Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class STN-B
Certificates, and the denominator of which is the Certificate Balance of the Class STN-B Regular Interest.


 


“Class STN-B
Regular Interest”: The uncertificated interest corresponding to the Class STN-B Certificates, the Class V1-STNA
Certificates (to the extent of the Class V1-STNA Percentage Interest of the Class STN-B Regular Interest) and the Class V2-STN
Certificates (to the extent of the Class V2-STN Percentage Interest of the Class STN-B Regular Interest), constituting a “regular
interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and have the characteristics attributable thereto
in this Agreement.


 


“Class STN-B
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class STN-B Percentage Interest
of the Class STN-B Regular Interest and (ii) amounts held from time to time in the Standard Highline Trust Subordinate Companion
Loan REMIC Distribution Account that represent distributions of the Class STN-B Percentage Interest of the Class STN-B Regular
Interest.


 


“Class STN-C
Certificate”: A Certificate designated as “Class STN-C” on the face thereof, in the form of Exhibit A-38
hereto, representing undivided beneficial interests in the Class STN-C Specific Grantor Trust Assets, which relates solely
to the Standard Highline Trust Subordinate Companion Loan.


 


“Class STN-C
Pass-Through Rate”: With respect to the Class STN-C Certificates and the Class STN-C Regular Interest and any
Distribution Date, a per annum rate equal to the Net Mortgage Rate of the Standard Highline Trust Subordinate Companion
Loan for such Distribution Date.


 


“Class STN-C
Percentage Interest”: As of any date of determination, with respect to the Class STN-C Regular Interest and the
Class STN-C Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of
the Class STN-C


 



     -35-


     


    

 


Certificates, and the denominator of which is the Certificate Balance of the Class STN-C Regular Interest.


 


“Class STN-C
Regular Interest”: The uncertificated interest corresponding to the Class STN-C Certificates, the Class V1-STNC
Certificates (to the extent of the Class V1-STNC Percentage Interest of the Class STN-C Regular Interest) and the Class
V2-STN Certificates (to the extent of the Class V2-STN Percentage Interest of the Class STN-C Regular Interest), constituting
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and have the characteristics attributable
thereto in this Agreement.


 


“Class STN-C
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class STN-C Percentage
Interest of the Class STN-C Regular Interest and (ii) amounts held from time to time in the Standard Highline Trust Subordinate
Companion Loan REMIC Distribution Account that represent distributions of the Class STN-C Percentage Interest of the Class STN-C
Regular Interest.


 


“Class STN-R
Interest”: The uncertificated residual interest in the Standard Highline Trust Subordinate Companion Loan REMIC, represented
by the Class R Certificates.


 


“Class STN-X
Certificate”: A Certificate designated as “Class STN-X” on the face thereof, in the form of Exhibit A-37
hereto, representing undivided beneficial interests in the Class STN-X Specific Grantor Trust Assets, which relates solely to the
Standard Highline Trust Subordinate Companion Loan.


 


“Class
STN-X Pass-Through Rate”: With respect to the Class STN-X Certificates and the Class STN-X Regular Interest and any
Distribution Date, a per annum rate equal to the excess, if any, of (a) the Net Mortgage Rate on the Standard Highline
Trust Subordinate Companion Loan (adjusted to accrue on a 30/360 Basis), over (b) the weighted average pass-through rates of
the Class STN-A and Class STN-B Certificates for that Distribution Date.


 


“Class STN-X
Percentage Interest”: As of any date of determination, with respect to the Class STN-X Regular Interest and the Class
STN-X Certificates, a percentage interest equal to a fraction, the numerator of which is the Notional Amount of the Class STN-X
Certificates, and the denominator of which is the Notional Amount of the Class STN-X Regular Interest.


 


“Class STN-X
Regular Interest”: The uncertificated interest corresponding to the Class STN-X Certificates, the Class V1-STNA
Certificates (to the extent of the Class V1-STNA Percentage Interest of the Class STN-X Regular Interest) and the Class V2-STN
Certificates (to the extent of the Class V2-STN Percentage Interest of the Class STN-X Regular Interest), constituting a “regular
interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and have the characteristics attributable thereto
in this Agreement.


 


“Class STN-X
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class STN-X Percentage Interest
of the Class STN-X Regular Interest and (ii) amounts held from time to time in the Standard Highline Trust Subordinate Companion
Loan


 



     -36-


     


    

 


REMIC Distribution Account that represent distributions of the Class STN-X Percentage Interest of the Class STN-X Regular
Interest.


 


“Class UES-A
Certificate”: A Certificate designated as “Class UES-A” on the face thereof, in the form of Exhibit A-27
hereto, representing undivided beneficial interests in the Class UES-A Specific Grantor Trust Assets, which relates solely
to the Y&L Towers Trust Subordinate Companion Loan.


 


“Class UES-A
Pass-Through Rate”: With respect to the Class UES-A Certificates and the Class UES-A Regular Interest and any
Distribution Date, a per annum rate equal to 4.0274%.


 


“Class UES-A
Percentage Interest”: As of any date of determination, with respect to the Class UES-A Regular Interest and the
Class UES-A Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of
the Class UES-A Certificates, and the denominator of which is the Certificate Balance of the Class UES-A Regular Interest.


 


“Class UES-A
Regular Interest”: The uncertificated interest corresponding to the Class UES-A Certificates, the Class V1-UESA
Certificates (to the extent of the Class V1-UESA Percentage Interest of the Class UES-A Regular Interest) and the Class V2-UES
Certificates (to the extent of the Class V2-UES Percentage Interest of the Class UES-A Regular Interest), constituting
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and have the characteristics attributable
thereto in this Agreement.


 


“Class UES-A
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class UES-A Percentage
Interest of the Class UES-A Regular Interest and (ii) amounts held from time to time in the Y&L Towers Trust Subordinate
Companion Loan REMIC Distribution Account that represent distributions of the Class UES-A Percentage Interest of the Class UES-A
Regular Interest.


 


“Class UES-B
Certificate”: A Certificate designated as “Class UES-B” on the face thereof, in the form of Exhibit A-28
hereto, representing undivided beneficial interests in the Class UES-B Specific Grantor Trust Assets, which relates solely
to the Y&L Towers Trust Subordinate Companion Loan.


 


“Class UES-B
Pass-Through Rate”: With respect to the Class UES-B Certificates and the Class UES-B Regular Interest and any
Distribution Date, a per annum rate equal to the Net Mortgage Rate of the Y&L Towers Trust Subordinate Companion Loan
for such Distribution Date.


 


“Class UES-B
Percentage Interest”: As of any date of determination, with respect to the Class UES-B Regular Interest and the
Class UES-B Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of
the Class UES-B Certificates, and the denominator of which is the Certificate Balance of the Class UES-B Regular Interest.


 






     -37-


     


    

 


“Class UES-B
Regular Interest”: The uncertificated interest corresponding to the Class UES-B Certificates, the Class V1-UESA
Certificates (to the extent of the Class V1-UESA Percentage Interest of the Class UES-B Regular Interest) and the Class V2-UES
Certificates (to the extent of the Class V2-UES Percentage Interest of the Class UES-B Regular Interest), constituting
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and have the characteristics attributable
thereto in this Agreement.


 


“Class UES-B
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class UES-B Percentage
Interest of the Class UES-B Regular Interest and (ii) amounts held from time to time in the Y&L Towers Trust Subordinate
Companion Loan REMIC Distribution Account that represent distributions of the Class UES-B Percentage Interest of the Class UES-B
Regular Interest.


 


“Class UES-C
Certificate”: A Certificate designated as “Class UES-C” on the face thereof, in the form of Exhibit A-29
hereto, representing undivided beneficial interests in the Class UES-C Specific Grantor Trust Assets, which relates solely
to the Y&L Towers Trust Subordinate Companion Loan.


 


“Class UES-C
Pass-Through Rate”: With respect to the Class UES-C Certificates and the Class UES-C Regular Interest and any
Distribution Date, a per annum rate equal to the Net Mortgage Rate of the Y&L Towers Trust Subordinate Companion Loan
for such Distribution Date.


 


“Class UES-C
Percentage Interest”: As of any date of determination, with respect to the Class UES-C Regular Interest and the
Class UES-C Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of
the Class UES-C Certificates, and the denominator of which is the Certificate Balance of the Class UES-C Regular Interest.


 


“Class UES-C
Regular Interest”: The uncertificated interest corresponding to the Class UES-C Certificates, the Class V1-UESA
Certificates (to the extent of the Class V1-UESA Percentage Interest of the Class UES-C Regular Interest) and the Class V2-UES
Certificates (to the extent of the Class V2-UES Percentage Interest of the Class UES-C Regular Interest), constituting
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and have the characteristics attributable
thereto in this Agreement.


 


“Class UES-C
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class UES-C Percentage
Interest of the Class UES-C Regular Interest and (ii) amounts held from time to time in the Y&L Towers Trust Subordinate
Companion Loan REMIC Distribution Account that represent distributions of the Class UES-C Percentage Interest of the Class UES-C
Regular Interest.


 


“Class UES-D
Certificate”: A Certificate designated as “Class UES-D” on the face thereof, in the form of Exhibit A-30
hereto, representing undivided beneficial interests in the Class UES-D Specific Grantor Trust Assets, which relates solely to the
Y&L Towers Trust Subordinate Companion Loan.


 






     -38-


     


    

 


“Class UES-D
Pass-Through Rate”: With respect to the Class UES-D Certificates and the Class UES-D Regular Interest and any Distribution
Date, a per annum rate equal to the Net Mortgage Rate of the Y&L Towers Trust Subordinate Companion Loan for such Distribution
Date.


 


“Class UES-D
Percentage Interest”: As of any date of determination, with respect to the Class UES-D Regular Interest and the Class
UES-D Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class UES-D
Certificates, and the denominator of which is the Certificate Balance of the Class UES-D Regular Interest.


 


“Class UES-D
Regular Interest”: The uncertificated interest corresponding to the Class UES-C Certificates, the Class V1-UESD
Certificates (to the extent of the Class V1-UESD Percentage Interest of the Class UES-D Regular Interest) and the Class V2-UES
Certificates (to the extent of the Class V2-UES Percentage Interest of the Class UES-D Regular Interest), constituting a “regular
interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and have the characteristics attributable thereto
in this Agreement.


 


“Class UES-D
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class UES-D Percentage Interest
of the Class UES-D Regular Interest and (ii) amounts held from time to time in the Y&L Towers Trust Subordinate Companion
Loan REMIC Distribution Account that represent distributions of the Class UES-D Percentage Interest of the Class UES-D Regular
Interest.


 


“Class UES-X
Certificate”: A Certificate designated as “Class UES-X” on the face thereof, in the form of Exhibit A-31
hereto, representing undivided beneficial interests in the Class UES-X Specific Grantor Trust Assets, which relates solely
to the Y&L Towers Trust Subordinate Companion Loan.


 


“Class UES-X
Pass-Through Rate”: With respect to the Class UES-X Certificates and the Class UES-X Regular Interest and any
Distribution Date, a per annum rate equal to the excess, if any, of (a) the Net Mortgage Rate on the Y&L Towers Trust
Subordinate Companion Loan (adjusted to accrue on a 30/360 Basis), over (b) the weighted average pass-through rates of the Class
UES-A, Class UES-B and Class UES-C Certificates for that Distribution Date.


 


“Class UES-X
Percentage Interest”: As of any date of determination, with respect to the Class UES-X Regular Interest and the
Class UES-X Certificates, a percentage interest equal to a fraction, the numerator of which is the Notional Amount of the
Class UES-X Certificates, and the denominator of which is the Notional Amount of the Class UES-X Regular Interest.


 


“Class UES-X
Regular Interest”: The uncertificated interest corresponding to the Class UES-X Certificates, the Class V1-UESA
Certificates (to the extent of the Class V1-UESA Percentage Interest of the Class UES-X Regular Interest) and the Class V2-UES
Certificates (to the extent of the Class V2-UES Percentage Interest of the Class UES-X Regular Interest), constituting
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and have the characteristics attributable
thereto in this Agreement.


 






     -39-


     


    

 






“Class UES-X
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class UES-X Percentage Interest of
the Class UES-X Regular Interest and (ii) amounts held from time to time in the Y&L Towers Trust Subordinate Companion Loan
REMIC Distribution Account that represent distributions of the Class UES-X Percentage Interest of the Class UES-X Regular Interest.


 


“Class UES-R
Interest”: The uncertificated residual interest in the Y&L Towers Trust Subordinate Companion Loan REMIC, represented
by the Class R Certificates.


 


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


 


“Class V Certificates”:
The Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A and Class V2-Z Certificates, collectively.


 


“Class V1 Certificates”:
The Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F and Class V1-Z Certificates, collectively.


 


“Class V-UES
Certificates”: The Class V1-UESA, Class V1-UESD and Class V2-UES, collectively.


 


“Class V-STN
Certificates”: The Class V1-STNA, Class V1-STNC and Class V2-STN Certificates, collectively.


 


“Class V1-A
Certificate”: A Certificate designated as “Class V1-A” on the face thereof, in the form of Exhibit A-19
hereto, representing undivided beneficial interests in the Class V1-A Specific Grantor Trust Assets.


 


“Class V1-A
Percentage Interest”: As of any date of determination, with respect to the Class A-1, Class A-2, Class A-S, Class A-SB,
Class A-3, Class A-4, Class A-5 and Class X-A Regular Interests and the Class V1-A Certificates, a percentage interest equal to
a fraction, the numerator of which is the Certificate Balance of the Class V1-A Certificates, and the denominator of which is the
aggregate Certificate Balance of the Class A-1, Class A-2, Class A-S, Class A-SB, Class A-3, Class A-4, Class A-5 and Class A-S
Regular Interests.


 


“Class V1-A
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class V1-A Percentage Interest of
each of the Class A-1, Class A-2, Class A-S, Class A-SB, Class A-3, Class A-4, Class A-5 and Class X-A Regular Interests and (ii)
amounts held from time to time in the Regular Interest Distribution Account that represent distributions of the Class V1-A Percentage
Interest of the Class A-1, Class A-2, Class A-S, Class A-SB, Class A-3, Class A-4, Class A-5 and Class X-A Regular Interests.


 


“Class V1-B
Certificate”: A Certificate designated as “Class V1-B” on the face thereof, in the form of Exhibit A-20
hereto, representing undivided beneficial interests in the Class V1-B Specific Grantor Trust Assets.


 


“Class V1-B
Percentage Interest”: As of any date of determination, with respect to the Class X-B and Class B Regular Interests and
the Class V1-B Certificates, a percentage


 



     -40-


     


    

 


interest equal to a fraction, the numerator of which is the Certificate Balance of the
Class V1-B Certificates, and the denominator of which is the Certificate Balance of the Class B Regular Interest.


 


“Class V1-B
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class V1-B Percentage Interest of
each of the Class X-B and Class B Regular Interests and (ii) amounts held from time to time in the Regular Interest Distribution
Account that represent distributions of the Class V1-B Percentage Interest of the Class X-B and Class B Regular Interests.


 


“Class V1-D
Certificate”: A Certificate designated as “Class V1-D” on the face thereof, in the form of Exhibit A-21
hereto, representing undivided beneficial interests in the Class V1-D Specific Grantor Trust Assets.


 


“Class V1-D
Percentage Interest”: As of any date of determination, with respect to the Class D Regular Interest and the Class V1-D
Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class V1-D Certificates,
and the denominator of which is the Certificate Balance of the Class D Regular Interest.


 


“Class V1-D
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class V1-D Percentage Interest of
the Class D Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent
distributions of the Class V1-D Percentage Interest of the Class D Regular Interest.


 


“Class V1-E
Certificate”: A Certificate designated as “Class V1-E” on the face thereof, in the form of Exhibit A-22
hereto, representing undivided beneficial interests in the Class V1-E Specific Grantor Trust Assets.


 


“Class V1-E
Percentage Interest”: As of any date of determination, with respect to the Class E and Class X-E Regular Interests and
the Class V1-E Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the
Class V1-E Certificates, and the denominator of which is the aggregate Certificate Balance of the Class E and Class X-E Interests.


 


“Class V1-E
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class V1-E Percentage Interest of
each of the Class E and Class X-E Regular Interests and (ii) amounts held from time to time in the Regular Interest Distribution
Account that represent distributions of the Class V1-E Percentage Interest of the Class E and Class X-E Regular Interests.


 


“Class V1-F
Certificate”: A Certificate designated as “Class V1-F” on the face thereof, in the form of Exhibit A-23
hereto, representing undivided beneficial interests in the Class V1-F Specific Grantor Trust Assets.


 


“Class V1-F
Percentage Interest”: As of any date of determination, with respect to the Class F and Class NR Regular Interests, the
ARD Grantor Trust Assets and the Class V1-F Certificates, a percentage interest equal to a fraction, the numerator of which is
the Certificate


 



     -41-


     


    

 


Balance of the Class V1-F Certificates, and the denominator of which is the aggregate Certificate Balance of the
Class F and Class NR Regular Interests.


 


“Class V1-F
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class V1-F Percentage Interest of
each of the Class F and Class NR Regular Interests and the ARD Grantor Trust Assets and (ii) amounts held from time to time in
the Regular Interest Distribution Account that represent distributions of the Class V1-F Percentage Interest of the Class F and
Class NR Regular Interests.


 


“Class V1-STNA
Certificate”: A Certificate designated as “Class V1-STNA” on the face thereof, in the form of Exhibit
A-39 hereto, representing undivided beneficial interests in the Class V1-STNA Specific Grantor Trust Assets.


 


“Class V1-STNA
Percentage Interest”: As of any date of determination, with respect to the Class STN-A, Class STN-X and Class STN-B Certificates,
a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class V1-STNA Certificates,
and the denominator of which is the aggregate Certificate Balance of the Class STN-A and Class STN-B Regular Interests.


 


“Class V1-STNA
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class V1-STNA Percentage Interest
of the Class STN-A and Class STN-B Regular Interests and (ii) amounts held from time to time in the Standard Highline Trust Subordinate
Companion Loan REMIC Distribution Account that represent distributions of the Class V1-STNA Percentage Interest of the Class STN-A
and Class STN-B Regular Interests.


 


“Class V1-STNC
Certificate”: A Certificate designated as “Class V1-STNC” on the face thereof, in the form of Exhibit
A-40 hereto, representing undivided beneficial interests in the Class V1-STNC Specific Grantor Trust Assets.


 


“Class V1-STNC
Percentage Interest”: As of any date of determination, with respect to the Class STN-C Certificates, a percentage interest
equal to a fraction, the numerator of which is the Certificate Balance of the Class V1-STNC Certificates, and the denominator
of which is the Certificate Balance of the Class STN-C Regular Interest.


 


“Class V1-STNC
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class V1-STNC Percentage Interest
of the Class STN-C Regular Interests and (ii) amounts held from time to time in the Standard Highline Trust Subordinate Companion
Loan REMIC Distribution Account that represent distributions of the Class V1-STNC Percentage Interest of the Class STN-C Regular
Interests.


 


“Class V1-UESA
Certificate”: A Certificate designated as “Class V1-UESA” on the face thereof, in the form of Exhibit
A-32 hereto, representing undivided beneficial interests in the Class V1-UESA Specific Grantor Trust Assets.


 


“Class V1-UESA
Percentage Interest”: As of any date of determination, with respect to the Class UES-A, Class UES-X, Class UES-B and
Class UES-C Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the 


 





     -42-


     


    

 


Class
V1-UESA Certificates, and the denominator of which is the aggregate Certificate Balance of the Class UES-A, Class UES-B and
Class UES-C Regular Interests.


 


“Class V1-UESA
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class V1-UESA Percentage Interest
of the Class UES-A, Class UES-B and Class UES-C Regular Interests and (ii) amounts held from time to time in the Y&L Towers
Trust Subordinate Companion Loan REMIC Distribution Account that represent distributions of the Class V1-UESA Percentage Interest
of the Class UES-A, Class UES-B and Class UES-C Regular Interests.


 


“Class V1-UESD
Certificate”: A Certificate designated as “Class V1-UESD” on the face thereof, in the form of Exhibit
A-33 hereto, representing undivided beneficial interests in the Class V1-UESD Specific Grantor Trust Assets.


 


“Class V1-UESD
Percentage Interest”: As of any date of determination, with respect to the Class UES-D Certificates, a percentage interest
equal to a fraction, the numerator of which is the Certificate Balance of the Class V1-UESD Certificates, and the denominator of
which is the Certificate Balance of the Class UES-D Regular Interest.


 


“Class V1-UESD
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class V1-UESD Percentage Interest
of the Class UES-D Regular Interests and (ii) amounts held from time to time in the Y&L Towers Trust Subordinate Companion
Loan REMIC Distribution Account that represent distributions of the Class V1-UESD Percentage Interest of the Class UES-D Regular
Interests.


 


“Class V1-Z
Certificate”: A Certificate designated as “Class V1-Z” on the face thereof, in the form of Exhibit A-24
hereto, representing undivided beneficial interests in the Class V1-Z Specific Grantor Trust Assets.


 


“Class V1-Z
Percentage Interest”: As of any date of determination, with respect to the ARD Grantor Trust Assets and the Class V1-Z
Certificates, a percentage interest equal to the Tranche Percentage Interest of the Class V1-Z Certificates.


 


“Class V1-Z
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class V1-Z Percentage Interest of
the ARD Grantor Trust Assets and (ii) amounts held from time to time in the Excess Interest Distribution Account that represent
distributions of the Class V1-Z Percentage Interest of the ARD Grantor Trust Assets.


 


“Class V2-A
Certificate”: A Certificate designated as “Class V2” on the face thereof, in the form of Exhibit A-25
hereto, representing undivided beneficial interests in the Class V2-A Specific Grantor Trust Assets.


 


“Class V2-A
Percentage Interest”: As of any date of determination, with respect to any Pooled Regular Interest and the Class V2-A
Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class V2-A Certificates,
and the denominator of which is the aggregate Certificate Balance of the Pooled Regular Interests.


 






     -43-


     


    




 


“Class V2-A
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of the Class V2-A Percentage Interest of the
Pooled Regular Interests.


 


“Class V2-Z
Certificate”: A Certificate designated as “Class V2-Z” on the face thereof, in the form of Exhibit A-26 hereto,
representing undivided beneficial interests in the Class V2-Z Specific Grantor Trust Assets.


 


“Class V2-Z
Percentage Interest”: As of any date of determination, with respect to the ARD Grantor Trust Assets and the Class V2-Z
Certificates, a percentage interest equal to the Tranche Percentage Interest of the Class V2-Z Certificates.


 


“Class V2-Z
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of the Class V2-Z Percentage Interest of the
ARD Grantor Trust Assets.


 


“Class V2-STN
Certificate”: A Certificate designated as “Class V2-STN” on the face thereof, in the form of Exhibit A-42
hereto, representing undivided beneficial interests in the Class V2-STN Specific Grantor Trust Assets.


 


“Class V2-STN
Percentage Interest”: As of any date of determination, with respect to the Standard Highline Loan-Specific Regular Interests
and the Class V2-STN Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance
of the Class V2-STN Certificates, and the denominator of which is the aggregate Certificate Balance of the Standard Highline Loan-Specific
Regular Interests.


 


“Class V2-STN
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class V2-STN Percentage Interest
of the Standard Highline Loan-Specific Regular Interests and (ii) amounts held from time to time in the Regular Interest Distribution
Account that represent distributions of the Class V2-STN Percentage Interest of the Standard Highline Loan-Specific Regular Interests.


 


“Class V2-UES
Certificate”: A Certificate designated as “Class V2-UES” on the face thereof, in the form of Exhibit A-34
hereto, representing undivided beneficial interests in the Class V2-UES Specific Grantor Trust Assets.


 


“Class V2-UES
Percentage Interest”: As of any date of determination, with respect to the Y&L Towers Loan-Specific Regular Interests
and the Class V2-UES Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance
of the Class V2-UES Certificates, and the denominator of which is the aggregate Certificate Balance of the Y&L Towers Loan-Specific
Regular Interests.


 


“Class V2-UES
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class V2-UES Percentage Interest
of the Y&L Towers Loan-Specific Regular Interests and (ii) amounts held from time to time in the Regular Interest Distribution
Account that represent distributions of the Class V2-UES Percentage Interest of the Y&L Towers Loan-Specific Regular Interests.


 


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


 






     -44-


     


    




 


“Class X Regular
Interests”: The Class X-A, Class X-B, Class X-E, Class UES-X and/or Class STN-X Regular Interests, collectively.


 


“Class X-A Certificate”:
A Certificate designated as “Class X-A” on the face thereof, in the form of Exhibit A-7 hereto, representing
undivided beneficial interests in the Class X-A Specific Grantor Trust Assets.


 


“Class X-A Notional
Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-SB and Class A-S Regular Interests.


 


“Class X-A Pass-Through
Rate”: The Pass-Through Rate for Class X-A Certificates and the Class X-A Regular Interest for any Distribution Date
will equal the excess, if any, of (a) the WAC Rate for such Distribution Date, over (b) the weighted average of the Pass-Through
Rates on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB and Class A-S Regular Interests 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 and the Class X-A Regular Interest for the initial Distribution Date shall be the
rate set forth in the Preliminary Statement hereto.


 


“Class X-A Percentage
Interest”: As of any date of determination, with respect to the Class X-A Regular Interest and the Class X-A Certificates,
a percentage interest equal to a fraction, the numerator of which is the Notional Amount of the Class X-A Certificates, and the
denominator of which is the Notional Amount of the Class X-A Regular Interest.


 


“Class X-A Regular
Interest”: The uncertificated interest corresponding to the Class X-A Certificates, the Class V1-A Certificates (to the
extent of the Class V1-A Percentage Interest of the Class X-A Regular Interest) and the Class V2-A Certificates (to the extent
of the Class V2-A Percentage Interest of the Class X-A Regular Interest), constituting a “regular interest” in the
Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


“Class X-A Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class X-A Percentage Interest of the Class
X-A Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions
of the Class X-A Percentage Interest of the Class X-A Regular Interest.


 


“Class X-B Certificate”:
A Certificate designated as “Class X-B” on the face thereof, in the form of Exhibit A-8 hereto, and representing
undivided beneficial interests in the Class X-B Specific Grantor Trust Assets.


 


“Class X-B Notional
Amount”: As of any date of determination, the aggregate Certificate Balances of the Class B and Class C Regular Interests.


 


“Class X-B Pass-Through
Rate”: The Pass-Through Rate for Class X-B Certificates and the Class X-B Regular Interest for any Distribution Date
will equal the excess, if any, of (a) the WAC Rate for such Distribution Date, over (b) the weighted average of the Pass-Through
Rates on the Class B and Class C Regular Interests for such Distribution Date, weighted


 



     -45-


     


    

 


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 and the Class
X-B Regular Interest for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


“Class X-B Percentage
Interest”: As of any date of determination, with respect to the Class X-B Regular Interest and the Class X-B Certificates,
a percentage interest equal to a fraction, the numerator of which is the Notional Amount of the Class X-B Certificates, and the
denominator of which is the Notional Amount of the Class X-B Regular Interest.


 


“Class X-B Regular
Interest”: The uncertificated interest corresponding to the Class X-B Certificates, the Class V1-B Certificates (to the
extent of the Class V1-B Percentage Interest of the Class X-B Regular Interest) and the Class V2-A Certificates (to the extent
of the Class V2-A Percentage Interest of the Class X-B Regular Interest), constituting a “regular interest” in the
Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


“Class X-B Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class X-B Percentage Interest of the Class
X-B Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions
of the Class X-B Percentage Interest of the Class X-B Regular Interest.


 


“Class X-E Certificate”:
A Certificate designated as “Class X-E” on the face thereof, in the form of Exhibit A-12 hereto, and representing
undivided beneficial interests in the Class X-B Specific Grantor Trust Assets.


 


“Class X-E Notional
Amount”: As of any date of determination, the aggregate Certificate Balances of the Class E Regular Interests.


 


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


 


“Class X-E Percentage
Interest”: As of any date of determination, with respect to the Class X-E Regular Interest and the Class X-E Certificates,
a percentage interest equal to a fraction, the numerator of which is the Notional Amount of the Class X-E Certificates, and the
denominator of which is the Notional Amount of the Class X-E Regular Interest.


 


“Class X-E Regular
Interest”: The uncertificated interest corresponding to the Class X-E Certificates, the Class V1-E Certificates (to the
extent of the Class V1-E Percentage Interest of the Class X-E Regular Interest) and the Class V2-A Certificates (to the extent
of the Class V2-A Percentage Interest of the Class X-E Regular Interest), constituting a “regular interest” in the
Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 






     -46-


     


    




 


“Class X-E Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class X-E Percentage Interest of the Class
X-E Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions
of the Class X-E Percentage Interest of the Class X-E Regular Interest.


 


“Class Z Certificate”:
A Certificate designated as “Class Z” on the face thereof, in the form of Exhibit A-18 hereto, representing
undivided beneficial interests in the Class Z Specific Grantor Trust Assets.


 


“Class Z Percentage
Interest”: As of any date of determination, with respect to the ARD Grantor Trust Assets and the Class Z Certificates,
a percentage interest equal to 100% minus (i) the Class V1-Z Percentage Interest and (ii) the Class V2-Z Percentage Interest.


 


“Class Z Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of the Class Z Percentage Interest of the ARD Grantor
Trust Assets.


 


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


 


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


 


“Closing Date”:
November 30, 2017.


 


“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, 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 (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 or Trust Subordinate Companion 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 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,
the Operating Advisor and the Master Servicer shall be entitled to conclusively rely on the Special


 



     -47-


     


    

 


Servicer’s calculation
or determination of any Collateral Deficiency Amount with respect to the Mortgage Loans (other than any Non-Serviced Mortgage Loan).
The Certificate Administrator, the Operating Advisor and the Special Servicer will be entitled to conclusively rely on the Master
Servicer’s calculation or determination of any Collateral Deficiency Amount with respect to Non-Serviced Mortgage Loans.
In the case of a Serviced Whole Loan (including the Yorkshire & Lexington Towers Whole Loan and The Standard Highline NYC Whole
Loan), any Collateral Deficiency Amount shall be allocated among the related Mortgage Loan, Serviced Pari Passu Companion Loan
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). hereof, 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 entitled “KeyBank National
Association, as Master Servicer on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered
holders of CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX10”. 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, any Trust REMIC or the Grantor Trust.


 


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


 


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


 


“Commission”:
The Securities and Exchange Commission.


 






     -48-


     


    




 


“Companion Distribution
Account”: With respect to any Serviced Companion Loan (including any Trust Subordinate Companion Loan), the separate
account created and maintained by the Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Companion
Holders, which shall be entitled “KeyBank National Association [or name of successor master servicer], as Companion Paying
Agent, for the benefit of the Companion Holders of the Companion Loans, relating to the CSAIL 2017-CX10 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2017-CX10, Companion Distribution Account”. The Companion Distribution
Account shall not be an asset of the Trust, any Trust REMIC or the Grantor Trust, but instead shall be held by the Companion Paying
Agent on behalf of the Companion Holders (other than any Trust Subordinate Companion Loan, in which case such amounts will be held
for the benefit of holders of the related Loan-Specific Certificates). 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 Paying
Agent”: With respect to the Serviced Companion Loans, if any, the Master Servicer in its role as Companion Paying Agent
appointed pursuant to Section 3.27.


 


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


 


“Compensating
Interest Payments”: An aggregate amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of
Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage
Loans (other than the Non-Serviced Mortgage Loans), any related Serviced Pari Passu Companion Loan, any Trust Subordinate 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, any Trust
Subordinate Companion Loan and any REO Loan for which Servicing Fees are being paid for such Collection Period, calculated at a
rate of 0.0025% per annum, and (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection
Period with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) (and, so long as a Serviced Whole Loan is serviced
hereunder, the related Serviced Pari Passu Companion Loan and any Trust Subordinate 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.


 



     -49-


     


    

 


However, if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer’s allowing
the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Mortgage Loan documents
regarding Principal Prepayments (other than (V) a Non-Serviced Mortgage Loan, (W) subsequent to a default under the related Mortgage
Loan documents or if the Mortgage Loan or Serviced Whole Loan is a Specially Serviced Loan, (X) pursuant to applicable law or a
court order or otherwise in such circumstances where the Master Servicer is required to accept such Principal Prepayment in accordance
with the Servicing Standard, (Y) (i) at the request or with the consent of the Special Servicer or, (ii) for so long as no Control
Termination Event has occurred and is continuing, and, other than with respect to an Excluded Loan as to the Directing Holder or,
if the Directing Holder is the Directing Certificateholder, the Holder of a majority of the Controlling Class, 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,
the related Serviced Companion Loan(s) (including any related Trust Subordinate Companion Loan), 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 (a) with respect to any Mortgage Loan (other than the Yorkshire & Lexington
Towers Mortgage Loan and The Standard Highline NYC Mortgage Loan) or Serviced Whole Loan (other than the Yorkshire & Lexington
Towers Whole Loan and The Standard Highline NYC Whole Loan) (i) no Class of Control Eligible Regular Interests exists that has
a then-outstanding Certificate Balance 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 a Class of Class F Corresponding Certificates
is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights
of the Controlling Class Certificateholder, and such rights have not been reinstated to a successor Controlling Class Certificateholder
pursuant to Section 3.23(l); provided that no Consultation Termination Event resulting solely from the operation
of clause (ii) shall be deemed to have existed or be in continuance with respect to a successor Holder of a majority of
the Class F Corresponding Certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling
Class Certificateholder; provided, further, that a Consultation Termination Event shall not be deemed to be continuing
in the event the Certificate Balances of all Classes of Regular Interests (other than the Class X Regular Interests and the Control
Eligible Regular Interests) have been reduced to zero; provided, further, that no Consultation Termination Event
may occur with respect to the Loan-Specific Directing Certificateholder related to the Servicing Shift Whole Loan and the term
“Consultation Termination Event” shall not be applicable to the Loan-Specific Directing Certificateholder related to
such Servicing Shift Whole Loan; (b)(i) with respect to the Yorkshire & Lexington Towers Whole Loan, a Y&L Towers Trust
Subordinate


 



     -50-


     


    

 


Companion Loan Control Termination Event exists and, with respect to The Standard Highline NYC Whole Loan, a Standard
Highline Trust Subordinate Companion Loan Control Termination Event exists and (ii)(1) no Class of Control Eligible Regular Interests
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 (2) a Holder of Class F
Corresponding 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 (2) shall be deemed to have existed or be in continuance with respect to a
successor Holder of a majority of the Class F Corresponding Certificates that has not irrevocably waived its right to exercise
any of the rights of the Controlling Class Certificateholder. With respect to any Excluded Loan, a Consultation Termination Event
shall be deemed to exist with respect to such Excluded Loan at all times. For the avoidance of doubt, whenever the term “Consultation
Termination Event” is used without further clarification, the parties hereto intend for such reference to mean the applicable
Consultation Termination Event under the circumstances.


 


“Control Eligible
Corresponding Certificates”: With respect to any Class of Control Eligible Regular Interests, the Corresponding Certificates.


 


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


 


“Control Termination
Event”: At any date at which (a) with respect to any Mortgage Loan (other than the Yorkshire & Lexington Towers Mortgage
Loan and The Standard Highline NYC Mortgage Loan) or Serviced Whole Loan (other than the Yorkshire & Lexington Towers Whole
Loan and The Standard Highline NYC Whole Loan) (i) no Class of Control Eligible Regular Interests exists that has a Certificate
Balance (as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to such Class in accordance with Section
4.08(a) hereof) that is at least equal to 25% of the initial Certificate Balance of such Class as to the related Directing
Holder; (ii) such Mortgage Loan or Whole Loan is an Excluded Loan; or (iii) a Holder of the Class F Corresponding 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 shall not be deemed continuing
in the event that the Certificate Balances of the all Classes of Pooled Regular Interests (other than the Class X Regular Interests
and Control Eligible Regular Interests) have been reduced to zero as a result of principal payments on the Mortgage Loans; provided,
further, that no Control Termination Event may occur with respect to the Loan-Specific Directing Certificateholder related
to the Servicing Shift Whole Loan and the term “Control Termination Event” shall not be applicable to the Loan-Specific
Directing Certificateholder related to such Servicing Shift Whole Loan; and (b) with respect to the Yorkshire & Lexington Towers
Whole Loan or The Standard Highline NYC Whole Loan, (i) such Whole Loan is an Excluded Loan as to the related Directing Holder,
or (ii)(A) a Y&L Towers Trust Subordinate Companion Loan Control Termination Event or a Standard Highline Trust Subordinate
Companion Loan Control Termination Event exists, as


 



     -51-


     


    

 


applicable, and (B)(1) no Class of Control Eligible Regular Interests exists
that has a Certificate Balance (as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to such Class in
accordance with Section 4.08(a) hereof) that is at least equal to 25% of the initial Certificate Balance of such Class;
or (2) a Holder of the Class F Corresponding 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 shall not be deemed continuing in the event the Certificate Balances of all Classes of Regular
Interests (other than the Class X Regular Interests and Control Eligible Regular Interests) have been reduced to zero as a result
of principal payments on the Mortgage Loans; provided, further, that for the avoidance of doubt, whenever the term
“Control Termination Event” is used without further clarification, the parties hereto intend for such references to
mean the applicable Control Termination Event under the circumstances.


 


“Controlling
Class”: With respect to (a) any Mortgage Loan (other than any Non-Serviced Mortgage Loan, any Servicing Shift Mortgage
Loan, the Yorkshire & Lexington Towers Mortgage Loan or The Standard Highline NYC Mortgage Loan) or Serviced Whole Loan (other
than the Yorkshire & Lexington Towers Whole Loan or The Standard Highline NYC Whole Loan), as of any date of determination,
the most subordinate Class of Control Eligible Regular Interests 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)
of this Agreement) at least equal to 25% of the initial Certificate Balance of that Class, or if no Class of Control Eligible Regular
Interests meets the preceding requirement, the most senior Class of Control Eligible Regular Interests. The Controlling Class as
of the Closing Date will be the Class NR Regular Interest; provided that if, at any time, the Certificate Balances of all
Control Eligible Regular Interests, 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 Regular Interests that
has a principal balance greater than zero; provided, further, that if at any time the Certificate Balance of the
Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Regular Interests
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 Regular Interests 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; (b) the Yorkshire & Lexington Towers Whole Loan, the Y&L Towers Controlling Class and (c) The Standard
Highline NYC Whole Loan, the Standard Highline Controlling Class.


 


For the avoidance of
doubt, whenever the term “Controlling Class” is used in this Agreement without further clarification, the parties hereto
intend for such references to mean the applicable Controlling Class under the circumstances.


 


“Controlling
Class Certificateholders”: With respect to (a) any Mortgage Loan (other than any Non-Serviced Mortgage Loan, any Servicing
Shift Mortgage Loan, the Yorkshire & Lexington Towers Mortgage Loan or The Standard Highline NYC Mortgage Loan) or Serviced
Whole Loan (other than the Yorkshire & Lexington Towers Whole Loan or The


 



     -52-


     


    

 


Standard Highline NYC Whole Loan), each Holder (or
Certificate Owner, if applicable) of a Controlling Class Certificate; (b) the Yorkshire & Lexington Towers Whole Loan, each
Holder (or Certificate Owner, if applicable) of a Certificate of the Y&L Towers Controlling Class and (c) The Standard Highline
NYC Whole Loan, each Holder (or Certificate Owner, if applicable) of a Certificate of the Standard Highline Controlling Class,
in each case as determined by the Certificate Registrar, from time to time, upon request by any party hereto. For the avoidance
of doubt, whenever the term “Controlling Class Certificateholder” is used in this Agreement without further clarification,
the parties hereto intend for such references to mean the applicable Controlling Class Certificateholder under the circumstances.
The Trustee, the Master Servicer, the Special Servicer or the Operating Advisor may from time to time request (the cost of which
being an expense of the Trust) that the Certificate Administrator provide a list of the Holders (or Certificate Owners, if applicable)
of the applicable Controlling Class and the Certificate Administrator shall promptly provide such list without charge to such Trustee,
Master Servicer, Operating Advisor or Special Servicer, as applicable. The Trustee, Master Servicer, the Special Servicer and the
Operating Advisor shall be entitled to rely on any such list so provided.


 


“Controlling
Class Certificates”: With respect to the Controlling Class as of any date of determination, the Corresponding Certificates.


 


“Corporate Trust
Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular
time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution
of this Agreement is located (i) with respect to Certificate transfers and surrenders, at 600 South 4th Street, 7th Floor, MAC:
N9300-070, Minneapolis, Minnesota 55479, Attention: Certificate Transfer Services - CSAIL 2017-CX10; and (ii) with respect to the
Trustee at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust Services (CMBS), CSAIL 2017-CX10;
and (iii) for all other purposes, to the Certificate Administrator at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention:
Corporate Trust Services (CMBS) CSAIL 2017-CX10.


 


“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).


 


“Corresponding
Certificates”: As defined in the Preliminary Statement with respect to any Corresponding Regular Interest.


 


“Corresponding
Lower-Tier Regular Interests”: As defined in the Preliminary Statement with respect to any Corresponding Regular Interests.


 






     -53-


     


    




 


“Corresponding
Regular Interests”: As defined in the Preliminary Statement with respect to any Corresponding Lower-Tier Regular Interests
or Corresponding Certificates.


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Comparative Financial Status Report”: The monthly report in “Comparative Financial Status Report” format
substantially in the form of and containing the information called for therein for the Mortgage Loans and Trust Subordinate Companion
Loans,


 



     -54-


     


    

 


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 and Trust Subordinate Companion 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 and Trust Subordinate Companion Loans, or such
other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial
mortgage securities transactions generally.


 


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


 


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


 


“CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report”: The monthly report in the “Historical
Loan Modification/Forbearance and Corrected Mortgage Loan Report” format substantially in the form of and containing the
information called for therein for the Mortgage Loans and Trust Subordinate Companion 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, REO Loan (including any portion of an
REO Loan related to a Trust Subordinate Companion Loan, but excluding the portion of an REO Loan related to any other Serviced
Companion Loan) and Trust Subordinate Companion Loan and for any Distribution Date, the amount accrued during the related Interest
Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on the Stated Principal Balance of such
Mortgage Loan, REO Loan or Trust Subordinate Companion 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, REO Loan or Trust Subordinate Companion
Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the CREFC® Intellectual
Property Royalty License Fee shall be deemed payable by the Master Servicer from the Lower-Tier REMIC or Grantor Trust, as applicable.


 






     -55-


     


    




 


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


 


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


 


“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time as the
“CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor Reporting
Package contains eight (8) electronic files ((1) CREFC® Loan Setup File, (2) CREFC® Loan Periodic
Update File, (3) CREFC® Property File, (4) CREFC® Bond Level File, (5) CREFC® Collateral
Summary File, (6) CREFC® Financial File, (7) CREFC® Special Servicer Loan File and (8) CREFC®
Schedule AL File) and nine (9) surveillance reports ((1) CREFC® Servicer Watch List, (2) CREFC® Delinquent
Mortgage Loan Status Report, (3) CREFC® REO Status Report, (4) CREFC® Comparative Financial Status
Report, (5) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (6) CREFC®
Operating Statement Analysis Report, (7) CREFC® NOI Adjustment Worksheet, (8) CREFC® Loan Level Reserve/LOC
Report and (9) with respect to Mortgage Loans that have a Companion Loan, as applicable, the CREFC® Total Loan Report).
In addition, the CREFC® Investor Reporting Package shall include the CREFC® Advance Recovery Report.
In addition, the CREFC® Investor Reporting Package shall include the following nine (9) templates: (1) CREFC®
Appraisal Reduction Amount Template, (2) CREFC® Servicer Realized Loss Template, (3) CREFC® Reconciliation
of Funds Template, (4) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template, (5) CREFC®
Historical Liquidation Loss Template, (6) CREFC® Interest Shortfall Reconciliation Template, (7) CREFC®
Loan Modification Report, (8) CREFC® Loan Liquidation Report and (9) CREFC® REO Liquidation Report.
The CREFC® Investor Reporting Package shall be substantially in the form of, and containing the information called
for in, the downloadable forms of the “CREFC® IRP” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information or reports as may
from time to time be approved by the CREFC® for commercial mortgage backed securities transactions generally. For
the purposes of the production of the CREFC® Comparative Financial Status Report by the Master Servicer or the Special
Servicer of any such report that is required to state information for any period prior to the Cut-off Date, the Master Servicer
or the Special Servicer, as the case may be, may conclusively rely (without independent verification), absent manifest error, on
information provided to it by the Mortgage Loan Sellers or by the related Mortgagor or (x) in the case of such a report produced
by the Master Servicer, by the Special Servicer (if other than the Master Servicer or an Affiliate thereof) and (y) in the case
of such a report produced by the Special Servicer, by the Master Servicer (if other than the Special Servicer or an Affiliate thereof).


 


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


 






     -56-


     


    

  


“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 and Trust Subordinate
Companion 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, and the Trust Subordinate
Companion Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC®
for commercial mortgage securities transactions generally.


 


“CREFC®
Loan Setup File”: The data file in the “CREFC® Loan Setup File” format substantially in the
form of and containing the information called for therein for the Mortgage Loans and Trust Subordinate Companion 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 and Trust Subordinate Companion 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 and Trust Subordinate Companion 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 and Trust Subordinate Companion Loans, or such other
form for the presentation of such


 



     -57-


     


    

 


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 and Trust Subordinate Companion 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 therein with respect to the Mortgage Loans and Trust Subordinate Companion Loans, or such
other form of presentation as may be approved from time to time by the CREFC® for commercial mortgage securities
transactions generally, which in any case shall include all information required by Item 1111(h)(3) or Item 1125 of Regulation
AB or Item 601(b)(102) of Regulation S-K under the Securities Act.


 


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


 


“CREFC®
Servicer Watch List”: A monthly report, as of each Determination Date, including and identifying each Non-Specially Serviced
Loan satisfying the “CREFC® Portfolio Review Guidelines” approved from time to time by the CREFC®
in the “CREFC® Servicer Watch List” format substantially in the form of and containing the information
called for therein for the Mortgage Loans and Trust Subordinate Companion 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 and Trust Subordinate Companion
Loans, or such other form for


 



     -58-


     


    

 


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 Pooled Regular Interest (other than the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class X Regular Interests) 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 Pooled Realized Losses to such Pooled Regular Interests.


 


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


 


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


 


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


 



     -59-


     


    

 


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


 


“Cumulative
Appraisal Reduction Amount”: As of any date of determination, 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 Certificate Administrator
and the Master Servicer shall be entitled to 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 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 and Trust Subordinate Companion Loan, the related Due Date of such Mortgage Loan or Trust Subordinate
Companion Loan in November 2017, or with respect to any Mortgage Loan that has its first Due Date after November 2017, the date
that would have otherwise been the related Due Date in November 2017.


 






     -60-


     


    




 


“Cut-off Date
Balance”: With respect to any Mortgage Loan or Trust Subordinate Companion Loan, the outstanding principal balance of
such Mortgage Loan or Trust Subordinate 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.


 


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


 


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


 


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


 


“Defaulted Loan”:
A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan (i) that is delinquent at least sixty (60) days
in respect of its Periodic Payments or delinquent in respect of its Balloon Payment, if any, in either case such delinquency to
be determined without giving effect to any Grace Period permitted by the related Mortgage or Mortgage Note and without regard to
any acceleration of payments under the related Mortgage and Mortgage Note or (ii) as to which the Master Servicer or Special Servicer
has, by written notice to the related Mortgagor, accelerated the maturity of the indebtedness evidenced by the related Mortgage
Note. For the avoidance of doubt, a defaulted Companion Loan (other than any Trust Subordinate 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


 



     -61-


     


    

 


Certificate Administrator, the Trustee and each Servicing Function Participant and Additional Servicer
retained by it (other than an Initial Sub-Servicer), any item (x) regarding such party, (y) prepared by such party or any registered
public accounting firm, attorney or other agent retained by such party to prepare such information and (z) delivered by or on behalf
of such party pursuant to the delivery requirements under Article XI of this Agreement that does not conform to the applicable
reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated
thereunder.


 


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


 


“Definitive
Certificate”: Any Certificate in definitive, fully registered form without interest coupons. Initially, the Class R Certificates,
Class Z Certificates, HRR Certificates, VRR Interest, Y&L Towers VRR Interest, Standard Highline VRR Interest and any Certificate
issued pursuant to Section 5.02(c) and Section 5.02(d) shall (other than in the case of the initial issuance of the
Certificates evidencing the VRR Interest, Y&L Towers VRR Interest and Standard Highline VRR Interest) be Definitive Certificates.
For the avoidance of doubt, any HRR Certificate, VRR Interest, Y&L Towers VRR Interest or Standard Highline VRR Interest shall
at all times during the Transfer Restriction Period be evidenced by Definitive Certificates (or with respect to the VRR Interest,
the Y&L Towers VRR Interest and the Standard Highline VRR Interest, other than upon initial issuance, as provided for in Section
5.03(i)).


 


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


 


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


 


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


 


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


 






     -62-


     


    




 


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


 


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


 


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


 


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


 


(3)         a
copy of the Mortgage;


 


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


 


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


 


(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;


 






     -63-


     


    




 


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


 


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


 


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


 


“Determination
Date”: With respect to any Distribution Date, the eleventh (11th) day of each calendar month (or, if the eleventh
(11th) calendar day of that month is not a Business Day, then the next Business Day, commencing in December 2017.


 


“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;


 






     -64-


     


    




 


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


 


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


 


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


 


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


 


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


 


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


 






     -65-


     


    




 


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


 


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


 


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


 


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


 


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


 


(k)           a
copy of all zoning reports;


 


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


 


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


 


(n)           a
copy of all UCC searches;


 


(o)           a
copy of all litigation searches;


 


(p)           a
copy of all bankruptcy searches;


 


(q)           a
copy of the origination settlement statement;


 


(r)            a
copy of any Insurance Consultant Report;


 


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


 


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


 


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


 


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


 


in each such case, as
and to the extent that the originator received such documents or information in connection with the origination of such Mortgage
Loan. In the event any of the items identified above were not included or obtained in connection with the origination of such Mortgage
Loan (other than any document that customarily would not be included in connection with the origination of the Mortgage Loan because
such document is inapplicable to the


 



     -66-


     


    

 





origination of a Mortgage Loan of that structure or type, taking into account whether or not
such Mortgage Loan has any additional debt), the Diligence File shall include a statement to that effect; provided that
no information that is proprietary to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal
communications shall constitute part of the Diligence File. It is not required to include any of the same items identified above
again if such items have already been included under another clause of the definition of “Diligence File”, and the
Diligence File shall include a statement to that effect. The Mortgage Loan Seller may, without any obligation to do so, include
such other documents or information as part of the Diligence File that such Mortgage Loan Seller believes should be included to
enable the Asset Representations Reviewer to perform the Asset Review on such Mortgage Loan; provided that such documents
or information are clearly labeled and identified.


 


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


 


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


 


“Directing Holder”:
Means:


 






     -67-


     


    




 


(a)       with
respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan, Servicing Shift Mortgage Loan, the Yorkshire & Lexington
Towers Mortgage Loan or The Standard Highline NYC Mortgage Loan) or Serviced Whole Loan (other than the Yorkshire & Lexington
Towers Whole Loan or The Standard Highline NYC Whole Loan), the Directing Certificateholder;


 


(b)       with
respect to the Yorkshire & Lexington Towers Whole Loan, (i) for so long as no Y&L Towers Trust Subordinate Companion Loan
Control Termination Event exists, the Y&L Towers Directing Holder and (ii) for so long as a Y&L Towers Trust Subordinate
Companion Loan Control Termination Event exists, the Directing Certificateholder;


 


(c)       with
respect to The Standard Highline NYC Whole Loan, (i) for so long as no Standard Highline Trust Subordinate Companion Loan Control
Termination Event exists, the Standard Highline Directing Holder and (ii) for so long as a Standard Highline Trust Subordinate
Companion Loan Control Termination Event exists, the Directing Certificateholder;


 


(e)       with
respect to any Serviced AB Whole Loan, (i) for so long as no related AB Control Appraisal Period exists, the AB Whole Loan Controlling
Holder and (ii) for so long as a related AB Control Appraisal Period exists, the Directing Certificateholder; and


 


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


 


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


 


“Directly Operate”:
With respect to any REO Property (except with respect to a Non-Serviced Mortgaged Property), the furnishing or rendering of services
to the tenants thereof, that are not customarily provided to tenants in connection with the rental of space “for occupancy
only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such REO Property,
the holding of such REO Property primarily for sale to customers, the use of such REO Property in a trade or business conducted
by the Trust or on behalf of a Companion Holder or the performance of any construction work on the REO Property, other than through
an Independent Contractor; provided, however, that an REO Property shall not be considered to be Directly Operated
solely because the Trustee (or the Special Servicer on behalf of the Trustee) establishes rental terms, chooses tenants, enters
into or renews leases, deals with taxes and insurance or makes decisions as to repairs or capital expenditures with respect to
such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


“Disclosable
Special Servicer Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related
Serviced Companion Loan (including any related REO Property (other than any interest in REO Property acquired with respect to any


 



     -68-


     


    

 


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


 


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


 


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


 


“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, (v) an “electing large partnership,” as
defined in Section 775 of the Code and (vi) any other Person so designated by the Trustee or the Certificate Administrator based
upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate
Administrator) that the holding of an Ownership Interest in a Class R Certificate by such Person may cause any Trust REMIC to fail
to qualify as a REMIC at any time that the Certificates are outstanding or any Person having


 



     -69-


     


    

 


an Ownership Interest in any Class
of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise
be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms “United States,”
“State” and “international organization” shall have the meanings set forth in Section 7701 of the Code
or successor provisions.


 


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


 


“Distribution
Date”: The fourth (4th) Business Day following each Determination Date, beginning in December 2017. The initial Distribution
Date shall be December 15, 2017.


 


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


 


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


 


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


 


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


 


“EDGAR”:
As defined in Section 11.03.


 


“EDGAR-Compatible
Format”: With respect to (a) the Initial Schedule AL File, the Initial Schedule AL Additional File, the CREFC®
Schedule AL File and the Schedule AL Additional File, XML format or such other format as mutually agreed to between the Depositor,
the Certificate Administrator and the Master Servicer and (b) any report, file or document other than those listed in clause
(a) above, any format compatible with EDGAR, including HTML, Word or clean, searchable PDFs.


 






     -70-


     


    




 


“Eligible Account”:
Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee or the Certificate Administrator), (A) the long-term unsecured debt obligations of which
are rated at least “BBB+” by S&P, if the deposits are to be held in such account for thirty (30) days or more,
and the short-term debt obligations of which are rated at least “A-1” by S&P (or “A-2” by S&P so
long as the long-term unsecured debt obligations of such depository institution or trust company are rated no less than “BBB”
by S&P), if the deposits are to be held in such account for less than thirty (30) days and (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 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; (ii) an account or accounts maintained with Wells Fargo Bank, National Association so long as Wells
Fargo Bank, National Association’s long-term unsecured debt or deposit rating shall be at least “BBB” from S&P,
“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) or Wells Fargo Bank, National Association’s short term deposit or short term
unsecured debt rating shall be at least “A-1” from S&P (or “A-2” by S&P so long as the long-term
unsecured debt obligations of such depository institution or trust company are rated no less than “BBB” by S&P),
“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) or such other rating confirmed in a Rating Agency Confirmation); (iii) an account
or accounts maintained with KeyBank National Association so long as KeyBank National Association’s (a) long-term unsecured
debt rating or deposit account rating shall be at least “BBB+” by S&P and “A-” by Fitch if the deposits
are to be held in the account for more than 30 days or (b) short-term deposit account or short-term unsecured debt rating shall
be at least “A-2” by S&P and “F-1” by Fitch if the deposits are to be held in the account for 30 days
or less; (iv) such other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth
in the applicable clause, would be listed in clauses (i) – (ii) above, with respect to which a Rating Agency
Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not
satisfied with respect to such account, which account may be an account maintained by or with the Certificate Administrator, the
Trustee, the Master Servicer or the Special Servicer; (v) any other account or accounts not listed in clauses (i) –(iii)
above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency and a confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any 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), which account may be an account maintained by or with the Certificate Administrator, the Trustee, the
Master Servicer or the Special Servicer; or (vi) a segregated trust account or accounts maintained with the corporate trust department
of a federal or state chartered depository institution or trust company 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.


 






     -71-


     


    




 


“Eligible Asset
Representations Reviewer”: An institution that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of Moody’s, Fitch, KBRA, DBRS, S&P and Morningstar and that has not been a special
servicer, operating advisor or asset representations reviewer on a transaction for which Moody’s, Fitch, KBRA, DBRS, S&P
and Morningstar has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction
citing servicing or other relevant concerns with the special servicer, operating advisor or asset representations reviewer, as
applicable, as the sole or material factor in such rating action, (b) can and will make the representations and warranties set
forth in Section 6.01(d), (c) is not (and is neither affiliated nor Risk Retention Affiliated with) a Sponsor, a Mortgage
Loan Seller, any originator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee,
the Directing Holder, the Directing Certificateholder, the Third Party Purchaser, the Risk Retention Consultation 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 the Risk Retention Consultation Party or
any of their respective Affiliates, or have been paid any fees, compensation or other remuneration by any of them in connection
with any such services, and (e) that does not directly or indirectly, through one or more Affiliates or otherwise, own any interest
in any Certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any
financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Asset
Representations Reviewer (or as Operating Advisor, if applicable).


 


“Eligible Operating
Advisor”: An institution (a) that is a special servicer or operating advisor on a CMBS transaction rated by the Rating
Agencies (including, in the case of the Operating Advisor, this transaction) but has not been special servicer or operating advisor
on a transaction for which any Rating Agency has qualified, downgraded or withdrawn its rating or ratings of, one or more classes
of certificates for such transaction citing servicing concerns with the Operating Advisor in its capacity as special servicer or
operating advisor on such CMBS transaction as the sole or a material factor in such rating action; (b) that can and will make the
representations and warranties of the Operating Advisor set forth in Section 6.01(c) of this Agreement, including to the
effect that it possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement over
the life of the Issuing Entity; (c) that 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 Third Party Purchaser, a Mortgage
Loan Seller, any Borrower Party, the Directing Holder, the Directing Certificateholder, the Risk Retention Consultation Party 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


 



     -72-


     


    

 


management and experience in the workout and management of distressed commercial real estate assets and (f) that
does not directly or indirectly, through one or more Affiliates or otherwise, own or have derivative exposure in any interest in
any Certificates, the Mortgage Loans or otherwise have any financial interest in the securitization transaction to which this Agreement
relates, other than in fees from its role as Operating Advisor and Asset Representations Reviewer (to the extent it also acts as
the Asset Representations Reviewer).


 


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


 


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


 


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


 


“Environmental
Indemnity Agreement”: With respect to any Mortgage Loan or Trust Subordinate Companion Loan, any agreement between the
Mortgagor (or a guarantor thereof) and the originator of such Mortgage Loan or Trust Subordinate Companion 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, Class Z, Class V1-Z or Class V2-Z Certificate) that does not meet
the requirements of Prohibited Transaction Exemption 89-90 (as such exemption may be amended from time to time) as of the date
of the acquisition of such Certificate by a Plan. As of the Closing Date, each of the Class E, Class X-E, Class F, Class NR, Class
V1-E, Class V1-F, Class V2-A, Class UES-D, Class V1-UESD and Class V2-UES Certificates is an ERISA Restricted Certificate.


 


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


 


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


 


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


 






     -73-


     


    




 


“Excess Interest
Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts (or as
a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall be entitled
“Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wells Fargo Bank, National Association,
as Trustee, and the registered Holders of CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2017-CX10, Class V1-Z, Class V2-Z and Class Z Certificates, Excess Interest Distribution Account”, and which must
be an Eligible Account (or a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely
for the benefit of the Holders of the Class V1-Z, Class V2-Z and Class Z Certificates. The Excess Interest Distribution Account
shall not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


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


 


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


 



     -74-


     


    

 


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, (ii) with respect
to the Y&L Towers Trust Subordinate Companion Loan, the aggregate of any Prepayment Interest Shortfalls resulting from any
principal prepayments made on the Y&L Towers Trust Subordinate Companion Loan to be included in the Y&L Towers Trust Subordinate
Companion Loan 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 Y&L Towers Trust Subordinate Companion Loan) for such Distribution Date and
(iii) with respect to the Standard Highline Trust Subordinate Companion Loan, the aggregate of any Prepayment Interest Shortfalls
resulting from any principal prepayments made on the Standard Highline Trust Subordinate Companion Loan to be included in the Standard
Highline Trust Subordinate Companion Loan 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 Standard Highline Trust Subordinate Companion Loan) for
such Distribution Date.


 


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


 


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


 


“Exchangeable
Group”: As defined in Section 5.09(c).


 


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Loan and/or Excluded Loan, the Directing Certificateholder
(or the Y&L Towers Directing Certificateholder or the Standard Highline 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 the Y&L Towers Directing Certificateholder
or the Standard Highline Directing Certificateholder, as applicable) or any Controlling Class Certificateholder becoming an “Excluded
Controlling Class Holder”, such Directing Certificateholder (or the Y&L Towers Directing Certificateholder or the Standard
Highline Directing Certificateholder, as applicable) or Controlling Class Certificateholder, as applicable, shall provide notice
in the form of Exhibit P-1E hereto to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and
the Certificate Administrator, which notice shall be physically delivered in accordance with Section 13.05 of this Agreement
and shall specifically identify the Excluded Controlling Class Holder and identifying the related Mortgage Loan, specifying whether
it is (A) an Excluded Controlling Class or (B) both an Excluded Loan and the subject Excluded Controlling Class Loan. Additionally,
any Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice substantially in the form of Exhibit
P-1F hereto, which notice shall provide each of the CTSLink User ID associated with such Excluded Controlling Class Holder,
and which notice shall direct the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to
the Certificate Administrator’s Website as and to


 



     -75-


     


    

 


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 (or, with respect to the Yorkshire & Lexington Towers Whole Loan, prior to a Y&L
Towers Trust Subordinate Companion Loan Control Termination Event, the Y&L Towers Directing Holder or the Y&L Towers Controlling
Class Certificateholder and, with respect to The Standard Highline NYC Whole Loan, prior to a Standard Highline Trust Subordinate
Companion Loan Control Termination Event, the Standard Highline Directing Holder or the Standard Highline Controlling Class Certificateholder)
is a Borrower Party. For the avoidance of doubt, if a Mortgage Loan or Whole Loan is not an Excluded Controlling Class Loan, such
Mortgage Loan or Whole Loan is also not an Excluded Loan as to either the Directing Certificateholder or the Holder of the majority
of the Controlling Class. As of the Closing Date, there are no Excluded Controlling Class Loans related to the Trust.


 


“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 file or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other
than the CREFC® Special Servicer Loan File relating to any Excluded Controlling Class Loan) and any Schedule AL
Additional File shall not be considered “Excluded Information”. Each of the Master Servicer, the Special Servicer or
the Operating Advisor shall deliver any Excluded Information to the Certificate Administrator in accordance with Section 3.30.
For the avoidance of doubt, the Certificate Administrator’s obligation to segregate any information delivered to it under
the “Excluded Information” tab on the Certificate Administrator’s Website shall be triggered solely by such information
being delivered in the manner provided in Section 3.30.


 


“Excluded Loan”:
Any Mortgage Loan or Whole Loan if, as of any date of determination, (a) the Directing Certificateholder or the Holder of the majority
of the Controlling Class (by Certificate Balance) (or, with respect to the Yorkshire & Lexington Towers Whole Loan, prior to
the continuation of a Y&L Towers Trust Subordinate Companion Loan Control Termination Event, the Y&L Towers Directing Certificateholder
or Y&L Towers Controlling Class Certificateholder or, with respect to The Standard Highline NYC Whole Loan, prior to (i) the
continuation of a Standard Highline Trust Subordinate Companion Loan Control Termination Event, the Standard Highline Directing
Certificateholder or the Standard Highline Controlling


 



     -76-


     


    

 


Class Certificateholder, (ii) a Standard Highline Non-Trust Senior Subordinate
Companion Loan Control Appraisal Period, the Standard Highline Non-Trust Senior Subordinate Companion Loan and (iii) a Standard
Highline Non-Trust Junior Subordinate Companion Loan Control Appraisal Period, the Standard Highline Non-Trust Junior Subordinate
Companion Loan Controlling Class Certificateholder) is a Borrower Party, or (b) with respect to the Risk Retention Consultation
Party, (i) any Mortgage Loan or Whole Loan (other than the Yorkshire & Lexington Towers Whole Loan or The Standard Highline
NYC Whole Loan) with respect to which, as of any date of determination, the Risk Retention Consultation Party or the Holder of
the majority of the VRR Interest is a Borrower Party, (ii) the Yorkshire & Lexington Towers Whole Loan, with respect to which,
as of any date of determination, the Risk Retention Consultation Party or the Holder of the majority of the Y&L Towers VRR
Interest is a Borrower Party or (iii) The Standard Highline NYC Whole Loan, with respect to which, as of any date of determination,
the Risk Retention Consultation Party or the Holder of the majority of the Standard Highline VRR Interest 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 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.


 






     -77-


     


    




 


“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 or the Risk Retention Consultation
Party with respect to such Specially Serviced Loan required to be delivered by the Special Servicer by the Initial Delivery Date
or any Subsequent Asset Status Report, in each case, in the form fully approved or deemed approved, if applicable, by the Directing
Holder pursuant to the Directing Holder Approval Process or following completion of the ASR Consultation Process, as applicable.
For the avoidance of doubt, the Special Servicer may issue more than one Final Asset Status Report with respect to any Specially
Serviced Loan in accordance with the procedures described in Section 3.19. Each Final Asset Status Report shall be labeled
or otherwise identified or communicated as being final by the Special Servicer.


 


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


 


“Final Recovery
Determination”: A reasonable determination by the Special Servicer, in consultation with the applicable Directing Holder
(if related to a Mortgage Loan (or a Trust Subordinate Companion Loan) that is not an Excluded Loan as to such party and made prior
to the occurrence and continuance of a Consultation Termination Event), with respect to any Defaulted Loan (and, if applicable,
any defaulted Companion Loan, including any defaulted Trust Subordinate Companion Loan) or Corrected Loan or REO Property (other
than a Mortgage Loan, REO Property, or Trust Subordinate Companion Loan, 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 prior to the occurrence and continuance
of any Control Termination Event, the applicable Directing Holder shall have ten (10) Business Days to review and approve each
such recovery determination by the Special Servicer; provided, however, that if the Directing Holder fails to 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


 



     -78-


     


    

 


ratings of Fitch herein referenced shall be deemed to refer to the
equivalent ratings of the party so designated.


 


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


 


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


 


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


 


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


 


“Gain-on-Sale
Proceeds”: With respect to any Mortgage Loan, (other than any Non-Serviced Mortgage Loan) or Trust Subordinate Companion
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 or Trust Subordinate Companion Loan pursuant to the related Intercreditor Agreement) over
(ii) the Purchase Price for such Mortgage Loan or Trust Subordinate Companion 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, 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 2017-CX10 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX10, Gain-on-Sale Reserve Account”. Any such account shall
be an Eligible Account or a subaccount of an Eligible Account.


 


“Garden Multifamily
Portfolio Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of June 29, 2017, by and between the holders
of the respective promissory notes evidencing the Garden Multifamily Portfolio Whole Loan, setting forth the relative rights of
such holders, as the same may be amended in accordance with the terms thereof.


 






     -79-


     


    




 


“GNL Portfolio
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of October 27, 2017, by and between the holders
of the respective promissory notes evidencing the GNL Portfolio Whole Loan, setting forth the relative 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 or Trust Subordinate Companion
Loan and/or before the imposition of late payment charges and/or Default Interest.


 


“Grantor Trust”:
A segregated asset pool within the Trust Fund, which at all times shall be treated as a “grantor trust” under the Grantor
Trust Provisions, consisting of (i) the Specific Grantor Trust Assets, beneficial ownership of which Specific Grantor Trust Assets
(in the case of any Class thereof) is represented by the Class of Certificates with the corresponding alphabetic or alphanumeric
designation and (ii) the ARD Grantor Trust Assets, beneficial ownership of which is represented by the Class Z, Class V1-Z and
Class V2-Z Certificates in accordance with the Class Z Percentage Interest, the Class V1-Z Percentage Interest and the Class V2-Z
Percentage Interest, respectively, in the ARD Grantor Trust Assets, in each case as further described in this Agreement.


 


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


 


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


 


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


 


“HRR Certificates”:
As defined in the Preliminary Statement. For the avoidance of doubt, the portion of the Class F and Class NR Certificates being
purchased by the Third Party Purchaser.


 


“Impermissible
Asset Representations Reviewer Affiliate”: As defined in Section 3.33.


 


“Impermissible
Risk Retention Affiliate”: As defined in Section 3.33.


 


“Impermissible
Operating Advisor Affiliate”: As defined in Section 3.33.


 


“Impermissible
TPP Affiliate”: As defined in Section 3.33.


 






     -80-


     


    




 


“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 Risk Retention Consultation Party, the Companion Holders (insofar as the relevant matter involves a Whole
Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer
and all Affiliates thereof, (ii) does not have any material direct financial interest in or any material indirect financial interest
in any of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder,
the Directing Holder, the Risk Retention Consultation Party, 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 Risk Retention Consultation Party, 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 Risk Retention Consultation Party, 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 Risk Retention Consultation Party, the Companion
Holders or any Affiliate thereof, as the case may be, so long as such ownership constitutes less than 1% of the total assets of
such Person. For the avoidance of doubt, the exception in the proviso above for ownership of 1% or less of any Class of Certificates
shall not apply with respect to the Operating Advisor or the Asset Representations Reviewer.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust within
the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership test set
forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of
Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall be at no
expense to the Trustee, the Certificate Administrator, the Master Servicer, any Companion Holder, the Y&L Towers Directing
Holder, the Standard Highline Directing Holder or the Trust, delivered to the Trustee, any Companion Holder, the Y&L Towers
Directing Holder, the Standard Highline Directing 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


 



     -81-


     


    

 


the Master Servicer and the Special Servicer) upon receipt by the Trustee, the Certificate Administrator,
the Operating Advisor and the Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate
Administrator, the Master Servicer, the Operating Advisor or the Trust, to the effect that the taking of any action in respect
of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken
by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within
the meaning of Section 860G(a)(8) of the Code or cause any income realized in respect of such REO Property to fail to qualify as
Rents from Real Property.


 


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


 


“Initial Purchasers”:
Credit Suisse Securities (USA) LLC and Natixis Securities Americas 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 or Trust Subordinate Companion Loan. For the avoidance of doubt, there may
not be more than one Initial Requesting Certificateholder with respect to any Mortgage Loan or Trust Subordinate Companion 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 and filed as Exhibit 102 and, if applicable, Exhibit
103 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,


 



     -82-


     


    

 


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 (i) 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, (ii) the Y&L Towers Trust Subordinate Companion Loan, to the extent any portion of
such proceeds are received by the Master Servicer or Certificate Administrator in connection with such Whole Loan and are allocable
to the Yorkshire & Lexington Towers Mortgage Loan and the Y&L Towers Trust Subordinate Companion Loan, pursuant to the
related Co-Lender Agreement and (iii) the Standard Highline Trust Subordinate Companion Loan, to the extent any portion of such
proceeds are received by the Master Servicer or Certificate Administrator in connection with such Whole Loan and are allocable
to The Standard Highline NYC Mortgage Loan and the Standard Highline Trust Subordinate Companion Loan, pursuant to the related
Co-Lender Agreement) and the REMIC Provisions.


 


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


 


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


 


“Intercreditor
Agreement”: Each of the Yorkshire & Lexington Towers Intercreditor Agreement, the Park Center Phase I Intercreditor
Agreement, the GNL Portfolio Intercreditor Agreement, the Standard Highline NYC Intercreditor Agreement, the Lehigh Valley Mall
Intercreditor Agreement, the Centre 425 Bellevue Intercreditor Agreement, the One California Plaza Intercreditor Agreement, the
600 Vine Intercreditor Agreement, the 300 Montgomery Intercreditor Agreement, the Melbourne Hotel Portfolio Intercreditor Agreement,
the Garden Multifamily Portfolio Intercreditor Agreement, the 333 North Bedford Intercreditor Agreement, the Miracle Mile Intercreditor
Agreement, the Totowa Commerce Center Intercreditor Agreement and The Boulders Resort & Spa Intercreditor Agreement.


 


“Interest Accrual
Amount”: With respect to any Distribution Date and any Regular Interest, an 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 due in respect of the Regular
Interests shall be made on the basis of a 360-day year consisting of twelve 30-day months.


 


“Interest Accrual
Period”: With respect to each Regular Interest, for each Distribution Date, the calendar month immediately preceding
the month in which such Distribution Date occurs.


 






     -83-


     


    




 


“Interest Distribution
Amount”: With respect to any Distribution Date and with respect to each Regular Interest, an amount equal to (A) the
sum of (i) the Interest Accrual Amount with respect to such Class for such Distribution Date and (ii) the Interest Shortfall, if
any, with respect to such Class for such Distribution Date, less (B) any Excess Prepayment Interest Shortfall allocated to such
Class 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 Interest 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 of Regular Interest for such Distribution Date and the denominator
of which is the aggregate Interest Accrual Amounts for all Classes of Regular Interests for such Distribution Date.


 


“Interest Reserve
Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate
Administrator pursuant to Section 3.04 of this Agreement, which shall be entitled “Wells Fargo Bank, National Association,
as Certificate Administrator, for the benefit of Wells Fargo Bank, National Association, as Trustee, for the benefit of the Holders
of Commercial Mortgage Pass-Through Certificates, Series 2017-CX10, 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 Certificates or Regular Interests, is 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 (other than with respect to the Class UES-X Certificates and the Class STN-X Certificates),
one-month’s interest on that amount remaining unpaid at the WAC Rate (or, (i) in the case of the Class UES-X Certificates,
the Net Mortgage Rate for the Y&L Towers Trust Subordinate Companion Loan and (ii) in the case of the Class STN-X Certificates,
the Net Mortgage Rate for the Standard Highline Subordinate Companion Loan) for such Distribution Date.


 


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


 


“Interested
Person”: As of the date of any determination, the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Directing Holder, the Risk Retention
Consultation Party, 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


 



     -84-


     


    

 


of a Companion
Loan, and each related Companion Holder or its representative, any holder of a related mezzanine loan, or any known Affiliate of
any such party described above.


 


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


 


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


 


“Investor Certification”:
A certificate (which may be in electronic form), substantially in the form 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,
the Directing Holder or the Risk Retention Consultation Party (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 the Risk Retention Consultation Party or
is a Person who 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, Controlling Class Certificateholder, Y&L Towers Controlling Class Certificateholder
or Standard Highline 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, Controlling Class Certificateholder, Y&L Towers Controlling
Class Certificateholder or Standard Highline Controlling Class Certificateholder, as applicable, such Person shall only receive
access to the Distribution Date Statements prepared by the Certificate Administrator, (iii) (other than with respect to a Companion
Holder) that, except in the case of a prospective purchaser of a Certificate, such Person has received a copy of the final Prospectus
and (iv) such Person agrees to keep any Privileged Information confidential and will not violate any securities laws; provided,
however, that any Excluded Controlling Class Holder (i) shall be permitted to reasonably request and obtain in accordance
with Section 4.02(f) of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available
to such Excluded Controlling Class Holder via the Certificate Administrator’s Website) and (ii) shall be considered a Privileged
Person for all other purposes, except with respect to its ability to obtain information with respect to any related Excluded Controlling
Class Loan.


 


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


 


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


 


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


 



     -85-


     


    

 


Certificate Administrator, each Master Servicer,
the Directing Certificateholder and the Special Servicer and specific ratings of KBRA herein referenced shall be deemed to refer
to the equivalent ratings of the party so designated.


 


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


 


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


 


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


 


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


 



     -86-


     


    

 


Loan or Trust Subordinate
Companion Loan is sold by the Special Servicer pursuant to the terms of this Agreement.


 


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


 


“Liquidation
Fee”: A fee payable to the Special Servicer with respect to (i) each Specially Serviced Loan or REO Property (except
with respect to a Non-Serviced Mortgaged Property) as to which the Special Servicer receives (a) a full, partial or discounted
payoff from the related Mortgagor or (b) any Liquidation Proceeds or Insurance and Condemnation Proceeds (including with respect
to the related Companion Loan, if applicable) or REO Property (in any case, other than amounts for which a Workout Fee has been
paid, or will be payable) or (ii) any Loss of Value Payment or Purchase Price paid by a Mortgage Loan Seller with respect to any
Mortgage Loan, equal to the product of the Liquidation Fee Rate and the proceeds of such full, partial or discounted payoff or
other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of the related costs and expenses
associated with the related liquidation) related to such liquidated Specially Serviced Loan or REO Property, as the case may be;
provided, however, that no Liquidation Fee shall be payable with respect to (a) the purchase of any Specially Serviced
Loan by the Special Servicer or any Affiliate thereof (except if such Affiliate purchaser is the Directing Holder or any Affiliate
thereof; provided, however, that if no Control Termination Event exists, and if the Directing Holder or an Affiliate
thereof purchases any Specially Serviced Loan within ninety (90) days after the Special Servicer delivers to such Directing Holder
for its approval the initial Asset Status Report with respect to such Specially Serviced Loan, then the Special Servicer will not
be entitled to a Liquidation Fee in connection with such purchase by the Directing Holder or its Affiliates), (b) any event described
in clause (iv) of the definition of “Liquidation Proceeds” (or any substitution in lieu of a repurchase) so
long as such repurchase, substitution or Loss of Value Payment occurs prior to the termination of the Extended Cure Period, (c)
any event described in clauses (v), (vi) and (vii) of the definition of “Liquidation Proceeds”,
as long as, with respect to a purchase pursuant to clause (vi) of the definition of “Liquidation Proceeds”,
a purchase occurs within ninety (90) days of such holder’s purchase option first becoming exercisable during that period
prior to such Mortgage Loan becoming a Corrected Loan pursuant to the related Intercreditor Agreement, (d) with respect to a Serviced
Companion Loan, (x) a repurchase of such Serviced Companion Loan by the applicable Mortgage Loan Seller for a breach of a representation
or warranty or for a defective or deficient mortgage loan documentation under an Other Pooling and Servicing Agreement within the
time period (or extension of such time period) provided for such repurchase in such Other Pooling and Servicing Agreement if such
repurchase occurs prior to the termination of such extended period provided in such Other Pooling and Servicing Agreement or (y)
a purchase of such Serviced Companion Loan by any applicable party to the Other Pooling and Servicing Agreement pursuant to a clean-up
call or similar liquidation of the Other Securitization; or (e) the purchase of all of the Mortgage Loans and REO Properties and,
if applicable, the Trust Subordinate Companion Loans, 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


 



     -87-


     


    

 


of “Servicing Transfer Event”, Liquidation Proceeds are received within ninety
(90) days following the related Maturity Date as a result of such Mortgage Loan or Serviced Whole Loan being refinanced or otherwise
repaid in full (but, in the event that a Liquidation Fee is not payable due to the application of any of clauses (a) through
(e) above, the Special Servicer may still collect and retain a Liquidation Fee and similar fees from the related Mortgagor
to the extent provided for in, or not prohibited by, the related loan documents); provided that the Liquidation Fee with
respect to any Specially Serviced Loan will be reduced by the amount of any Excess Modification Fees paid by or on behalf of the
related Mortgagor with respect to the related Mortgage Loan and any related Companion Loan, or REO Property and received by the
Special Servicer as compensation within the prior 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 (other than with respect to the Yorkshire
& Lexington Towers Whole Loan) 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 (other than with respect to the Yorkshire
& Lexington Towers Whole Loan, 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 or Trust Subordinate Companion 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, Trust Subordinate Companion Loan or REO
Property by the Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the
Class R Certificates pursuant to Section 9.01; (vi) the purchase of (A) 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 (B) The Standard Highline NYC Whole Loan by the holder of a Standard Highline Non-Trust Subordinate
Companion Loan after it has become a Specially Serviced Loan; or (vii) the transfer of any Loss of Value Payments from the Loss
of Value Reserve Fund to the Collection Account in accordance with Section 3.05(g) of this Agreement (provided that,
for the purpose of determining the amount of the Liquidation Fee (if any) payable to the Special Servicer in


 



     -88-


     


    

 


connection with such
Loss of Value Payment, the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds”
from which the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable Mortgage
Loan Seller). With respect to any Whole Loan, as used in this Agreement, Liquidation Proceeds shall refer to such portion of Liquidation
Proceeds to the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of
the related Intercreditor Agreement.


 


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


 


“Loan Seller
Defeasance Rights and Obligations”: As defined in Section 3.18(i) of this Agreement.


 


“Loan-Specific
Certificate”: Any Y&L Towers Loan-Specific Certificate or the Standard Highline Loan-Specific Certificate, as applicable.


 


“Loan-Specific
Certificateholder”: Any Y&L Towers Loan-Specific Certificateholder or the Standard Highline Loan-Specific Certificateholder,
as applicable.


 


“Loan-Specific
Directing Certificateholder”: With respect to a Servicing Shift Mortgage Loan, the “Controlling Holder”,
the “Directing Certificateholder”, the “Directing Holder”, the “Directing Lender” or any analogous
concept as set forth under the related Intercreditor Agreement. Prior to the applicable Servicing Shift Securitization Date, the
Loan-Specific Directing Certificateholder with respect to the related Servicing Shift Mortgage Loan will be the holder of the related
Servicing Shift Lead Note as set forth in Exhibit S. On and after the applicable Servicing Shift Securitization Date, there
will be no Loan-Specific Directing Certificateholder under this Agreement with respect to the related Servicing Shift Whole Loan.
As of the Closing Date, the Loan-Specific Directing Certificateholder with respect to the Lehigh Valley Mall Whole Loan will initially
be JPMorgan Chase Bank, National Association, as the holder of the related Servicing Shift Lead Note.


 


“Loan-Specific
Directing Holder”: the Y&L Towers Directing Holder or the Standard Highline Directing Holder, as the context requires.


 


“Loan-Specific
Initial Purchasers”: Credit Suisse Securities (USA) LLC and Natixis Securities Americas LLC.


 


“Loan-Specific
Regular Interest”: Any Y&L Towers Loan-Specific Regular Interests or the Standard Highline Loan-Specific Regular
Interests, as applicable.


 


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


 


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


 






     -89-


     


    




 


“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, Y&L Towers Trust Subordinate Companion
Loan REMIC Regular Interests or the Standard Highline Trust Subordinate Companion Loan REMIC Regular Interests, (i) on or prior
to the first Distribution Date, an amount equal to the Original Lower-Tier Principal Amount of such Class as specified in the Preliminary
Statement hereto, and (ii) as of any date of determination after the first Distribution Date, an amount equal to the Certificate
Balance of the Class of Corresponding Regular Interests 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)), such that at all times
the Lower-Tier Principal Amount of a Lower-Tier Regular Interest shall equal the Certificate Balance of the Corresponding Regular
Interest.


 


“Lower-Tier
Regular Interests”: The Class LA-1 Interest, Class LA-2 Interest, Class LA-3 Interest, Class LA-SB Interest, Class LA-4
Interest, Class LA-5 Interest, Class LA-S Interest, Class LB Interest, Class LC Interest, Class LD Interest, Class LE Interest,
Class LF Interest and Class LNR Interest issued by the Lower-Tier REMIC and held by the Trustee as assets of the Upper-Tier REMIC.
Each Lower-Tier Regular Interest (i) is designated as a “regular interest” in the Lower-Tier REMIC, (ii) relates to
its Corresponding Regular Interest, (iii) is uncertificated, (iv) has an initial Lower-Tier Principal Balance as set forth in the
Preliminary Statement herein, (v) has a Pass-Through Rate equal to the WAC Rate, (vi) has a “latest possible maturity date,”
within the meaning of Treasury Regulations Section 1.860G-1(a), that is the Rated Final Distribution Date and (vii) is entitled
to the distributions in the amounts and at the times specified in Section 4.01(d)(vii) of this Agreement.


 


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


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank, National
Association, as Trustee, for the benefit of the registered holders of CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2017-CX10, Lower-Tier REMIC Distribution Account”. Any such account, accounts or sub-accounts
shall be an Eligible Account.


 






     -90-


     


    




 


“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.


 


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


 


“Master Servicer”:
With respect to each of the Mortgage Loans and the Trust Subordinate Companion Loans, KeyBank 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 or Trust Subordinate Companion 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 or Trust Subordinate Companion
Loan, the value of the related Mortgaged Property or the interests of the Trustee or any Certificateholder therein or causes such
Mortgage Loan or Trust Subordinate Companion Loan to be other than a Qualified Mortgage.


 


“Maturity Date”:
With respect to any Mortgage Loan, Whole Loan or Companion Loan, as of any date of determination, the date on which the last payment
of principal is due and payable under the related Mortgage Note, after taking into account all Principal Prepayments received prior
to such date of determination, but without giving effect to (i) any acceleration of the principal of such Mortgage Loan, Whole
Loan or Companion Loan by reason of default thereunder or (ii) any Grace Period permitted by the related Mortgage Note.


 


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


 


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


 


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


 


“Miracle Mile
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of September 7, 2017, by and between the holders
of the respective promissory notes evidencing the Miracle Mile Whole Loan, setting forth the relative rights of such holders, as
the same may be amended in accordance with the terms thereof.


 






     -91-


     


    




 


“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; provided that for the avoidance of doubt, references to the Mortgage File for the Y&L Towers Trust Subordinate
Companion Loan shall refer to the Mortgage File for the Yorkshire & Lexington Towers Mortgage Loan and the Mortgage Note evidencing
the Y&L Towers Trust Subordinate Companion Loan and references to the Mortgage File for the Standard Highline Trust Subordinate
Companion Loan shall refer to the Mortgage File for The Standard Highline NYC Mortgage Loan and the Mortgage Note evidencing the
Standard Highline Trust Subordinate Companion Loan:


 


(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 2017-CX10 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2017-CX10” 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


 



     -92-


     


    

 


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


 


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


 


(iii)       an
original Assignment of Mortgage in favor of “Wells Fargo Bank, National Association, as Trustee, on behalf of the registered
holders of CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX10” 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 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX10
and the holder(s) of the related Companion Loan(s), as their interests may appear” and (subject to the completion of certain
missing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related Mortgage Loan
Seller is responsible for the recordation of that assignment, a copy of such assignment submitted or to be submitted for recording);


 


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


 


(v)        an
original assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in favor of “Wells
Fargo Bank, National Association, as Trustee, on behalf of the registered holders of CSAIL 2017-CX10 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2017-CX10” 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 2017-CX10 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX10 and the holder(s) of the related Companion Loan(s), as their
interests may appear” and (subject to the completion of certain missing recording information and, if applicable, the assignee’s
name) in recordable form (or, if the related Mortgage Loan Seller is responsible for the recordation of that assignment, a copy
of such assignment submitted or to be submitted for recording);


 


(vi)       the
original assignment of all unrecorded documents relating to the Mortgage Loan in favor of “Wells Fargo Bank, National
Association, as Trustee, on behalf of the registered Holders of CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2017-CX10” 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 2017-CX10 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through


 



     -93-


     


    

 


 Certificates, Series 2017-CX10 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 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX10” and, in the
case of any Serviced Whole Loan, “Wells Fargo Bank, National Association, as Trustee, on behalf of the registered holders
of CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX10 and the holder of
the related Companion Loan(s), as their interests may appear” of any financing statement executed and filed in favor of the
applicable Mortgage Loan Seller in the relevant jurisdiction (or, if the related Mortgage Loan Seller is responsible for the filing
of that assignment, a copy thereof certified to be the copy of such assignment to be submitted or to be submitted for recording);


 


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


 


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


 


(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;


 






     -94-


     


    




 


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


 


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


 


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


 


provided, however, that (a)
whenever the term “Mortgage File” is used to refer to documents held by the Custodian, such term shall not be deemed
to include such documents and instruments required to be included therein unless they are actually received by the Custodian, (b)
if there exists with respect to any Crossed Mortgage Loan Group only one original or certified copy of any document referred to
in the definition of “Mortgage File” covering all of the Mortgage Loans in such Crossed Mortgage Loan Group, then the
inclusion of such original or certified copy in the Mortgage File for any of the Mortgage Loans constituting such Crossed Mortgage
Loan Group shall be deemed the inclusion of such original or certified copy in the Mortgage File for each such Mortgage Loan, (c)
to the extent that this Agreement refers to a “Mortgage File” for a Companion Loan, such “Mortgage File”
shall be construed to mean the Mortgage File for the related Mortgage Loan (except that references to the Mortgage Note for a Companion
Loan otherwise described above shall be construed to instead refer to a photocopy of such Mortgage Note), (d) with respect to any
Mortgage Loan that has a Serviced Companion Loan, the execution and/or recordation of any Assignment of Mortgage, any separate
assignment of Assignment of Leases and any assignment of any UCC Financing Statement in the name of the Trustee shall not be construed
to limit the beneficial interest of the related Companion Holder(s) in such instrument and the benefits intended to be provided
to them by such instrument, it being acknowledged that (i) the Trustee shall hold such record title for the benefit of the Trust
as the holder of the related Mortgage Loan and the related Companion Holder(s) collectively and (ii) any efforts undertaken by
the Trustee, the Master Servicer, or the Special Servicer on its behalf to enforce or obtain the benefits of such instrument shall
be construed to be so undertaken by Trustee, the Master Servicer or the Special Servicer for the benefit of the Trust as the holder
of the applicable Mortgage Loan and the related Companion Holder(s) collectively, (e) in connection with any Non-Serviced Mortgage
Loan, the preceding document delivery requirements will be met by the delivery by the applicable Mortgage Loan Seller of copies
of the 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


 



     -95-


     


    

 


requirements with respect to the related Mortgage File (or any portion
thereof) set forth herein or in the related Mortgage Loan Purchase Agreement will also be satisfied by the delivery, in compliance
with the terms of the related Non-Serviced PSA, by the applicable Mortgage Loan Seller of the documents specified above (other
than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan) to the custodian under the related Non-Serviced
PSA (in such form as was delivered to the custodian under the related Non-Serviced PSA) and (g) in connection with any Servicing
Shift Mortgage Loan, the foregoing documents shall be delivered to the Custodian by the applicable Mortgage Loan Seller on or prior
to the Closing Date and such documents (other than the documents described in clause (i) above) shall be transferred to
the custodian pursuant to Section 2.01(h).


 


“Mortgage Loan”:
Each of the mortgage loans (other than the Trust Subordinate Companion 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 and the related Trust Subordinate Companion Loans.


 


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


 


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


 


(ii)        the
Mortgagor’s name;


 


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


 


(iv)       the
Mortgage Rate in effect at origination;


 


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


 


(vi)       the
original principal balance;


 


(vii)      the
Cut-off Date Balance;


 






     -96-


     


    




 


(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 or Trust Subordinate Companion Loan is a 30/360 Mortgage Loan or an Actual/360 Mortgage Loan;


 


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


 


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


 


(xv)      the
originator of the related Mortgage Loan or Trust Subordinate Companion Loan and the Mortgage Loan Seller;


 


(xvi)     whether
the related Mortgage Loan or Trust Subordinate Companion Loan has a guarantor;


 


(xvii)    whether
the related Mortgage Loan or Trust Subordinate Companion 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 or Trust Subordinate Companion Loan permits defeasance;


 


(xxiii)    the
interest accrual period;


 


(xxiv)   Anticipated
Repayment Date, if applicable;


 


(xxv)    the
Revised Rate of such Mortgage Loan or Trust Subordinate Companion Loan, if any; and


 






     -97-


     


    




 


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


 


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


 


“Mortgage Loan
Seller”: Each of (i) Column Financial, Inc., a Delaware corporation, or its successor in interest, (ii) NREC, (iii) BSP
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, related Serviced Pari Passu Companion Loan (or, in either case, any successor REO Loan)
or Trust Subordinate Companion 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, related Serviced Pari Passu Companion Loan
or Trust Subordinate Companion Loan from time to time in accordance with the related Mortgage Note and applicable law without giving
effect to any default rate or Revised Rate; or (ii) any Mortgage Loan, related Serviced Pari Passu Companion Loan, (or, in either
case, any successor REO Loan) or Trust Subordinate Companion Loan after its Maturity Date, the annual rate described in clause
(i) above determined without regard to the passage of such Maturity Date and, if applicable, any REO Acquisition. For the avoidance
of doubt, the Mortgage Rate of any ARD Loan shall not be construed to include the related Excess Rate.


 


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


 


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


 


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


 


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


 



     -98-


     


    

 


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), Trust Subordinate Companion Loan
and any REO Loan (including any portion of an REO Loan related to a Trust Subordinate Companion Loan, but excluding the portion
of the REO Loan related to any other Companion Loan) as of any date of determination, a rate per annum equal to the related
Mortgage Rate then in effect (without regard to any increase in the interest rate of any ARD Loan after its respective Anticipated
Repayment Date), minus the related Administrative Cost Rate; provided, however, that for purposes of calculating
Pass-Through Rates, the Net Mortgage Rate for any Mortgage Loan or Trust Subordinate Companion Loan will be determined without
regard to any modification, waiver or amendment of the terms of the related Mortgage Loan or Trust Subordinate Companion 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 or Trust Subordinate Companion 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 or Trust Subordinate Companion 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 or Trust Subordinate Companion
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 or Trust Subordinate Companion Loan during such one-month period at the related Net Mortgage
Rate; provided, further, that, with respect to each Actual/360 Mortgage Loan or Trust Subordinate Companion Loan,
the Net Mortgage Rate for the one-month period (A) preceding the Due Dates that occur in January and February in any year which
is not a leap year or preceding the Due Date that occurs in February in any year which is a leap year (in any event, unless the
related Distribution Date is the final Distribution Date), will be determined exclusive of any Withheld Amounts in respect of such
Actual/360 Mortgage Loan, and (B) preceding the Due Date in March (or February, if the related Distribution Date is the final Distribution
Date), will be determined inclusive of the Withheld Amounts in respect of such Actual/360 Mortgage Loan for the immediately preceding
January and/or February, if applicable. With respect to any REO Loan, the Net Mortgage Rate shall be calculated as described above,
determined as if the predecessor Mortgage Loan or Trust Subordinate Companion 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.


 






     -99-


     


    




 


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


 


“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), Trust Subordinate Companion Loan or REO Loan (including any portion of an REO Loan related to
a Trust Subordinate Companion Loan, but excluding any portion of an REO Loan related to any other Companion Loan) which the Master
Servicer, in accordance with the Servicing Standard, or the Trustee, in its good faith business judgment, as applicable, determines
would not be ultimately recoverable, together with any accrued and unpaid interest thereon at the Reimbursement Rate, from Late
Collections or any other recovery on or in respect of such Mortgage Loan, Trust Subordinate Companion Loan or REO Loan; provided,
however, that the Special Servicer may, at its option (with respect to any Specially Serviced Loan and prior to the occurrence
of a Consultation Termination Event (other than with respect to any applicable Excluded Loan) in consultation with the Directing
Certificateholder) make a determination in accordance with the Servicing Standard, that any P&I Advance previously made or
proposed to be made is a Nonrecoverable P&I Advance and shall deliver to the Master Servicer (and with respect to a Serviced
Mortgage Loan, to any Other Servicer, and, with respect to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer
and Non-Serviced Special Servicer), the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information
Provider notice of such determination. Any such determination may be conclusively relied upon by, and shall be binding upon, the
Master Servicer and the Trustee, provided, however, that the Special Servicer shall not have such obligation to make
an affirmative determination that any P&I Advance is or would be recoverable and in the absence of a determination by the Special
Servicer that such P&I Advance is or would be a Nonrecoverable P&I Advance, such decision shall remain with the Master
Servicer or Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and not all, of any previously
made or proposed P&I Advance is a Nonrecoverable P&I Advance, the Master Servicer and the Trustee shall have the right
to make its own subsequent determination that any remaining portion of any such previously made or proposed P&I Advance is
a Nonrecoverable P&I Advance. With respect to any Non-Serviced Whole Loan, if any Non-Serviced Master Servicer or Non-Serviced
Special Servicer, as applicable, in connection with a securitization of the related Non-Serviced Companion Loan determines that
a principal and interest advance with respect to the related Non-Serviced Companion Loan, if made, would be a “nonrecoverable
P&I advance”, such determination shall not be binding on the Master Servicer and the Trustee as it relates to any proposed
P&I Advance with respect to the related Non-Serviced Mortgage Loan. Similarly, with respect to the related Non-Serviced Mortgage
Loan, if the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that any P&I Advance with respect
to a related Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding
on the related Non-Serviced Master Servicer and related Non-Serviced Trustee as it relates to any proposed P&I Advance with
respect to the related Non-Serviced Companion Loan (unless the related Non-Serviced PSA provides otherwise). In making such recoverability
determination, the Master Servicer, the Special Servicer or the Trustee, as applicable, will be entitled (a) to consider (among
other things) (i) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion Loan as it may have


 



     -100-


     


    

 


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 Y&L
Towers Trust Subordinate Companion Loan or the Standard Highline Trust Subordinate Companion Loan, 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 or Trust Subordinate
Companion Loan, as the case may be, are a source of reimbursement not only for the P&I Advance under consideration, but also
as a potential source of reimbursement of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or may
be being deferred or delayed. In addition, any such Person may update or change its recoverability determinations at any time (but
not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent with the Servicing
Standard, in the case of the Master Servicer or in its good faith business judgment in the case of the Trustee (solely in its capacity
as Trustee), may obtain at the expense of the Trust any reasonably required analysis, Appraisals or market value estimates or other
information for making a recoverability determination. Absent bad faith, the Master Servicer’s, 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 prior to the occurrence and continuance of a Consultation
Termination Event and only with respect to any Mortgage Loan or Trust Subordinate Companion Loan other than an Excluded Loan as
to such party) (and, in the case of a Serviced Mortgage Loan or Non-Serviced Mortgage Loan, any Other Servicer or Non-Serviced
Master Servicer, as applicable), the Operating Advisor (but only in the case of the Special Servicer), the Depositor, or by the
Trustee to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor (and, in the case of a Serviced Mortgage
Loan or Non-Serviced Mortgage Loan, any Other Servicer or Non-Serviced Master Servicer, as applicable) and the Certificate Administrator.
The Officer’s


 



     -101-


     


    

 


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 Mortgaged Property). The Trustee shall be entitled to conclusively rely on the Master Servicer’s
or Special Servicer’s determination that a P&I Advance is or would be nonrecoverable, and the Master Servicer shall be
entitled to conclusively rely on the Special Servicer’s determination that a P&I Advance is or would be nonrecoverable,
which determination shall be binding on the Master Servicer and the Trustee. In the case of a cross-collateralized Mortgage Loan
(if any), such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized
Mortgage Loan.


 


“Nonrecoverable
Servicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan (other
than a Non-Serviced Mortgage Loan), Whole Loan or REO Property which the Master Servicer, the Special Servicer, in each case in
accordance with the Servicing Standard, or the Trustee, in its good faith business judgment, as applicable, determines would not
be ultimately recoverable, together with any accrued and unpaid interest thereon, at the Reimbursement Rate, from Late Collections
or any other recovery on or in respect of such Mortgage Loan, Whole Loan or REO Property. In making such recoverability determination,
such Person will be entitled (a) to consider (among other things) (i) the obligations of the Mortgagor under the terms of the related
Mortgage Loan or Companion Loan, as applicable, as it may have been modified and (ii) the related Mortgaged Properties in their
“as-is” or then-current conditions and occupancies, as modified by such party’s assumptions (consistent with
the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business judgment in the
case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of future adverse change with respect
to such Mortgaged Properties, (b) to estimate and consider (among other things) future expenses, (c) to estimate and consider (consistent
with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business judgment in
the case of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries and (d) give due regard
to the existence of any Nonrecoverable Advances that, at the time of such consideration, the recovery of which are being deferred
or delayed by the Master Servicer or the Trustee because there is insufficient principal available for such reimbursement, in light
of the fact that Related Proceeds are a source of recovery not only for the Advance under consideration but also a potential source
of recovery for such delayed or deferred Advance. In addition, any Person, in considering whether a Servicing Advance is a Nonrecoverable
Servicing Advance, will be entitled to give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement
Amounts with respect to other Mortgage Loans, the reimbursement of which, at the time of such consideration, is being deferred
or delayed by the Master Servicer, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not
only for the Servicing Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance or
Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed; provided, however, that if the
Workout-Delayed Reimbursement Amount relates to a Servicing Advance for the Yorkshire & Lexington Towers Whole Loan or The
Standard Highline NYC Whole Loan, the Master Servicer will be entitled to recover such


 



     -102-


     


    

 


Workout-Delayed Reimbursement Amount from
general collections on deposit in the Collection Account for the mortgage pool including the related Yorkshire & Lexington
Towers Mortgage Loan or The Standard Highline NYC Mortgage Loan. In addition, any such Person may update or change its recoverability
determinations at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance)
and, consistent with the Servicing Standard, in the case of the Master Servicer or in its good faith business judgment in the case
of the Trustee (solely in its capacity as Trustee), may obtain at the expense of the Trust any reasonably required analysis, Appraisals
or market value estimates or other information for making a recoverability determination. The determination by the Master Servicer,
the Special Servicer or the Trustee, as the case may be, that it has made a Nonrecoverable Servicing Advance or that any proposed
Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, or any updated or changed recoverability determination,
shall be evidenced by an Officer’s Certificate delivered by either of the Special Servicer or 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 prior to the occurrence and continuance of a Consultation Termination Event and only with respect to any Mortgage Loan or
Trust Subordinate Companion Loan other than an Excluded Loan as to such party) (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 (with respect to any Specially Serviced Loan and prior to the occurrence of a Consultation Termination Event
(other than with respect to any applicable Excluded Loan) in consultation with the Directing Certificateholder), make a determination
in accordance with the Servicing Standard, that any Servicing Advance previously made or proposed to be made is a Nonrecoverable
Servicing Advance and shall deliver to the Master Servicer (and with respect to a Serviced Mortgage Loan, to any Other Servicer),
the Trustee, the Operating Advisor, the Certificate Administrator and the 17g-5 Information Provider notice of such determination.
Any such determination may be conclusively relied upon by, and shall be binding upon, the Master Servicer, the Special 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


 



     -103-


     


    

 


any party required to make Servicing
Advances hereunder with any information in its possession regarding the Specially Serviced Loans and REO Properties as such party
required to make Servicing Advances may reasonably request for purposes of making recoverability determinations. The Trustee shall
be entitled to conclusively rely on the Master Servicer’s or the Special Servicer’s, as the case may be, determination
that a Servicing Advance is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special
Servicer’s determination that a Servicing Advance is or would be nonrecoverable. Notwithstanding anything herein to the contrary,
if the Special Servicer requests that the Master Servicer make a Servicing Advance, the Master Servicer may conclusively rely on
such request as evidence that such advance is not a Nonrecoverable Servicing Advance; provided, however, that the
Special Servicer shall not be entitled to make such a request more frequently than once per calendar month with respect to Servicing
Advances other than emergency advances (although such request may relate to more than one Servicing Advance). In the case of a
cross-collateralized Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization
of the related cross-collateralized Mortgage Loan. The determination as to the recoverability of any servicing advance previously
made or proposed to be made in respect of a Non-Serviced Whole Loan shall be made by the related Non-Serviced Master Servicer,
Non-Serviced Special Servicer or Non-Serviced Trustee, as the case may be, pursuant to the Non-Serviced PSA.


 


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


 


“Non-Registered
Certificate”: Unless and until registered under the Securities Act, any Class X-E, Class D, Class E, Class F, Class NR,
Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class UES-A, Class UES-X,


 



     -104-


     


    

 


Class
UES-B, Class UES-C, Class UES-D, Class STN-A, Class STN-X, Class STN-B, Class STN-C, Class R or Class Z Certificate or VRR Interest.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Serviced
PSA”: With respect to:


 






     -105-


     


    




 


(i)         the
Park Center Phase I Whole Loan, the 300 Montgomery Whole Loan and the Boulders Resort & Spa Whole Loan, that certain pooling
and servicing agreement, dated as of September 1, 2017, among Credit Suisse Commercial Mortgage Securities Corp., as depositor,
KeyBank National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National
Association, as certificate administrator and 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 CSAIL 2017-CX9 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX9;


 


(ii)        the
One California Plaza Whole Loan, that certain trust and servicing agreement, dated and effective as of November 6, 2017, among
Credit Suisse Commercial Mortgage Securities Corp., as depositor, KeyBank National Association, as servicer, Cohen Financial, a
Division of SunTrust Bank, as special servicer, Park Bridge Lender Services LLC, as operating advisor, U.S. Bank National Association,
as certificate administrator and as trustee, as from time to time amended, supplemented or modified relating to the issuance of
the CSMC 2107-CALI Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CALI;


 


(iii)       the
Centre 425 Bellevue Whole Loan, prior to the securitization of the controlling note identified as note A-1, that certain pooling
and servicing agreement, dated as of November 1, 2017, among UBS Commercial Mortgage Securitization 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 Operating Advisor and as Asset Representations Reviewer, as from time to time amended,
supplemented or modified relating to the issuance of the UBS 2017-C5 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2017-C5, and, after the securitization of the controlling note identified as note A-1, the pooling and servicing
agreement governing such securitization;


 


(iv)       the
333 North Bedford Whole Loan, that certain pooling and servicing agreement, dated as of September 1, 2016, among Wells Fargo Commercial
Mortgage Securities, Inc., as depositor, Wells Fargo 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 Trimont Real
Estate Advisors, LLC, as Operating Advisor and as Asset Representations Reviewer, as from time to time amended, supplemented or
modified relating to the issuance of the WFCM 2016-NXS6 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2016-NXS6; and


 






     -106-


     


    




 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Specially
Serviced Loan”: Any Mortgage Loan (other than a Non-Serviced Mortgage Loan, except in the case of Section 2.03(f)
and Section 2.03(k) through Section 2.03(o)) or Serviced Companion Loan that is not a Specially Serviced Loan.


 


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


 


“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”:
As of any date of determination, subject to the next sentence: (i) with respect to each Class of Class X Regular Interests, the
related Class X Notional Amount as of such date of determination and (ii) with respect to any Class of Class X Certificates, the
product of the Class X Notional Amount of the Corresponding Regular Interest and the Class Percentage Interest of the Corresponding
Regular Interest as of such date of determination. The initial and then-current Certificate Balance or Notional Amount, as applicable,
of each Class of Certificates subject to exchange in accordance with Section 5.09 will be subject to re-designation as between
the applicable Classes pursuant to Section 5.09.


 


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


 


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


 


“NRSRO Certification”:
A certification (a) substantially in the form of Exhibit P-2 executed by a NRSRO or (b) provided electronically and executed
by such NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s Website, in either
case in


 



     -107-


     


    

 


favor of the 17g-5 Information Provider that states that such NRSRO is a Rating Agency under this Agreement or that such
NRSRO has provided the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5 of the Exchange Act,
that such NRSRO has access to the 17g-5 Information Provider’s website and that such NRSRO will keep such information confidential,
except to the extent such information has been made available to the general public. Each NRSRO shall be deemed to recertify to
the foregoing each time it accesses the Certificate Administrator’s Website.


 


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


 


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


 


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


 


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


 


“One California
Plaza Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of November 6, 2017, by and between the holders
of the respective promissory notes evidencing the One California Plaza Whole Loan, setting forth the relative rights of such holders,
as the same may be amended in accordance with the terms thereof.


 


“Operating Advisor”:
Park Bridge Lender Services LLC, and its successors in interest and assigns, or any successor operating advisor appointed as herein
provided.


 


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


 


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


 


“Operating Advisor
Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and performed
its duties with respect to such Major Decision equal to $10,000 or such lesser amount as the related Mortgagor agrees to pay with
respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan or Servicing Shift Mortgage Loan), payable pursuant to
Section 3.05 of this Agreement; provided, however, that, subject to Section 3.26(h), no such fee shall
be payable unless specifically paid by the related Mortgagor as a separately identifiable fee; provided, however,
that to the extent such fee is incurred after the outstanding Certificate Balances of the Control Eligible Regular Interests have
been reduced to zero as a result of the allocation of Realized Losses to such Certificates,


 



     -108-


     


    

 


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, each Trust Subordinate Companion 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 0.00179% with respect to the Stated Principal Balance of the Mortgage Loans, Trust Subordinate Companion Loans and any
REO Loans. If the Operating Advisor has resigned pursuant to the second paragraph of Section 3.26(m) or has been terminated
pursuant to Section 3.26(i) and Section 3.26(j) and no replacement has been appointed, the Operating Advisor Fee
Rate shall be 0.0%.


 


“Operating Advisor
Standard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best interest
of, and for the benefit of, the Certificateholders and, with respect to any Serviced Whole Loan, for the benefit of the holders
of the related Companion Loan (as a collective whole as if such Certificateholders and the holders 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, the Risk Retention Consultation Party 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


 



     -109-


     


    

 


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 Pooled Voting Rights of each Class of Pooled Certificates, provided
that with respect to any such failure which is not curable within such thirty (30) day period, the Operating Advisor will have
an additional cure period of thirty (30) days to effect such cure so long as it has commenced to cure such failure within the initial
thirty (30) day period and has provided the Trustee and the Certificate Administrator with an officer’s certificate certifying
that it has diligently pursued, and is continuing to pursue, such cure;


 


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


 


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


 


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


 


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


 


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


 


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


 



     -110-


     


    

 


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 or Trust Subordinate Companion Loan REMIC
Regular Interest, the initial principal amount thereof as of the Closing Date, in each case as specified in the Preliminary Statement.


 


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


 


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


 


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


 


“Other Master
Servicer”: Any master servicer under an Other Pooling and Servicing Agreement.


 


“Other Pooling
and Servicing Agreement”: Any trust and servicing agreement or pooling and servicing agreement that creates a trust whose
assets include any Serviced Companion Loan.


 


“Other Securitization”:
As defined in Section 11.06.


 


“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, Trust Subordinate Companion Loan or REO Loan (but not any related Companion Loan except for any
related Trust Subordinate Companion Loan), any advance made by the Master Servicer or the Trustee, as applicable, pursuant to Section
4.03 or Section 7.05.


 






     -111-


     


    




 


“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).


 


“Park Center
Phase I Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of September 29, 2017, by and between the
holders of the respective promissory notes evidencing the Park Center Phase I Whole Loan, setting forth the relative rights of
such holders, as the same may be amended in accordance with the terms thereof.


 


“Pass-Through
Rate”: With respect to each Class of Pooled Certificates or Pooled Regular Interest set forth below, the following rates:


 


	Class	 	Pass-Through Rate
	Class A-1 Certificates	 	Class A-1 Pass-Through Rate
	Class A-1 Regular Interest	 	Class A-1 Pass-Through Rate
	Class A-2 Certificates	 	Class A-2 Pass-Through Rate
	Class A-2 Regular Interest	 	Class A-2 Pass-Through Rate
	Class A-SB Certificates	 	Class A-SB Pass-Through Rate
	Class A-SB Regular Interest	 	Class A-SB Pass-Through Rate
	Class A-3 Certificates	 	Class A-3 Pass-Through Rate
	Class A-3 Regular Interest	 	Class A-3 Pass-Through Rate
	Class A-4 Certificates	 	Class A-4 Pass-Through Rate
	Class A-4 Regular Interest	 	Class A-4 Pass-Through Rate
	Class A-5 Certificates	 	Class A-5 Pass-Through Rate
	Class A-5 Regular Interest	 	Class A-5 Pass-Through Rate
	Class X-A Certificates	 	Class X-A Pass-Through Rate
	Class X-A Regular Interest	 	Class X-A Pass-Through Rate
	Class X-B Certificates	 	Class X-B Pass-Through Rate
	Class X-B Regular Interest	 	Class X-B Pass-Through Rate
	Class A-S Certificates	 	Class A-S Pass-Through Rate
	Class A-S Regular Interest	 	Class A-S Pass-Through Rate
	Class B Certificates	 	Class B Pass-Through Rate
	Class B Regular Interest	 	Class B Pass-Through Rate
	Class C Certificates	 	Class C Pass-Through Rate
	Class C Regular Interest	 	Class C Pass-Through Rate
	Class X-E Certificates	 	Class X-E Pass-Through Rate
	Class X-E Regular Interest	 	Class X-E Pass-Through Rate
	Class D Certificates	 	Class D Pass-Through Rate
	Class D Regular Interest	 	Class D Pass-Through Rate
	Class E Certificates	 	Class E Pass-Through Rate
	Class E Regular Interest	 	Class E Pass-Through Rate
	Class F Certificates	 	Class F Pass-Through Rate
	Class F Regular Interest	 	Class F Pass-Through Rate



 






     -112-


     


    




 


	Class	 	Pass-Through Rate



	Class NR Certificates	 	Class NR Pass-Through Rate
	Class NR Regular Interest	 	Class NR Pass-Through Rate



 


The Class V Certificates
will not have a Pass-Through Rate, but (i) the Class V1-A Certificates will be entitled to receive the Class V1-A Percentage Interest
of the sum of the interest distributable on the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A and
Class A-S Regular Interests, (ii) the Class V1-B Certificates will be entitled to receive the Class V1-B Percentage Interest of
the sum of the interest distributable on the Class X-B, Class B and Class C Regular Interests, (iii) the Class V1-D Certificates
will be entitled to receive the Class V1-D Percentage Interest of the sum of the interest distributable on the Class D Regular
Interest, (iv) the Class V1-E Certificates will be entitled to receive the Class V1-E Percentage Interest of the sum of the interest
distributable on the Class E and Class X-E Regular Interests, (v) the Class V1-F Certificates will be entitled to receive the Class
V1-E Percentage Interest of the sum of the interest distributable on the Class F and Class NR Regular Interests, and (vi) the Class
V2-A Certificates will be entitled to receive the Class V2-A Percentage Interest of the sum of the interest distributable on the
Pooled Regular Interests. With respect to each Class of Lower-Tier Regular Interests, the WAC Rate.


 


With respect to each
Class of Y&L Towers Loan-Specific Certificates or Y&L Towers Loan-Specific Regular Interest set forth below, the following
rates:


 


	Class 	 	Pass-Through Rate 
	Class UES-A Certificates	 	Class UES-A Pass-Through Rate
	Class UES-A Regular Interest	 	Class UES-A Pass-Through Rate
	Class UES-B Certificates	 	Class UES-B Pass-Through Rate
	Class UES-B Regular Interest	 	Class UES-B Pass-Through Rate
	Class UES-C Certificates	 	Class UES-C Pass-Through Rate
	Class UES-C Regular Interest	 	Class UES-C Pass-Through Rate
	Class UES-D Certificates	 	Class UES-D Pass-Through Rate
	Class UES-D Regular Interest	 	Class UES-D Pass-Through Rate
	Class UES-X Certificates	 	Class UES-X Pass-Through Rate
	Class UES-X Regular Interest	 	Class UES-X Pass-Through Rate



 


The Class V-UES Certificates
will not have a Pass-Through Rate, but (i) the Class V1-UESA Certificates will be entitled to receive the Class V1-UESA Percentage
Interest of the sum of the interest distributable on the Class UES-A, Class UES-B and Class UES-C Regular Interest, (ii) the Class
V1-UESD Certificates will be entitled to receive the Class V1-UESD Percentage Interest of the sum of the interest distributable
on the Class UES-D Regular Interest and (iii) the Class V2-UES Certificates will be entitled to receive the Class V2-UES Percentage
Interest of the sum of the interest distributable on the Y&L Towers Loan-Specific Regular Interests. With respect to each Class
of Y&L Towers Loan-Specific Regular Interests, the Net Mortgage Rate of the Y&L Towers Trust Subordinate Companion.


 


With respect to each
Class of the Standard Highline Loan-Specific Certificates or the Standard Highline Loan-Specific Regular Interest set forth below,
the following rates:


 






     -113-


     


    




 


	Class	 	Pass-Through Rate
	Class STN-A Certificates	 	Class STN-A Pass-Through Rate
	Class STN-A Regular Interest	 	Class STN-A Pass-Through Rate
	Class STN-B Certificates	 	Class STN-B Pass-Through Rate
	Class STN-B Regular Interest	 	Class STN-B Pass-Through Rate
	Class STN-C Certificates	 	Class STN-C Pass-Through Rate
	Class STN-C Regular Interest	 	Class STN-C Pass-Through Rate
	Class STN-X Certificates	 	Class STN-X Pass-Through Rate
	Class STN-X Regular Interest	 	Class STN-X Pass-Through Rate



 


The Class V-STN Certificates
will not have a Pass-Through Rate, but (i) the Class V1-STNA Certificates will be entitled to receive the Class V1-STNA Percentage
Interest of the sum of the interest distributable on the Class STN-A, Class STN-X and Class STN-B Regular Interest, (ii) the Class
V1-STNC Certificates will be entitled to receive the Class V1-STNC Percentage Interest of the sum of the interest distributable
on the Class STN-C Regular Interest, and (iii) the Class V2-STN Certificates will be entitled to receive the Class V2-STN Percentage
Interest of the sum of the interest distributable on the Standard Highline Loan-Specific Regular Interests. With respect to each
Class of the Standard Highline Loan-Specific Regular Interests, the Net Mortgage Rate of the Standard Highline Trust Subordinate
Companion.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


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


 


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


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


“Periodic Payment”:
With respect to any Mortgage Loan or the related Companion Loan (including any related Trust Subordinate Companion Loan), the scheduled


 






     -114-


     


    

 


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


 


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


 


(i)         direct
obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America,
Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which are backed by
the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition; provided
that any obligation of, or guarantee by, any agency or instrumentality of the United States of America shall be a Permitted Investment
only if such investment would not result in the downgrading, withdrawal or qualification of the then-current rating assigned by
each Rating Agency to any Certificate (or, insofar as there is then outstanding any class of Serviced Companion Loan Securities
that are then rated by such Rating Agency, such class of securities) as evidenced in writing other than (a) unsecured senior debt
obligations of the U.S. Treasury (direct or fully funded obligations), U.S. Department of Housing and Urban Development public
housing agency bonds, Federal Housing Administration debentures, Government National Mortgage Association guaranteed mortgage-backed
securities or participation certificates, RefCorp debt obligations and SBA-guaranteed participation certificates and guaranteed
pool certificates and (b) Farm Credit System consolidated systemwide bonds and notes, Federal Home Loan Banks’ consolidated
debt obligations, Freddie Mac debt obligations, and Fannie Mae debt obligations rated at least “A-1” by S&P, if
such obligations mature in sixty (60) days or less, or rated at least “AA-”, “A-1+” or “AAAm”
by S&P, if such obligations mature in 365 days or less;


 


(ii)        time
deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date of
issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated or organized
under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state
banking authorities with respect to which (A) (I) in the case of such investments with maturities of thirty (30) days or less,
the short term debt obligations of which


 



     -115-


     


    

 


are rated “A-1+” (or the equivalent) by S&P, (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 “A-1+” (or the equivalent) by S&P, (III) in the case of such investments with maturities of six (6) months
or less, but more than three (3) months, the long term obligations of which are rated “AAA” or the equivalent by S&P,
(IV) in the case of such investments with maturities of more than six (6) months, the long term obligations of which are rated
“AAA” or the equivalent by S&P and (B) with respect to Fitch and KBRA, the commercial paper or other short term
debt obligations of such depository institution or trust company are rated in the highest rating categories of each of Fitch and
KBRA (in the case of KBRA, if rated by KBRA); or, in each case, or such other rating as would not result in the downgrading, withdrawal
or qualification of the then-current rating assigned by each Rating Agency to any Class of Certificates (or, insofar as there is
then outstanding any class of Serviced Companion Loan Securities that is then rated by such rating agency, such class of securities)
as evidenced in writing;


 


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


 


(iv)       debt
obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of
America or any state thereof which mature in one (1) year or less from the date of acquisition, which debt obligations are rated
in the highest applicable rating category of S&P (or any other Rating Agency rating the Loan-Specific Certificates) and (A)
if such debt obligations have a term of three months or less, the short-term obligations of which corporation are rated in the
highest short-term debt rating category of Fitch and KBRA (if then rated by KBRA), (B) if such debt obligations have a term of
more than three months and not in excess of six months, the short-term obligations of which are rated in the highest short-term
rating category by each Rating Agency (with respect to KBRA, if then rated by KBRA) 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 (with respect to KBRA, if then rated by KBRA) (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) if
the obligations mature within sixty (60) days; provided, however, that securities issued by any particular corporation
will not be Permitted Investments to the extent that investment therein will cause the then outstanding principal amount of securities
issued by such corporation and held in the accounts established hereunder to exceed 10% of the sum of the aggregate principal balance
and the aggregate principal amount of all Permitted Investments in such accounts;


 






     -116-


     


    




 


(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) (a)(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 “A-1” by S&P and “F1” by
Fitch, or the long-term obligations of which corporation are rated at least “A” by Fitch, (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 “A-1+”
by S&P (or “A-1” by S&P if the obligations mature within sixty (60) days) 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), (3) 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) in the case of such investments
with maturities of more than six months, the short-term obligations of which are rated at least the short-term debt obligations
of which are rated “A-1+” (or the equivalent) by S&P, or the long-term obligations of which corporation are rated
at least “AA-” by S&P (with a short-term rating of “A-1” by S&P) 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 (b) such commercial paper is rated in the highest short-term category by KBRA (if then rated by KBRA) (or such lower
rating as is the subject of a Rating Agency Confirmation by such Rating Agency relating to the Certificates (including any Loan-Specific
Certificates) and any Serviced Companion Loan Securities);


 


(vi)       money
market funds, which seek to maintain a constant net asset value per share (including the Federated Prime Obligation Money Market
Fund, US Bank Long Term Eurodollar Sweep or the Wells Fargo Money Market Funds) rated in the highest rating categories of each
Rating Agency (if so rated by each such Rating Agency (and if not rated by any such Rating Agency, an equivalent rating (or higher)
by at least two (2) NRSROs (which may include Fitch, KBRA, DBRS, Moody’s, Morningstar and/or S&P)) and “AAAm”
by S&P, which may include the investments referred to in clause (i) above if so qualified that (a) have substantially
all of their assets invested continuously in the types of investments referred to in clause (i) above and (b) have net assets
of not less than $5,000,000,000;


 


(vii)      any
other demand, money market or time deposit, obligation, security or investment, but for the failure to satisfy one or more of the
minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (vi) above with respect
to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the
applicable clause is not satisfied with respect to such demand, money market or time deposit, obligation, security or investment
and confirmation of the applicable


 



     -117-


     


    

 


rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25); and


 


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


 


provided, however, that with
respect to any Permitted Investment for which a rating by S&P is required as set forth above, such rating must be an unqualified
rating (i.e., one with no qualifying suffix), with the exception of ratings with regulatory indicators, such as the (sf)
subscript, and unsolicited ratings; provided, further, however, that each Permitted Investment qualifies as
a “cash flow investment” pursuant to Section 860G(a)(6) of the Code, and that (a) it shall have a predetermined fixed
dollar of principal due at maturity that cannot vary or change, (b) any such investment that provides for a variable rate of interest
must have an interest rate that is tied to a single interest rate index plus a fixed spread, if any, and move proportionately with
such index, (c) any such investment must not be subject to liquidation prior to maturity and (d) any such investment must not be
purchased at a premium over par; and provided, further, however, that no such instrument shall be a Permitted
Investment (a) if such instrument evidences principal and interest payments derived from obligations underlying such instrument
and the interest payments with respect to such instrument provide a yield to maturity at the time of acquisition of greater than
120% of the yield to maturity at par of such underlying obligations or (b) if such instrument may be redeemed at a price below
the purchase price; and provided, further, however, that no amount beneficially owned by any Trust REMIC (even
if not yet deposited in the Trust) may be invested in investments (other than money market funds) treated as equity interests for
federal income tax purposes, unless the Master Servicer receives an Opinion of Counsel, at its own expense, to the effect that
such investment will not adversely affect the status of any Trust REMIC as a REMIC. Permitted Investments may not be interest-only
securities. All investments shall mature or be redeemable upon the option of the holder thereof on or prior to the Business Day
preceding the day before the date such amounts are required to be applied hereunder.


 


“Permitted Special
Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, title agency fees, insurance
commissions or fees and 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


 



     -118-


     


    

 


time that the Certificates are outstanding, (c) a Person that is a Disqualified Non-U.S. Tax
Person, (d) any partnership if any of its interests are (or under the partnership agreement are permitted to be) owned, directly
or indirectly (other than through a U.S. corporation), by a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect
to whom income from the Class R Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning
of an applicable income tax treaty, of the transferee or any other U.S. Tax Person.


 


“Person”:
Any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.


 


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


 


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


 


“Pooled 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 (which, for the avoidance of doubt, will not include any amounts received in respect of any Trust
Subordinate Companion Loan):


 


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


 


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


 


(ii)        all
unscheduled Principal Prepayments (together with any related payments of interest allocable to the period following the related
Due Date for the related Mortgage Loan), Liquidation Proceeds, Insurance and Condemnation Proceeds and other unscheduled recoveries,
in each case, received subsequent to the related Determination Date (or, with respect to voluntary Principal Prepayments for each
Mortgage Loan with a Due Date occurring after the related Determination Date, subsequent to the related Due Date and, in the case
of a Non-Serviced Mortgage Loan, other than the monthly remittance thereon) allocable to the Mortgage Loans;


 


(iii)       (A)
all amounts payable or reimbursable to any Person other than the Loan-Specific Certificateholders from the Collection Account pursuant
to 


 



     -119-


     


    

 


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


 


(v)        all
Excess Interest allocable to the Mortgage Loans (which is separately distributed to the Class V1-Z, Class V2-Z and Class Z Certificates,
as described in Section 4.01(n));


 


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


 


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


 


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


 


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


 


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


 


(d)           with
respect to each Actual/360 Mortgage Loan (other than the Trust Subordinate Companion Loans) 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);


 


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


 






     -120-


     


    




 


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


 


“Pooled Certificateholder
Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer (other
than with respect to the Yorkshire & Lexington Towers Whole Loan and The Standard Highline NYC Whole Loan) 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 Pooled Certificates evidencing at least 66 2/3% of the
aggregate Pooled Voting Rights (taking into account the application of Realized Losses and, other than with respect to the termination
of the Asset Representations Reviewer, the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate
Balance of the Certificates) of all Pooled Principal Balance Certificates on an aggregate basis.


 


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


 


“Pooled Certificateholder”:
A Certificateholder of a Pooled Certificate.


 


“Pooled Non-Reduced
Certificates”: As of any date of determination, any class of the Pooled Principal Balance Certificates that are Non-Reduced
Certificates.


 


“Pooled Principal
Balance Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class
B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E and Class V2-A Certificates.


 


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


 


“Pooled Regular
Interests”: The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class
X-A, Class X-B, Class X-E, Class D, Class E, Class F and Class NR Regular Interests.


 


“Pooled Serviced
AB Whole Loan”: For the avoidance of doubt, there are no Pooled Serviced AB Whole Loans with respect to the Trust.


 


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


 



     -121-


     


    

 


Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section
12.05, taking into account any notional reduction in the Certificate Balance for Cumulative Appraisal Reduction Amounts allocated
to the Pooled Certificates pursuant to Section 4.05(a) hereof) of such Class, in each case, determined as of the Distribution
Date immediately preceding such time, and the denominator of which is equal to the aggregate Certificate Balance (and solely in
connection with any vote for purposes of determining whether to remove the Special Servicer pursuant to Section 7.01(d)
or the Operating Advisor pursuant to Section 3.26(j), taking into account any notional reduction in the Certificate Balance
for Cumulative Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof) of the Pooled
Principal Balance Certificates (or, if with respect to a vote of Pooled Non-Reduced Certificates, the aggregate of the Certificate
Balances of all Classes of the Pooled Non-Reduced Certificates), each determined as of the Distribution Date immediately preceding
such time. Neither the Class Z nor the Class R Certificates will be entitled to vote.


 


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


 


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


 


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


 


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


 


“Prepayment
Interest Shortfall”: For any Distribution Date and with respect to any Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or Serviced Whole Loan that was subject to a Principal Prepayment in full or in part during the related Collection Period,
which Principal Prepayment was applied to such Mortgage Loan or Serviced Whole Loan (with such prepayment allocated between the
related Mortgage Loan and Serviced Companion Loan in


 



     -122-


     


    

 


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


 


“Primary Collateral”:
With respect to any Crossed Underlying Loan, that portion of the Mortgaged Property designated as directly securing such Crossed
Underlying Loan and excluding any Mortgaged Property as to which the related lien may only be foreclosed upon by exercise of the
cross-collateralization provisions of such Crossed Underlying Loan.


 


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


 


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


 


“Principal Balance
Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class
C, Class D, Class E, Class F, Class NR, Class STN-A, Class STN-B, Class STN-C,   Class UES-A, Class UES-B,
Class UES-C, Class UES-D,   Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-STNA, Class V1-STNC,
Class V1-UESA, Class V1-UESD, Class V1-Z, Class V2-A, Class V2-Z, Class V2-STN and Class V2-UES Certificates.


 


“Principal Distribution
Amount”: With respect to any Distribution Date and the Pooled 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


 



     -123-


     


    

 


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


 


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


 


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


 


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


 


“Privileged
Information”: Any (i) correspondence between the Directing Holder or the Risk Retention Consultation Party and the Special
Servicer related to any Specially Serviced Loan (other than with respect to any Excluded Loan as to such party) or the exercise
of the Directing Holder’s consent or consultation rights or the Risk Retention Consultation Party’s consultation rights
under this Agreement, (ii) strategically sensitive information (including, without limitation, any information contained within
any Asset Status Report or Final Asset Status Report) that the Special Servicer has labeled and reasonably determined could compromise
the Trust’s position in any ongoing or future negotiations with the related Mortgagor or other interested party that is labeled
or otherwise identified as Privileged Information by the Special Servicer and (iii) information subject to attorney-client privilege.
The Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer shall be entitled to rely
on any identification of materials as “attorney-client privileged” without liability for any such reliance hereunder.


 


“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes
generally available and known to the public


 



     -124-


     


    

 


other than as a result of a disclosure directly or indirectly by the party restricted
from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for
the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, arbitration parties, taxing
authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not
otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Master Servicer, the Special
Servicer, the Risk Retention Consultation Party, 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 as to such Party), the Risk Retention Consultation Party, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee), required by law, rule, regulation, order, judgment or decree to disclose such information.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchaser, the Loan-Specific 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 or Risk Retention Consultation Party) who provides the Certificate
Administrator with an Investor Certification and any NRSRO (including any Rating Agency) that provides the Certificate Administrator
with an NRSRO Certification, which Investor Certification and NRSRO Certification may be submitted electronically via the Certificate
Administrator’s Website; provided that:


 


(a)       (i)
if a Privileged Person is an Excluded Controlling Class Holder, then such Privileged Person shall not be entitled to receive any
Excluded Information via the Certificate Administrator’s Website unless a loan-by-loan segregation is later performed by
the Certificate Administrator, in which case such access shall only be prohibited with respect to the related Excluded Controlling
Class Loans, and (ii) if a Privileged Person is a Borrower Party but not an Excluded Controlling Class Holder, then such Privileged
Person shall not be entitled to receive any information other than the Distribution Date Statement;


 


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


 



     -125-


     


    

 


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


 


(c)       notwithstanding
clause (a) above, any Excluded Controlling Class Holder shall be permitted to reasonably request and obtain from the Master Servicer
or the Special Servicer, in accordance with terms of this Agreement, any Excluded Information relating to any Excluded Controlling
Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is
not otherwise available via the Certificate Administrator’s Website on account of it constituting Excluded Information).
Notwithstanding any provision to the contrary herein, neither the Master Servicer nor the Certificate Administrator shall have
any obligation to restrict access by the Special Servicer or any Excluded Special Servicer to any information related to any Excluded
Special Servicer Loan.


 


In determining whether
any Person is an Additional Servicer or an Affiliate of the Operating Advisor, the Certificate Administrator may rely on a certification
by the Master Servicer, the Special Servicer, any Mortgage Loan Seller or the Operating Advisor, as the case may be; provided,
further, that nothing in this Agreement shall be construed as an obligation of the Master Servicer or the Certificate Administrator
to restrict the Special Servicer’s access to any information on the Master Servicer’s website or the Certificate Administrator’s
Website and in no case shall the Master Servicer or the Certificate Administrator be held liable if the Special Servicer accesses
any Excluded Special Servicer Information relating to the Excluded Special Servicer Loans; provided, further, however,
that any Excluded Controlling Class Holder shall be permitted to reasonably request and obtain in accordance with Section 4.02(f)
of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded
Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling
Class Holder via the Certificate Administrator’s Website).


 


“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 November 20, 2017.


 


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


 


“PTCE”:
Prohibited Transaction Class Exemption.


 






     -126-


     


    




 





 


 





“Purchase Price”:
With respect to any Mortgage Loan or Trust Subordinate Companion 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 Trust Subordinate Companion Loan, as the case may be, (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 Trust Subordinate Companion Loan, as the case may be, (or any related REO Loan
(excluding for such purpose, the related Companion Loan, if applicable)), at the related Mortgage Rate in effect from time to time
(excluding any portion of such interest that represents Default Interest or Excess Interest on the ARD Loan), to, but not including,
the Due Date immediately preceding or coinciding with the Determination Date for the Collection Period of purchase; plus


 


(iii)        all
related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement Rate, Special
Servicing Fees (whether paid or unpaid) and any other additional trust fund expenses (except for Liquidation Fees) in respect of
such Mortgage Loan or Trust Subordinate Companion Loan (or related REO Loan, as the case may be, (excluding for such purpose, the
related Companion Loan, if applicable)), if any; plus


 


(iv)    
   if such Mortgage Loan, or Trust Subordinate Companion Loan, as the case may be, (or the related REO Loan)
is being repurchased or substituted (other than with respect to any Trust Subordinate Companion Loan in the case of a
substitution) 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, including any expenses arising out of the
enforcement of the repurchase or substitution obligation, including, without limitation, legal fees and expenses and any
additional trust fund expenses relating to such Mortgage Loan or Trust Subordinate Companion Loan, as the case may be, (or
any related REO Loan); provided, however, that such out-of-pocket expenses shall not include expenses incurred
by Certificateholders or Certificate Owners in instituting an Asset Review Vote Election, in taking part in an Asset Review
vote or in exercising such Certificateholder’s or Certificate Owner’s, as applicable, rights under the dispute
resolution mechanics pursuant to Section 2.03(k) hereof; plus


 






     -127-


     


    

 


(v)        Liquidation
Fees, if any, payable with respect to such Mortgage Loan or Trust Subordinate Companion Loan, as the case may be, (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; plus


 


(vii)      solely
in the case of a purchase by the Holder of the Standard Highline Non-Trust Junior Subordinate Companion Loan, the outstanding principal
balance of the Standard Highline Non-Trust Senior Subordinate Companion Loan, plus any accrued and unpaid interest thereon at the
applicable Mortgage Rate, from the date as to which interest was last paid in full by the related Mortgagor up to and including
the end of the interest accrual period relating to the monthly payment date next following the date the purchase occurred.


 


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 (including in the case of the Y&L Towers Mortgage Loan, the Standard Highline Mortgage Loan or a related
Trust Subordinate Companion Loan, the related Mortgage Loan or Trust Subordinate Companion Loan, as applicable).


 


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


 


“Qualified Insurer”:
(i) With respect to any Mortgage Loan, Trust Subordinate Companion 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) “A-” by S&P (or, if not rated by S&P, an equivalent rating by (A) at least two NRSROs
(which may include Fitch and/or KBRA) or (B) one NRSRO (which may include Fitch or KBRA) and A.M. Best Company, Inc.), and (b)
“A” by Fitch (or, if not rated by Fitch, at least “A-” or an equivalent rating as “A-” by one
other


 






     -128-


     


    

 


NRSRO
(which may include S&P or KBRA)) and (ii) with respect to the fidelity bond and errors and omissions insurance policy required
to be maintained pursuant to Section 3.07(c), except as otherwise permitted by Section 3.07(c), an insurance company
that has a claims paying ability (or the obligations which are guaranteed or backed by a company having such claims paying ability)
rated by at least one of the following rating agencies of at least (a) “A3” by Moody’s, (b) “A “
by S&P, (c) “A-” by Fitch, (d) “A-:X” by A.M. Best Company, Inc. or (e) “A(low)” by DBRS,
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 the
Special Servicer, (iv) is not entitled to receive any compensation from the Operating Advisor other than compensation that is not
material and is unrelated to the Operating Advisor’s recommendation that such party be appointed as the replacement special
servicer, (v) is not entitled to receive any fee from the Operating Advisor for its appointment as successor special servicer,
in each case, unless such fee is expressly approved by 100% of the Certificateholders, (vi) currently has a special servicer rating
of at least “CSS3” from Fitch, (vii) is not a special servicer that has been cited by KBRA as having servicing concerns
as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a rating downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior
to the time of determination (viii) is included on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer
and (ix) solely with respect to the Yorkshire & Lexington Towers Whole Loan and The Standard Highline NYC Whole Loan, prior
to a Y&L Towers Control Termination Event or a Standard Highline Control Termination Event, as applicable, (A) such master
servicer or special servicer has a then-current ranking by Morningstar equal to or higher than “MOR CS3” as a master
servicer or special servicer or (B)(x) such master servicer or special servicer is acting as master servicer or special servicer,
as applicable, in a commercial mortgage loan securitization that was rated by a Rating Agency within the twelve (12) month period
prior to the date of determination and (y) Morningstar has not qualified, downgraded or withdrawn the then-current rating or ratings
of one or more classes of certificates citing servicing concerns with the master servicer or special servicer, as applicable, as
the sole or a material factor in such rating action.


 


“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


 






     -129-


     


    

 


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


 






     -130-


     


    

 


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 Pooled Principal Balance Certificates having a Certificate Balance then
outstanding. When a Qualified Substitute Mortgage Loan is substituted for a removed Mortgage Loan, the applicable Mortgage Loan
Seller shall certify that the Qualified Substitute Mortgage Loan meets all of the requirements of the above definition and shall
send such certification to the Trustee, the Certificate Administrator and, prior to the occurrence of a Consultation Termination
Event, the Directing Holder.


 


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


 


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


 


“Rated Final
Distribution Date”: as to each Class of Certificates (other than the Loan-Specific Certificates), the Distribution Date
in November 2050, as to each Class of Y&L Towers Loan-Specific Certificates, the Distribution Date in October 2032 and as to
each Class of Standard Highline Loan-Specific Certificates, the Distribution Date in November 2037.


 


“Rating Agency”:
Each of Fitch, KBRA and S&P, and, solely with respect to the Yorkshire & Lexington Whole Loan and The Standard Highline
NYC Whole Loan, Morningstar Credit Ratings, LLC, or their successors in interest. If no such rating agency nor any successor thereof
remains in existence, “Rating Agency” shall be deemed to refer to such nationally recognized statistical rating agency
or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the
Certificate Administrator, the Special Servicer and the Master Servicer, and specific ratings of Fitch, KBRA, S&P herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


 


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


 


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


 


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


 


“Realized Loss”:
A Pooled Realized Loss, a Y&L Towers Realized Loss and/or Standard Highline Realized Loss, as the context requires.


 


“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.


 






     -131-


     


    

 


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


 


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


 


“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.


 


“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.


 


“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.


 






     -132-


     


    

 


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


 


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


 


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


 


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


 


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


 


“REO Account”:
A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.14(b) on
behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit of
the related Serviced Companion Noteholder, which shall initially be entitled “CWCapital Asset Management LLC” [or the
applicable successor Special Servicer], as Special Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for
the registered Holders of CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX10
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 (or, with respect to the Y&L Towers Trust Subordinate Companion
Loan,


 






     -133-


     


    

 


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


 


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


 


“REO Property”:
A Mortgaged Property acquired by the Special Servicer on behalf of, and in the name of, the Trustee or a nominee thereof for the
benefit of the Certificateholders (and the related Companion Holder, subject to the related Intercreditor Agreement, with respect
to a Mortgaged Property securing a Serviced Whole Loan) to the extent


 






     -134-


     


    

 


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 or a Trust Subordinate Companion 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 (other than a Trust Subordinate Companion Loan), shall not be an asset of the Trust Fund, any Trust REMIC or the Grantor
Trust.


 


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


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting Requirements”:
As defined in Section 11.12.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Required Third
Party Purchaser Retention Amount”: $30,762,000 of the Certificate Balance of the HRR Certificates.


 


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


 


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


 


“Resolved”:
With respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related Mortgage Loan (or Trust
Subordinate Companion Loan, as applicable) 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


 






     -135-


     


    

 


accordance
with the related Mortgage Loan Purchase Agreement, (iv) the applicable Mortgage Loan Seller has paid the Loss of Value Payment,
(v) a contractually binding agreement has been entered into between the Enforcing Servicer, on behalf of the Trust, and the related
Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations under the related Mortgage Loan Purchase
Agreement, or (vi) the related Mortgage Loan is no longer property of the Trust as a result of a sale or other disposition in
accordance with this Agreement.


 


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


 


“Restricted
Period”: The 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 Purchaser, the Loan-Specific 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 Fee
Rate”: An amount equal to 0.00250% per annum with respect to each Mortgage Loan.


 


“Retaining Party”:
(a) With respect to the Mortgage Loans, NREC, acting as Holder the VRR Interest, and any successor Holder of all or part of the
VRR Interest, (b) with respect to the Y&L Towers Trust Subordinate Companion Loan, NREC, acting as Holder of the Y&L Towers
VRR Interest, and any successor Holder of all or part of the Y&L Towers VRR Interest and (c) with respect to the Standard Highline
Trust Subordinate Companion Loan, NREC, acting as Holder of the Standard Highline VRR Interest, and any successor Holder of all
or part of the Standard Highline VRR Interest.


 


“Retaining Sponsor”:
(a) With respect to the Pooled Certificates, NREC, (b) with respect to the Y&L Towers Loan-Specific Certificates, NREC, and
(c) with respect to the Standard Highline Loan-Specific Certificates, NREC, in each case acting as retaining sponsor as such term
is defined under § 244.3(b) of Credit Risk Retention Rules.


 


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


 


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


 


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


 






     -136-


     


    

 


“Risk Retention
Consultation Party”: The Risk Retention Consultation Party shall be (i) with respect to the Mortgage Loans (other than
the Yorkshire & Lexington Towers Whole Loan prior to a Y&L Towers Trust Subordinate Companion Loan Control Termination
Event and The Standard Highline NYC Whole Loan prior to a Standard Highline Trust Subordinate Companion Loan Control Termination
Event), the party selected by the holder or holders of more than 50% of the VRR Interest by Certificate Balance, (ii) with respect
to the Yorkshire & Lexington Towers Whole Loan, prior to the Y&L Towers Trust Subordinate Companion Loan Control Termination
Event, the party selected by the holder or holders of more than 50% of the Y&L Towers VRR Interest by Certificate Balance and
(iii) with respect to The Standard Highline NYC Whole Loan, prior to the Standard Highline Trust Subordinate Companion Loan Control
Termination Event, the party selected by the holder or holders of more than 50% of the Standard Highline VRR Interest by Certificate
Balance, in each case as determined by the Certificate Registrar from time to time. The Depositor shall promptly provide the name
and contact information for the initial Risk Retention Consultation Party upon request of any party to this Agreement and any such
requesting party may conclusively rely on the name and contact information provided by the Depositor. The Certificate Administrator
and the other parties hereto shall be entitled to assume that the identity of the Risk Retention Consultation Party has not changed
until such parties receive written notice of (including the identity and contact information for) a replacement of the Risk Retention
Consultation Party from a party holding the requisite interest in the VRR Interest, Y&L Towers VRR Interest or the Standard
Highline VRR Interest (as confirmed by the Certificate Registrar), as applicable. The initial Risk Retention Consultation Party
with respect to the Mortgage Loans, the Yorkshire & Lexington Towers Whole Loan and The Standard Highline NYC Whole Loan is
expected to be NREC.


 


In the event that no
Risk Retention Consultation Party has been appointed or identified to the Master Servicer or the Special Servicer, as applicable,
and the Master Servicer or the Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator
and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until such time as the
new Risk Retention Consultation Party is identified, the Master Servicer or the Special Servicer, as applicable, shall have no
duty to consult with, provide notice to, or seek the approval or consent of any such Risk Retention Consultation Party as the case
may be.


 


“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.


 






     -137-


     


    

 


“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 Pooled Available Funds for such Distribution Date) or (ii) advanced by the Master Servicer or
the Trustee, as applicable, pursuant to Section 4.03 in respect of such Distribution Date, and (b) all Balloon Payments
with respect to the Mortgage Loans to the extent received on or prior to the related Determination Date or such later date as would
permit inclusion in the Pooled Available Funds for such Distribution Date (or, with respect to each Mortgage Loan with a Due Date
occurring or a Grace Period ending after the related Determination Date, the related Due Date or last day of such Grace Period,
as applicable, to the extent received by the Master Servicer as of the Business Day preceding the related P&I Advance Date),
and to the extent not included in clause (a) above for the subject Distribution Date or included in the Scheduled Principal
Distribution Amount for any prior Distribution Date. The Scheduled Principal Distribution Amount from time to time shall include
all late payments of principal made by a Mortgagor with respect to the Mortgage Loans, including late payments in respect of a
delinquent balloon payment, received by the times described above in this definition, except to the extent those late payments
are otherwise available to reimburse the Master Servicer or the Trustee, as the case may be, for prior Advances, as described above.


 


All references to “Mortgage
Loan”, “Non-Serviced Mortgage Loan” or “Mortgage Loans” in this definition shall include, without
limitation, any REO Mortgage Loans, to the extent applicable.


 


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


 






     -138-


     


    

 


“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”: Any AB Whole Loan that is serviced under this Agreement. Each of the Yorkshire & Lexington Towers Whole
Loan and The Standard Highline NYC Whole Loan are Serviced AB Whole Loans with respect to the Trust.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     -139-


     


    

 


related
Servicing Shift Securitization Date, the Whole Loans identified as “Servicing Shift” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement other than any such Whole Loan that is an AB Whole Loan.


 


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


 


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


 


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


 


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


 


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


 


“Serviced Whole
Loan Remittance Date”: With respect to any Trust Subordinate Companion Loan, the Master Servicer Remittance Date, and
with respect to any other Serviced Companion Loan: (i) the date specified as the applicable remittance date (or equivalent concept)
in the related Intercreditor Agreement or (ii) if no such applicable remittance date (or equivalent concept) is so specified in
the related Intercreditor Agreement, then the earlier of (A) the Remittance Date and (B) if the Companion Loan has been included
in an Other Securitization, one (1) business day after the “determination date” (or any term substantially similar
thereto) as defined in the related Other Pooling and Servicing Agreement, in each case, as long as the date on which the remittance
is required is at least one (1) Business Day after the Due Date.


 


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


 


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


 


“Servicing Advances”:
All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and expenses
and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator, or the Trustee,
as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and in the case of a Serviced Mortgage
Loan, any related Serviced Companion Loans), 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


 






     -140-


     


    

 


each
of such clause (a) and clause (b), but not limited to, (x) the cost of (i) compliance with the Master Servicer’s
obligations set forth in Section 3.03(c), (ii) the preservation, restoration and protection of a Mortgaged Property, (iii)
obtaining any Insurance and Condemnation Proceeds or any Liquidation Proceeds of the nature described in clauses (i) –
(vi) of the definition of “Liquidation Proceeds,” (iv) any enforcement or judicial proceedings with respect
to a Mortgaged Property, including foreclosures and (v) the operation, leasing, management, maintenance and liquidation of any
REO Property and (y) any amount specifically designated herein to be paid as a “Servicing Advance”. Notwithstanding
anything to the contrary, “Servicing Advances” shall not include allocable overhead of the Master Servicer or the
Special Servicer, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related
expenses and similar internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase
of a Mortgage Loan or REO Property. None of the Master Servicer, the Special Servicer or the Trustee shall make any Servicing
Advance in connection with the exercise of any cure rights or purchase rights granted to the holder of a Serviced Companion Loan
under the related Intercreditor Agreement or this Agreement.


 


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


 


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


 


“Servicing Fee
Rate”: With respect to (a) each Mortgage Loan and any successor REO Loan, a per annum rate equal to the sum of
the rates set forth on the Mortgage Loan Schedule under the headings “Servicing Fee Rate” and “Subservicing Fee
Rate”, which rate includes, in each such case, the rate at which applicable master, primary and sub-servicing fees accrue,
in each case computed on the basis of the Stated Principal Balance of the related Mortgage Loan or any REO Loan in the same manner
in which interest is calculated in respect of such loans and (b) each Non-Serviced Mortgage Loan and each successor REO Mortgage
Loan, a per annum rate equal to the rate set forth on the Mortgage Loan Schedule under the heading “Servicing Fee
Rate”, which rate includes, in each such case, the rate at which applicable master servicing fees accrue, in each case computed
on the basis of the Stated Principal Balance of the related Mortgage Loan or REO Loan in the same manner in which interest is calculated
in respect of such loans. With respect to the Y&L Towers Trust Subordinate Companion Loan, the Standard Highline Trust Subordinate
Companion Loan, the Standard Highline Non-Trust Senior Subordinate Companion Loan and the Standard Highline Non-Trust Junior Subordinate
Companion Loan, the “Servicing Fee Rate” shall be a per annum rate equal to 0.0050%.


 


“Servicing File”:
A photocopy of all items required to be included in the Mortgage File, together with each of the following, to the extent such
items were actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan or a Trust Subordinate Companion
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


 






     -141-


     


    

 


copy
of any engineering reports or property condition reports; (ii) other than with respect to a hotel property (except with respect
to tenanted commercial space within a hotel property), copies of a rent roll and, for any office, retail, industrial or warehouse
property, a copy of all leases and estoppels and subordination and non-disturbance agreements delivered to the related Mortgage
Loan Seller; (iii) copies of related financial statements or operating statements; (iv) all legal opinions (excluding attorney-client
communications between the related Mortgage Loan Seller, and its counsel that are privileged communications or constitute legal
or other due diligence analyses), Mortgagor’s certificates and certificates of hazard insurance and/or hazard insurance
policies or other applicable insurance policies, if any, delivered in connection with the closing of the related Mortgage Loan;
(v) a copy of the Appraisal for the related Mortgaged Property(ies); (vi) the documents that were delivered by or on behalf of
the Mortgagor, which documents were required to be delivered in connection with the closing of the related Mortgage Loan; (vii)
for any Mortgage Loan that the related Mortgaged Property is leased to a single tenant, a copy of the lease; and (viii) a copy
of all environmental reports that were received by the applicable Mortgage Loan Seller, relating to the relevant Mortgaged Property.


 


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


 


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


 


“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 Lehigh Valley Mall Companion Loan identified as note
A-1-A will be a Servicing Shift Lead Note related to the Trust.


 


“Servicing Shift
Mortgage Loan”: With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust Fund that will
be serviced under this Agreement as


 






     -142-


     


    

 


of the
Closing Date, but the servicing of which is expected to shift to the pooling and servicing agreement entered into in connection
with the securitization of the related Servicing Shift Lead Note on and after the date of such securitization. As of the Closing
Date, the Lehigh Valley Mall Mortgage Loan will be a Servicing Shift Mortgage Loan related to the Trust.


 


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


 


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


 


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


 


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


 


(i)         with
respect to a Mortgage Loan or Companion Loan that is not a Balloon Mortgage Loan, (a) a payment default shall have occurred at
its original Maturity Date, or (b) if the original Maturity Date of such Mortgage Loan or Companion Loan has been extended as provided
herein, a payment default shall have occurred at such extended Maturity Date; or


 


(ii)        with
respect to each Mortgage Loan or Companion Loan that is a Balloon Mortgage Loan, the Balloon Payment is delinquent and the related
Mortgagor has not provided the Special Servicer, within sixty (60) days after the related Maturity Date, with a written and fully
executed (subject only to customary final closing conditions) written commitment for refinancing, from an acceptable lender, reasonably
satisfactory in form and substance to the Special Servicer (and the Special Servicer shall promptly forward such commitment to
the Master Servicer), which provides that such refinancing will occur within one hundred-twenty (120) days of such related Maturity
Date, provided that the Mortgage Loan and any related Companion Loan, as applicable, will become a Specially Serviced Loan
immediately if the related Mortgagor fails to diligently pursue such financing or to pay any Assumed Scheduled Payment (or Y&L


 






     -143-


     


    

 


Towers
Assumed Scheduled Payments, with respect to the Y&L Towers Trust Subordinate Companion Loan and the Standard Highline Assumed
Scheduled Payments, with respect to the Standard Highline Trust Subordinate Companion Loan) on the related Due Date (subject to
any applicable Grace Period) at any time before the refinancing or, if such refinancing does not occur, the related Mortgage Loan
and any related Companion Loan, as applicable, will become a Specially Serviced Loan at the end of such 120-day period (or for
such shorter period beyond the date on which that Balloon Payment was due within which the refinancing is scheduled to occur pursuant
to the commitment for refinancing or on which such commitment terminates); or


 


(iii)       any
Periodic Payment (other than a Balloon Payment) is more than sixty (60) days delinquent (unless, in the case of a Mortgage Loan
with a related Subordinate Companion Loan or mezzanine debt, prior to such Periodic Payment becoming more than sixty (60) days
delinquent the holders of the related Subordinate Companion Loan or the holders of related mezzanine debt, as applicable, cures
such delinquency, subject to the terms and provisions of the related Intercreditor Agreement); or


 


(iv)       the
Master Servicer or the Special Servicer makes a judgment (and with respect to any Mortgage Loan other than an Excluded Loan as
to such party, with the consent, prior to the occurrence and continuance of any Control Termination Event, of the Directing Holder),
that a payment default (other than a Balloon Payment default) is imminent or reasonably foreseeable and is not likely to be cured
by the related Mortgagor within sixty (60) days; or


 


(v)        the
related Mortgagor has entered into or consents to bankruptcy, the appointment of a conservator or receiver or a similar insolvency
proceeding, or such Mortgagor has become the subject of a decree or order for that proceeding (provided that if the appointment,
decree or order is stayed or discharged, or the case is dismissed within sixty (60) days, the related Mortgage Loan and any related
Companion Loan shall not be considered a Specially Serviced Loan during that period); or such Mortgagor has admitted in writing
its inability to pay its debts generally as they become due; or


 


(vi)       a
default of which the Master Servicer or the Special Servicer, as applicable, has notice (other than a failure by such Mortgagor
to pay principal or interest) and which the Master Servicer or Special Servicer (in the case of the Special Servicer, with respect
to any Mortgage Loan other than an Excluded Loan as to such party, prior to the occurrence and continuance of any Control Termination
Event, with the consent of the applicable Directing Holder) determines in its good faith reasonable judgment may materially and
adversely affect the interests of the Certificateholders (and, with respect to any Serviced Whole Loan, the interests of the Certificateholders
and the holders of the related Companion Loans as a collective whole (taking into account the subordinate or pari passu
nature of any related Companion Loans, as applicable), has occurred and remained unremedied for the applicable Grace Period specified
in the related


 






     -144-


     


    

 


Mortgage
Loan or related Companion Loan documents, other than the failure to maintain terrorism insurance if such failure constitutes an
Acceptable Insurance Default (or if no Grace Period is specified for those defaults which are capable of cure, for sixty (60)
days); or


 


(vii)      the
Master Servicer or the Special Servicer has received notice of the foreclosure or proposed foreclosure of any lien other than the
Mortgage on the related Mortgaged Property; or


 


(viii)     the
Master Servicer or the Special Servicer (and with respect to any Mortgage Loan other than an Excluded Loan as to such Party, prior
to the occurrence and continuance of any Control Termination Event, with the consent of the applicable Directing Holder) determines
that (i) a payment default (other than a Balloon Payment default and other than as described in clause (iv) above) under
a Mortgage Loan or related Companion Loan is imminent or reasonably foreseeable, (ii) such default will materially impair the value
of the corresponding Mortgaged Property as security for the Mortgage Loan or any related Companion Loan or otherwise materially
adversely affect the interests of Certificateholders (and, with respect to a Serviced Whole Loan, the interest of the Certificateholders
and the related Companion Holders, as a collective whole (taking into account the subordinate or pari passu nature of any
related Companion Loans), and (iii) the default is likely to continue unremedied for the applicable cure period under the terms
of the Mortgage Loan or related Companion Loan, or, if no cure period is specified and the default is capable of being cured, for
thirty (30) days (provided that such 30-day grace period does not apply to a default that gives rise to immediate acceleration
without application of a grace period under the terms of the Mortgage Loan or related Companion Loan); provided that any
determination that a Servicing Transfer Event has occurred under this clause (viii) with respect to any Mortgage Loan or
related Companion Loan solely by reason of the failure (or imminent failure) of the related Mortgagor to maintain or cause to be
maintained insurance coverage against damages or losses arising from acts of terrorism may only be made by the Special Servicer
(other than with respect to an Excluded Loan as to such Party and prior to the occurrence and continuance of any Control Termination
Event, with the consent of the Directing Holder and upon consultation with the Risk Retention Consultation Party);


 






     -145-


     


    

 


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


 


“Significant
Obligor”: As defined in Section 11.12.


 


“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).


 


“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).


 


“Sole Certificateholder”:
Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or a Holder, or Holders acting in
unanimity, of a Definitive Certificate holding 100% of the then-outstanding Class D, Class E, Class X-E, Class F, Class NR, Class
UES-A, Class UES-X, Class UES-B, Class UES-C, Class UES-D, Class STN-A, Class STN-B, Class STN-X and Class STN-C Certificates;
provided, however, that the Certificate Balances and/or Notional Amounts, as applicable, of the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class C 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, CWCapital Asset Management LLC, or its successor in interest, 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) of this Agreement, 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 each REO Loan on a loan-by-loan basis (other than a Non-Serviced
Mortgage Loan), (a) 0.25% per annum computed on the basis of the Stated Principal Balance of the related


 






     -146-


     


    

 


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 (i) $3,500 or (ii) with respect
to any Mortgage Loan with respect to which the Risk Retention Consultation Party is entitled to consult with the Special Servicer,
for so long as the related Mortgage Loan is a Specially Serviced Loan, and during the continuance of a Consultation Termination
Event, $5,000, in each case, for such month with respect to such Specially Serviced Loan or REO Property.


 


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


 


“Specific Grantor
Trust Assets”: The Class A-1 Specific Grantor Trust Assets, Class A-2 Specific Grantor Trust Assets, Class A-SB Specific
Grantor Trust Assets, Class A-S Specific Grantor Trust Assets, Class A-3 Specific Grantor Trust Assets, Class A-4 Specific Grantor
Trust Assets, Class A-5 Specific Grantor Trust Assets, Class X-A Specific Grantor Trust Assets, Class X-B Specific Grantor Trust
Assets, Class B Specific Grantor Trust Assets, Class C Specific Grantor Trust Assets, Class X-E Specific Grantor Trust Assets,
Class D Specific Grantor Trust Assets, Class E Specific Grantor Trust Assets, Class F Specific Grantor Trust Assets, Class NR Specific
Grantor Trust Assets, Class Z Specific Grantor Trust Assets, Class STN-A Specific Grantor Trust Assets, Class STN-B Specific Grantor
Trust Assets, STN-X Specific Grantor Trust Assets, Class STN-C Specific Grantor Trust Assets, Class UES-A Specific Grantor Trust
Assets, Class UES-B Specific Grantor Trust Assets, Class UES-C Specific Grantor Trust Assets, Class UES-D Specific Grantor Trust
Assets, UES-X Specific Grantor Trust Assets, Class V1-A Specific Grantor Trust Assets, Class V1-B Specific Grantor Trust Assets,
Class V1-D Specific Grantor Trust Assets, Class V1-E Specific Grantor Trust Assets, Class V1-F Specific Grantor Trust Assets, Class
V1-Z Specific Grantor Trust Assets, Class V1-STNA Specific Grantor Trust Assets, Class V1-STNC Specific Grantor Trust Assets, Class
V1-UESA Specific Grantor Trust Assets, Class V1-UESD Specific Grantor Trust Assets, Class V2-Z Specific Grantor Trust Assets, Class
V2-A Specific Grantor Trust Assets, Class V2-UES Specific Grantor Trust Assets and Class V2-STN Specific Grantor Trust Assets.


 


“Sponsors”:
The Mortgage Loan Sellers.


 


“Standard Highline
Assumed Scheduled Payment”: For any Collection Period and with respect to the Standard Highline Trust Subordinate Companion
Loan if it is delinquent in respect of its Balloon Payment, an amount equal to the sum of (a) the principal portion of the Periodic
Payment that would have been due on the Standard Highline Trust Subordinate Companion Loan on the related Due Date based on the
constant payment required by the related Mortgage Note or the original amortization schedule of the Standard Highline Trust Subordinate
Companion 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
the Standard Highline Trust Subordinate Companion Loan in connection with a default or bankruptcy (or similar proceeding), and/or
the related Mortgaged Property has not become an REO Property, and


 






     -147-


     


    

 


(b) interest
on the Stated Principal Balance of the Standard Highline Trust Subordinate Companion Loan at the applicable Mortgage Rate (net
of interest at the Servicing Fee Rate).


 


“Standard Highline
Base Interest Fraction”: With respect to any Principal Prepayment on the Standard Highline Trust Subordinate Companion
Loan and with respect to each of the Class STN-A, Class STN-B and Class STN-C Certificates, a fraction (a) whose numerator is an
amount equal to the difference between (i) the Pass-Through Rate on such Class of Certificates and (ii) the discount rate used
in accordance with the related Mortgage Loan documents in calculating the Yield Maintenance Charge with respect to such Principal
Prepayment on the Standard Highline Trust Subordinate Companion Loan and (b) whose denominator is the greater of zero and an amount
equal to the difference between (i) the Mortgage Rate on the Standard Highline Trust Subordinate Companion 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, under no circumstances shall the Standard Highline Base Interest Fraction
be greater than one or less than zero. However, if such discount rate is greater than or equal to the lesser of the Mortgage Rate
on the Standard Highline Trust Subordinate Companion Loan and the Pass-Through Rate on such Class of Certificates, then the Standard
Highline Base Interest Fraction will equal zero; provided that if such discount rate is greater than or equal to the Mortgage
Rate on the Standard Highline Trust Subordinate Companion Loan and is less than the Pass-Through Rate on such Class of Certificates,
then the Standard Highline Base Interest Fraction will be one (1). The Master Servicer shall provide to the Certificate Administrator
the discount rate referenced above for purposes of calculating the Standard Highline Base Interest Fraction.


 


“Standard Highline
Control Termination Event”: The Standard Highline Non-Trust Junior Subordinate Control Termination Event, Standard Highline
Non-Trust Senior Subordinate Control Termination Event or Standard Highline Trust Subordinate Control Termination Event, as applicable.


 


“Standard Highline
Controlling Class Certificateholder”: Each holder (or Certificate Owner, if applicable) of a Certificate of the Standard
Highline Controlling Class as determined by the Certificate Registrar from time to time, upon request by any party hereto.


 


“Standard Highline
Controlling Class”: As of any date will be the most subordinate Class of the Class STN-A, Class STN-B and Class STN-C
Regular Interests 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.


 


“Standard Highline
Directing Certificateholder”: The Standard Highline Controlling Class Certificateholder selected by a majority of the
Standard Highline Controlling Class (by Certificate Balance, as certified by the Certificate Registrar from time to time). After
the occurrence and during the continuation of a Standard Highline Trust Subordinate Companion Loan Control Termination Event, there
will be no Standard Highline Directing Certificateholder. The Depositor shall promptly provide the name and contact information
for the initial Standard Highline 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


 






     -148-


     


    

 


Depositor.
The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of the Standard Highline
Directing Certificateholder has not changed until such parties receive written notice of a replacement of the Standard Highline
Directing Certificateholder from a party holding the requisite interest in the Standard Highline Controlling Class (as confirmed
by the Certificate Registrar), or the resignation of the then-current Standard Highline Directing Certificateholder.


 


“Standard Highline
Directing Holder”: As of any date of determination, means: (i) initially, the Holder of the Standard Highline Non-Trust
Junior Subordinate Companion Loan; (ii) if a Standard Highline Non-Trust Junior Subordinate Companion Loan Control Appraisal Period
has occurred and is continuing, but a Standard Highline Non-Trust Senior Subordinate Companion Loan Control Appraisal Period has
not occurred and is not continuing, the Holder of the Standard Highline Non-Trust Senior Subordinate Companion Loan; and (iii)
if a Standard Highline Non-Trust Senior Subordinate Companion Loan Control Appraisal Period has occurred and is continuing, but
a Standard Highline Trust Subordinate Companion Loan Control Termination Event has not occurred and is not continuing, the Standard
Highline Directing Certificateholder (or its representative).


 


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


 


“Standard Highline
Loan-Specific Certificates”: The Class STN-A, Class STN-B, Class STN-X and Class STN-C Certificates, collectively.


 


“Standard Highline
Loan-Specific Certificateholder”: A Certificateholder of a Standard Highline Loan-Specific Certificate.


 


“Standard Highline
Loan-Specific Regular Interests”: Any of the Class STN-A, Class STN-B, Class STN-X and Class STN-C Regular Interests.


 


“The Standard
Highline NYC Mortgage Loan”: With respect to The Standard Highline NYC Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 7 on the Mortgage Loan Schedule), which is designated as promissory note A-A.


 


“The Standard
Highline NYC Mortgaged Property”: The Mortgaged Property that secures The Standard Highline NYC Whole Loan.


 


“Standard Highline
Non-Reduced Certificates”: As of any date of determination, any Class of the Standard Highline Loan-Specific Certificates
that are Non-Reduced Certificates.


 


“Standard Highline
Non-Trust Junior Subordinate Companion Loan”: With respect to The Standard Highline NYC Whole Loan, the Companion Loan
evidenced by the promissory note B-B made by the related Mortgagor and secured by the Mortgage on The Standard Highline NYC Mortgaged
Property, which is not included in the Trust and which is subordinate in right of payment to The Standard Highline NYC Mortgage
Loan, the Standard


 






     -149-


     


    

 


Highline
Trust Subordinate Companion Loan and the Standard Highline Non-Trust Senior Subordinate Companion Loan to the extent set forth
in the related Mortgage Loan documents and as provided in the Standard Highline Intercreditor Agreement.


 


“Standard Highline
Non-Trust Junior Subordinate Companion Loan Control Appraisal Period”: With respect to The Standard Highline NYC Whole
Loan, shall be deemed to exist if and for so long as: (1)(a)(i) the initial unpaid principal balance of the Standard Highline Non-Trust
Junior Subordinate Companion Loan minus (ii) the sum (without duplication) of (x) any payments of principal (whether as principal
prepayments or otherwise) allocated to, and received on, the Standard Highline Non-Trust Junior Subordinate Companion Loan, (y)
any Appraisal Reduction Amount for The Standard Highline NYC Whole Loan that is allocated to the Standard Highline Non-Trust Junior
Subordinate Companion Loan and (z) any losses realized with respect to The Standard Highline NYC Mortgaged Property or The Standard
Highline NYC Whole Loan that are allocated to the Standard Highline Non-Trust Junior Subordinate Companion Loan, plus (iii) the
Standard Highline Threshold Event Collateral is less than (b) 25% of the of the remainder of the (i) initial unpaid principal balance
of the Standard Highline Non-Trust Junior Subordinate Companion Loan less (ii) any payments of principal (whether as principal
prepayments or otherwise) allocated to, and received by, the Holder of the Standard Highline Non-Trust Junior Subordinate Companion;
or (2) any interest in the Standard Highline Non-Trust Junior Subordinate Companion Loan is held by the related borrower or a Borrower
Party, or the related borrower or a Borrower Party would otherwise be entitled to exercise the rights of the Standard Highline
Non-Trust Junior Subordinate Companion Loan Holder as the Standard Highline Directing Holder.


 


“Standard Highline
Non-Trust Senior Subordinate Companion Loan”: With respect to The Standard Highline NYC Whole Loan, the Companion Loan
evidenced by the promissory note B-A made by the related Mortgagor and secured by the Mortgage on The Standard Highline NYC Mortgaged
Property, which is not included in the Trust and which is subordinate in right of payment to The Standard Highline NYC Mortgage
Loan and the Standard Highline Trust Subordinate Companion Loan to the extent set forth in the related Mortgage Loan documents
and as provided in the Standard Highline Intercreditor Agreement.


 


“Standard Highline
Non-Trust Senior Subordinate Companion Loan Control Appraisal Period”: With respect to The Standard Highline NYC Whole
Loan, shall be deemed to exist if and for so long as: (1)(a)(i) the initial unpaid principal balance of the Standard Highline Non-Trust
Senior Subordinate Companion Loan minus (ii) the sum (without duplication) of (x) any payments of principal (whether as principal
prepayments or otherwise) allocated to, and received on, the Standard Highline Non-Trust Senior Subordinate Companion Loan, (y)
any Appraisal Reduction Amount for The Standard Highline NYC Whole Loan that is allocated to the Standard Highline Non-Trust Senior
Subordinate Companion Loan and (z) any losses realized with respect to The Standard Highline NYC Mortgaged Property or The Standard
Highline NYC Whole Loan that are allocated to the Standard Highline Non-Trust Senior Subordinate Companion Loan, plus (iii) the
Standard Highline Threshold Event Collateral is less than (b) 25% of the of the remainder of the (i) initial unpaid principal balance
of the Standard Highline Non-Trust Senior Subordinate Companion Loan less (ii) any payments of principal (whether as principal
prepayments or otherwise) allocated to, and received by, the Holder of the Standard Highline Non-Trust Senior Subordinate Companion;
or (2) any interest in the Standard


 






     -150-


     


    

 


Highline
Non-Trust Senior Subordinate Companion Loan is held by the related borrower or a Borrower Party, or the related borrower or a
Borrower Party would otherwise be entitled to exercise the rights of the Standard Highline Non-Trust Senior Subordinate Companion
Loan Holder as the Standard Highline Directing Holder.


 


“Standard Highline
Non-Trust Subordinate Companion Loans”: Collectively, the Standard Highline Non-Trust Senior Subordinate Companion Loan
and the Standard Highline Non-Trust Senior Subordinate Companion Loan.


 


“Standard Highline
Principal Distribution Amount”: With respect to any Distribution Date and the Standard Highline Loan-Specific Certificates,
an amount equal to the sum of the following amounts: (a) the Standard Highline Principal Shortfall for such Distribution Date,
(b) the Standard Highline Scheduled Principal Distribution Amount for such Distribution Date and (c) the Standard Highline Unscheduled
Principal Distribution Amount for such Distribution Date; provided that the Standard Highline Principal Distribution Amount
for any Distribution Date shall be reduced, to not less than zero, by the amount of any reimbursements of (A) Nonrecoverable Advances,
with interest on such Nonrecoverable Advances at the Reimbursement Rate that are paid or reimbursed from principal collections
on the Standard Highline Trust Subordinate Companion Loan in a period during which such principal collections would have otherwise
been included in the Standard Highline Principal Distribution Amount for such Distribution Date and (B) Workout-Delayed Reimbursement
Amounts paid or reimbursed from principal collections on the Standard Highline Trust Subordinate Companion Loan in a period during
which such principal collections would have otherwise been included in the Standard Highline 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 Standard Highline Trust Subordinate Companion Loan (including the portion of
the REO Loan allocable to the Standard Highline Trust Subordinate Companion Loan) are subsequently recovered on the Standard Highline
Trust Subordinate Companion Loan (or the portion of the REO Loan allocable to the Standard Highline Trust Subordinate Companion
Loan), such recovery will increase the Standard Highline Principal Distribution Amount for the Distribution Date related to the
period in which such recovery occurs).


 


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


 


“Standard Highline
Realized Loss”: With respect to the Standard Highline Loan-Specific Certificates, the Standard Highline Realized Loss
(as defined in Section 4.04(a)).


 


“Standard Highline
Scheduled Principal Distribution Amount”: With respect to any Distribution Date and the Standard Highline Trust Subordinate
Companion Loan, the aggregate of the principal portions of the following: (a) all Periodic Payments (excluding


 






     -151-


     


    

 


Balloon
Payments) due in respect of the Standard Highline Trust Subordinate Companion Loan 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 the applicable Certificateholders), prior to, the related Collection Period, and all Standard Highline Assumed Scheduled Payments
with respect to the Standard Highline Trust Subordinate Companion Loan for the related Collection Period, in each case to the
extent either (i) paid by the related Mortgagor as of the related Determination Date or such later date as would permit inclusion
in the Standard Highline Trust Subordinate Companion Loan Available Funds for such Distribution Date (or, with respect to the
Standard Highline Trust Subordinate Companion 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) or (ii) advanced by the Master Servicer or the Trustee, as applicable,
pursuant to Section 4.03 in respect of such Distribution Date, and (b) all Balloon Payments with respect to the Standard
Highline Trust Subordinate Companion Loan to the extent received on or prior to the related Determination Date or such later date
as would permit inclusion in the Standard Highline Trust Subordinate Companion Loan Available Funds for such Distribution Date
(or, with respect to any Standard Highline Trust Subordinate Companion 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 Standard Highline Scheduled Principal Distribution Amount for
any prior Distribution Date. The Standard Highline Scheduled Principal Distribution Amount from time to time shall include all
late payments of principal made by the related Mortgagor with respect to the Standard Highline Trust Subordinate Companion Loan,
including late payments in respect of a delinquent balloon payment, received by the times described above in this definition,
except to the extent those late payments are otherwise available to reimburse the Master Servicer or the Trustee, as the case
may be, for prior Advances.


 


“Standard Highline
Trust Subordinate Companion Loan”: With respect to The Standard Highline NYC Whole Loan, the Companion Loan evidenced
by the promissory note A-B made by the related Mortgagor and secured by the Mortgage on The Standard Highline NYC Mortgaged Property,
which is included in the Trust and which is subordinate in right of payment to The Standard Highline NYC Mortgage Loan to the extent
set forth in the related Mortgage Loan documents and as provided in the Standard Highline Intercreditor Agreement.


 


“Standard Highline
Trust Subordinate Companion Loan Available Funds”: With respect to any Distribution Date, in respect of the Standard
Highline Trust Subordinate Companion Loan, an amount equal to the sum of (without duplication) (which, for the avoidance of doubt,
will not include any amounts received in respect of the Mortgage Loans):


 


(a)       the aggregate
amount of all cash received on the Standard Highline Trust Subordinate Companion Loan (including the portion of Loss of Value Payments
deposited into the Collection Account pursuant to Section 3.05(h) of this Agreement) and any REO Property (including Compensating
Interest Payments with respect to the Standard Highline Trust Subordinate Companion Loan to be deposited by the Master


 






     -152-


     


    

 


Servicer
pursuant to Section 3.17(a)) on deposit in the related 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 holder of any Mortgage Loan, any other
Companion Loan or the holders of the Pooled Certificates), of the as of the related P&I Advance Date, exclusive of (without
duplication):


 


(i)        all
Periodic Payments paid by the Mortgagor with respect to the Standard Highline Trust Subordinate Companion 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 Standard Highline Trust Subordinate Companion Loan), Liquidation Proceeds, Insurance and Condemnation Proceeds
and other unscheduled recoveries, in each case, received subsequent to the related Determination Date (or, with respect to voluntary
Principal Prepayments for the Standard Highline Trust Subordinate Companion Loan with a Due Date occurring after the related Determination
Date, subsequent to the related Due Date and other than the monthly remittance thereon) allocable to the Standard Highline Trust
Subordinate Companion Loan;


 


(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 Standard Highline Trust Subordinate Companion Loan and any Distribution Date 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 the Standard Highline Trust Subordinate Companion
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 related to the Standard Highline Trust Subordinate
Companion Loan;


 


(v)       all
Yield Maintenance Charges allocable to the Standard Highline Trust Subordinate Companion Loan;


 


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


 


(vii)     any
Penalty Charges allocable to the Standard Highline Trust Subordinate Companion Loan;


 






     -153-


     


    

 


(b)       if
and to the extent not already included in clause (a) hereof, the aggregate amount transferred from the REO Account allocable
to the Standard Highline Trust Subordinate Companion Loan to the related Collection Account for such Distribution Date pursuant
to Section 3.14(c);


 


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


 


(d)       with
respect to the Standard Highline Trust Subordinate Companion Loan and any Distribution Date occurring in each March (or February,
if the related Distribution Date is the final Distribution Date), the Withheld Amounts related to the Standard Highline Trust Subordinate
Companion Loan to be remitted to the Lower-Tier REMIC Distribution Account in respect of the Standard Highline Trust Subordinate
Companion Loan.


 


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


 


“Standard Highline
Trust Subordinate Companion Loan Control Termination Event”: With respect to the Standard Highline Trust Subordinate
Companion Loan, shall be deemed to exist with respect to The Standard Highline NYC Whole Loan, if and for so long as: (1)(a)(i)
the initial unpaid principal balance of the Standard Highline Trust Subordinate Companion Loan minus (ii) the sum (without duplication)
of (x) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received on, the Standard Highline
Trust Subordinate Companion Loan, (y) any Appraisal Reduction Amount for The Standard Highline NYC Whole Loan that is allocated
to the Standard Highline Trust Subordinate Companion Loan and (z) any losses realized with respect to The Standard Highline NYC
Mortgaged Property or The Standard Highline NYC Whole Loan that are allocated to the Standard Highline Trust Subordinate Companion
Loan, plus (iii) the Standard Highline Threshold Event Collateral is less than (b) 25% of the of the remainder of the (i) initial
unpaid principal balance of the Standard Highline Trust Subordinate Companion Loan less (ii) any payments of principal (whether
as principal prepayments or otherwise) allocated to, and received by, the Standard Highline Trust Subordinate Companion Loan Noteholder;
or (2) any interest in the Standard Highline Trust Subordinate Companion Loan is held by the related borrower or a Borrower Party,
or the related borrower or a Borrower Party would otherwise be entitled to exercise the rights of the Standard Highline Trust Subordinate
Companion Loan Holder as the Standard Highline Directing Holder.


 






     -154-


     


    

 


“Standard Highline
Trust Subordinate Companion Loan REMIC”: One of four separate REMICs comprising a portion of the Trust Fund, which consists
of the Standard Highline Trust Subordinate Companion Loan and the proceeds thereof, any allocable portion of REO Property with
respect thereto, the related portions of the REO Account, and the Standard Highline Trust Subordinate Companion Loan REMIC Distribution
Account.


 


“Standard Highline
Trust Subordinate Companion Loan REMIC Distribution Account”: With respect to the Standard Highline Trust Subordinate
Companion Loan, the segregated trust account or accounts created and maintained as a separate account or accounts by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.05(g) of this Agreement, which shall 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 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2017-CX10, Standard Highline Trust Subordinate Companion Loan REMIC Distribution Account,” and which must be an Eligible
Account or a subaccount of an Eligible Account.


 


“Standard Highline
Trust Subordinate Companion Loan REMIC Distribution Amount”: As defined in Section 4.01(g).


 


“Standard Highline
Trust Subordinate Companion Loan REMIC Regular Interests”: Any of the Class LSTN-A, Class LSTN-B and Class LSTN-C Uncertificated
Interests, as applicable.


 


“Standard Highline
Unscheduled Principal Distribution Amount”: With respect to any Distribution Date and the Standard Highline Trust Subordinate
Companion Loan, the aggregate of the following: (a) all Principal Prepayments received on the Standard Highline Trust Subordinate
Companion Loan during the applicable one-month period ending on the related Determination Date and (b) the principal portions of
all Liquidation Proceeds, Insurance and Condemnation Proceeds and, if applicable, REO Revenues received with respect to the Standard
Highline Trust Subordinate Companion Loan and any REO loan allocable to the Standard Highline Trust Subordinate Companion Loan
during the applicable one-month period ending on the related Determination Date, but in each case only to the extent that such
principal portion represents a recovery of principal for which no advance was previously made pursuant to Section 4.03 in
respect of a preceding Distribution Date; provided that all such Liquidation Proceeds and Insurance and Condemnation Proceeds
shall be reduced by any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees payable as of the date of receipt of such
proceeds, any amount related to the Loss of Value Payments to the extent that such amount was transferred into the Collection Account
during the applicable one-month period ending on the related Determination Date, accrued interest on Advances and other additional
Trust Fund expenses incurred in connection with the Standard Highline Trust Subordinate Companion Loan and payable as of the date
of receipt of such proceeds, thus reducing the Unscheduled Principal Distribution Amount.


 






     -155-


     


    

 


“Standard Highline
VRR Interest”: Collectively, the Standard Highline Loan-Specific Certificates described in the following table (as such
Certificates may be exchanged as provided for in Section 5.09):


 


	
        Class 
	
        Initial
Certificate Balance/

Notional Amount/Percentage Interest to be Retained by NREC 

	Class STN-A 	$ 1,053,500
	Class STN-B 	$ 990,500
	Class STN-X 	$ 2,044,000
	Class STN-C 	$ 876,000


 


“Standard Highline
Whole Loan”: The Standard Highline NYC Mortgage Loan, together with the Standard Highline Trust Subordinate Companion
Loan and the Standard Highline Non-Trust Subordinate Companion Loans, each of which is secured by the same Mortgage on The Standard
Highline NYC Mortgaged Property.


 


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


 


“Stated Principal
Balance”: With respect to any Mortgage Loan or Trust Subordinate Companion Loan as of any date of determination, an amount
equal to (x) the Cut-off Date Balance of such Mortgage Loan or Trust Subordinate Companion 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 or Trust Subordinate Companion 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 or Trust Subordinate Companion 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
or Trust Subordinate Companion 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


 






     -156-


     


    

 


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


 


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


 


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


 


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


 


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


 


With respect to each
Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Companion
Loan as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall be the sum of the Stated
Principal Balances of the related Mortgage Loan and the related Companion Loan on such date.


 


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


 


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


 






     -157-


     


    

 


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


 


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


 


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


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans and Trust Subordinate Companion 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 the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and interest
due during or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans are substituted
(at the same time by the same Mortgage Loan Seller) for one or more removed Mortgage Loans, the Substitution Shortfall Amount shall
be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan(s) being
replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


 


“Surviving Entity”:
As defined in Section 6.03(b).


 


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


 


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


 


“Termination
Purchase Amount”: The sum of (1) the aggregate Purchase Price of all the Mortgage Loans and Trust Subordinate Companion
Loans (exclusive of Specially Serviced Loans and REO Loans) then included in the issuing entity, (2) the appraised value of


 






     -158-


     


    

 


the issuing
entity’s portion of all REO Properties then included in the issuing entity (which fair market value for any REO Property
may be less than the Purchase Price for the corresponding REO Loan), as determined by an appraiser selected by the Special Servicer
and approved by the Master Servicer and the Controlling Class, (3) the fair value of each Specially Serviced Loan as determined
by the Special Servicer consistent with procedures required for making such determinations in connection with the sale of a Defaulted
Loan under this Agreement, and (4) if the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under
the terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related property, as determined
by the related Non-Serviced Master Servicer in accordance with clause (2) above.


 


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


 


“The Boulders
Resort & Spa Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of September 29, 2017
by and between the holders of the respective promissory notes evidencing The Boulders Resort & Spa Whole Loan, setting forth
the relative rights of such holders, as the same may be amended in accordance with the terms thereof.


 


“Third Party
Purchaser”: Eightfold Real Estate Capital Fund V, L.P. or any Person that purchases the Certificates comprising the Required
Third Party Purchaser Retention Amount in accordance with this Agreement and applicable laws and regulations.


 


“Third Party
Purchaser 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.


 


“Totowa Commerce
Center Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of November 16, 2017, by and between the
holders of the respective promissory notes evidencing the Totowa Commerce Center Whole Loan, setting forth the relative rights
of such holders, as the same may be amended in accordance with the terms thereof.


 


“Tranche Percentage
Interest”: (i) For any Certificate (other than a Class V1-Z, Class V2-Z or Class Z Certificate) in relation to a Class
of Certificates is the ratio, expressed as a percentage, of (a) the initial denomination of that Certificate to (b) the Initial
Maximum Balance of that Class of Certificates and (ii) any Class V1-Z, Class V2-Z or Class Z Certificate in relation to the Class
Z Certificates is the percentage interest evidenced by such Certificate.


 


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


 


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


 


“Transfer Restriction
Period”: (A) With respect to the Pooled Certificates, the period from the Closing Date to the earlier of (a) to the latest
of (i) the date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans has been reduced to


 






     -159-


     


    

 


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 Pooled Principal Balance Certificates has been reduced to 33.0% of the aggregate outstanding principal balance of the Pooled
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), 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 or the VRR Interest, as applicable; provided that such restrictions shall also expire on the date
on which all Mortgage Loan have been defeased in accordance with the risk retention requirements set forth in §244.7(b)(8)(i)
of the Credit Risk Retention Rules, (B) with respect to the Y&L Towers Loan-Specific Certificates, the period from the Closing
Date to the earlier of (a) to the latest of (i) the date on which the aggregate unpaid principal balance of the outstanding Y&L
Towers Trust Subordinate Companion Loan has been reduced to 33.0% of the aggregate Cut-off Date Balance of the Y&L Towers
Trust Subordinate Companion Loan; (ii) the date on which the aggregate outstanding principal balance of the Y&L Towers Loan-Specific
Certificates has been reduced to 33.0% of the aggregate outstanding principal balance of the Y&L Towers Loan-Specific 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), 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 Y&L Towers VRR
Interest and (C) with respect to the Standard Highline Loan-Specific Certificates, the period from the Closing Date to the earlier
of (a) to the latest of (i) the date on which the aggregate unpaid principal balance of the outstanding the Standard Highline
Trust Subordinate Companion Loan has been reduced to 33.0% of the aggregate Cut-off Date Balance of the Standard Highline Trust
Subordinate Companion Loan; (ii) the date on which the aggregate outstanding principal balance of the Standard Highline Loan-Specific
Certificates has been reduced to 33.0% of the aggregate outstanding principal balance of the Standard Highline Loan-Specific 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), 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 Standard Highline
VRR Interest, as applicable.


 


“Transferable
Servicing Interest”: The amount by which the Servicing Fee otherwise payable to the Master Servicer hereunder exceeds
the sum of (i) the Primary Servicing Fee and (ii) the amount of the Servicing Fee calculated using the Retained Fee Rate, which
is subject to reduction by the Trustee pursuant to Section 3.11(a) of this Agreement.


 


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


 


“Transferee
Affidavit”: As defined in Section 5.03(o)(ii).


 






     -160-


     


    

 


“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 2017-CX10 Commercial Mortgage
Trust”.


 


“Trust Fund”:
The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans and Trust Subordinate
Companion 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 and the Trust Subordinate Companion 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 and the Trust Subordinate Companion
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 and Trust Subordinate Companion 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 Trust Subordinate Companion Loan REMIC Distribution Accounts, the Regular Interest
Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to
the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase
Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Trust Subordinate Companion
Loan REMIC Regular Interests, (xiii) the Regular Interests and (xiv) 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.


 






     -161-


     


    

 


“Trust Subordinate
Companion Loan”: Any of the Y&L Towers Trust Subordinate Companion Loan or the Standard Highline Trust Subordinate
Companion Loan, as applicable.


 


“Trust Subordinate
Companion Loan REMIC”: Any of the Y&L Towers Trust Subordinate Companion Loan REMIC or the Standard Highline Trust
Subordinate Companion Loan REMIC, as applicable.


 


“Trust Subordinate
Companion Loan REMIC Distribution Account”: Any of the Y&L Towers Trust Subordinate Companion Loan REMIC Distribution
Account or the Standard Highline Trust Subordinate Companion Loan REMIC Distribution Account, as applicable.


 


“Trust Subordinate
Companion Loan REMIC Distribution Amount”: Any of the Y&L Towers Trust Subordinate Companion Loan REMIC Distribution
Amount or the Standard Highline Trust Subordinate Companion Loan REMIC Distribution Amount, as applicable.


 


“Trust Subordinate
Companion Loan REMIC Regular Interest”: Any of the Y&L Towers Trust Subordinate Companion Loan REMIC Regular Interest
or the Standard Highline Trust Subordinate Companion Loan REMIC Regular Interest, as applicable.


 


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


 


“UCC”:
The Uniform Commercial Code, as enacted in each applicable state (and, if applicable, the District of Columbia).


 


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


 


“Underwriters”:
Credit Suisse Securities (USA) LLC and Natixis Securities Americas 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.


 






     -162-


     


    

 


“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
Pooled 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 Pooled Available Funds for such Distribution Date), but in each case
only to the extent that such principal portion represents a recovery of principal for which no advance was previously made pursuant
to Section 4.03 in respect of a preceding Distribution Date; provided that all such Liquidation Proceeds and Insurance
and Condemnation Proceeds shall be reduced by any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees payable as of
the date of receipt of such proceeds, any amount related to the Loss of Value Payments to the extent that such amount was transferred
into the Collection Account during the applicable one-month period ending on the related Determination Date, accrued interest on
Advances and other additional Trust Fund expenses incurred in connection with the related Mortgage Loan and payable as of the date
of receipt of such proceeds, thus reducing the Unscheduled Principal Distribution Amount.


 


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


 


“Upper-Tier
REMIC”: One of the four separate REMICs comprising the Trust, the assets of which consist of the Lower-Tier Regular Interests,
the Trust Subordinate Companion Loan REMIC 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 2017-CX10 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX10, 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






 






     -163-


     


    

  


Regulations, certain trusts in existence
on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows: (i) 0% in the
case of the Class Z and Class R Certificates, (ii) 2% in the case of the Class X-A, Class X-B, Class X-E, Class UES-X and Class
STN-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), the Operating Advisor pursuant to Section 3.26(i) or the Asset Representations
Reviewer pursuant to Section 12.05, taking into account any notional reduction in the Certificate Balance for Cumulative
Appraisal Reduction Amounts allocated to the Principal Balance Certificates pursuant to Section 4.05(a) hereof) of such
Class, in each case, determined as of the Distribution Date immediately preceding such time, and the denominator of which is equal
to the aggregate Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove the
Special Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(i), taking into account
any notional reduction in the Certificate Balance for Cumulative Appraisal Reduction Amounts allocated to the Principal Balance
Certificates pursuant to Section 4.05(a) hereof) of the Principal Balance Certificates (or, if with respect to a vote of
Non-Reduced Certificates, the aggregate of the Certificate Balances of all Classes of the Non-Reduced Certificates), each determined
as of the Distribution Date immediately preceding such time. None of the Class R or Class Z Certificates will be entitled to any
Voting Rights.


 


“VRR Interest”:
Collectively, the Certificates described in the following table (as such Certificates may be exchanged as provided for in Section
5.09):


 


	Class	 	Initial Certificate Balance/
 Notional Amount/Percentage Interest to be Retained by NREC
	Class A-1 	 	$	609,000	 
	Class A-2 	 	$	3,341,000	 
	Class A-3 	 	$	5,857,000	 
	Class A-4 	 	$	4,187,000	 
	Class A-5 	 	$	9,709,000	 
	Class A-SB 	 	$	786,000	 
	Class X-A 	 	$	28,295,000	 
	Class X-B 	 	$	3,281,000	 
	Class A-S 	 	$	3,805,000	 
	Class B 	 	$	2,012,000	 
	Class C 	 	$	1,269,000	 
	Class D 	 	$	1,400,000	 
	Class E 	 	$	700,000	 
	Class F 	 	$	350,000	 



 


 






     -164-


     


    

 





	Class	 	Initial Certificate Balance/
 Notional Amount/Percentage Interest to be Retained by NREC
	Class NR 	 	$	962,491	 
	Class Z 	 	 	4.09	%


 


 


“WAC Rate”:
With respect to any Distribution Date, the weighted average of the applicable Net Mortgage Rates of the Mortgage Loans (including
any Non-Serviced Mortgage Loans) and REO Mortgage Loans as of the first day of the related Collection Period, weighted on the basis
of their respective Stated Principal Balances immediately following the preceding Distribution Date (or, in the case of the initial
Distribution Date, as of the Closing Date).


 


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


 


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


 


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


 


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


 


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


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan or Trust Subordinate Companion Loan, the amount of any Advances
made with respect to such Mortgage Loan or Trust Subordinate Companion Loan on or before the date such Mortgage Loan or Trust Subordinate
Companion 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 or Trust Subordinate Companion 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).


 









     -165-


     


    

 


“Workout Fee
Rate”: With respect to each Corrected Loan, a rate equal to the lesser of (a) 1.0% of each collection (other than Penalty
Charges and Excess Interest) of interest and principal (other than any amount for which a Liquidation Fee would be paid), including
(i) Periodic Payments, (ii) Balloon Payments, (iii) Principal Prepayments and (iv) payments (other than those included in clause
(i) or (ii) of this definition) at maturity or on the Anticipated Repayment Date, received on each Corrected Loan for
so long as it remains a Corrected Loan and (b) such lower rate as would result in a Workout Fee of $1,000,000 assuming the Corrected
Loan remains outstanding and pays in accordance with its terms through maturity (or, except with respect to the Yorkshire &
Lexington Towers Whole Loan, if the rate in clause (a) above would result in a Workout Fee that would be less than $25,000,
then the Workout Fee Rate shall be a rate equal to such higher rate as would result in a Workout Fee equal to $25,000 assuming
the Corrected Loan remains outstanding and pays in accordance with its terms through maturity).


 


“Y&L Towers
Assumed Scheduled Payment”: For any Collection Period and with respect to the Y&L Towers Trust Subordinate Companion
Loan if it is delinquent in respect of its Balloon Payment, an amount equal to the sum of (a) the principal portion of the Periodic
Payment that would have been due on the Y&L Towers Trust Subordinate Companion Loan on the related Due Date based on the constant
payment required by the related Mortgage Note or the original amortization schedule of the Y&L Towers Trust Subordinate Companion
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 the Y&L
Towers Trust Subordinate Companion 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 the Y&L Towers Trust
Subordinate Companion Loan at the applicable Mortgage Rate (net of interest at the Servicing Fee Rate).


 


“Y&L Towers
Trust Subordinate Companion Loan Available Funds”: With respect to any Distribution Date, in respect of the Y&L Towers
Trust Subordinate Companion Loan, an amount equal to the sum of (without duplication) (which, for the avoidance of doubt, will
not include any amounts received in respect of the Mortgage Loans):


 


(a)           the
aggregate amount of all cash received on the Y&L Towers Trust Subordinate Companion Loan (including the portion of Loss of
Value Payments deposited into the Collection Account pursuant to Section 3.05(h) of this Agreement) and any REO Property
(including Compensating Interest Payments with respect to the Y&L Towers Trust Subordinate Companion Loan to be deposited
by the Master Servicer pursuant to Section 3.17(a)) on deposit in the related 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 holder of
any Mortgage Loan, any other Companion Loan or the holders of the Pooled Certificates), of the as of the related P&I Advance
Date, exclusive of (without duplication):


 


(i)        all
Periodic Payments paid by the Mortgagor with respect to the Y&L Towers Trust Subordinate Companion 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;


 






     -166-


     


    

 


(ii)       all
unscheduled Principal Prepayments (together with any related payments of interest allocable to the period following the related
Due Date for the Y&L Towers Trust Subordinate Companion Loan), Liquidation Proceeds, Insurance and Condemnation Proceeds and
other unscheduled recoveries, in each case, received subsequent to the related Determination Date (or, with respect to voluntary
Principal Prepayments for the Y&L Towers Trust Subordinate Companion Loan with a Due Date occurring after the related Determination
Date, subsequent to the related Due Date and other than the monthly remittance thereon) allocable to the Y&L Towers Trust Subordinate
Companion Loan;


 


(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 Y&L Towers Trust Subordinate Companion Loan and any Distribution Date 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 the Y&L Towers Trust Subordinate Companion 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 related to the Y&L Towers Trust Subordinate Companion
Loan;


 


(v)       all
Yield Maintenance Charges allocable to the Y&L Towers Trust Subordinate Companion Loan;


 


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


 


(vii)     any
Penalty Charges allocable to the Y&L Towers Trust Subordinate Companion Loan; 





 


(b)       if
and to the extent not already included in clause (a) hereof, the aggregate amount transferred from the REO Account allocable
to the Y&L Towers Trust Subordinate Companion Loan to the related Collection Account for such Distribution Date pursuant to
Section 3.14(c);


 


(c)       the
aggregate amount of any Compensating Interest Payments made by the Master Servicer with respect to the Y&L Towers Trust Subordinate
Companion Loan with respect to such Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable,
with respect to the Y&L Towers Trust Subordinate Companion Loan and the Distribution Date (net of the related Certificate Administrator/Trustee
Fee and Operating Advisor Fee actually payable with respect to the Y&L Towers Trust


 






     -167-


     


    

 


Subordinate
Companion Loan for which such P&I Advances are made if not already deducted under clause (a)(iii)) pursuant to Section
4.03 or Section 7.05; and


 


(d)       with
respect to the Y&L Towers Trust Subordinate Companion Loan and any Distribution Date occurring in each March (or February,
if the related Distribution Date is the final Distribution Date), the Withheld Amounts related to the Y&L Towers Trust Subordinate
Companion Loan to be remitted to the Lower-Tier REMIC Distribution Account in respect of the Y&L Towers Trust Subordinate Companion
Loan.


 


Notwithstanding the investment
of funds held in the Collection Account pursuant to Section 3.06, for purposes of calculating the Y&L Towers Trust Subordinate
Companion Loan Available Funds, the amounts so invested shall be deemed to remain on deposit in such account.


 


“Y&L Towers
Base Interest Fraction”: With respect to any Principal Prepayment on the Y&L Towers Trust Subordinate Companion Loan
and with respect to each of the Class UES-A, Class UES-B, Class UES-C and Class UES-D Certificates, a fraction (a) whose numerator
is an amount equal to the difference between (i) the Pass-Through Rate on such Class of Certificates and (ii) the discount rate
used in accordance with the related Mortgage Loan documents in calculating the Yield Maintenance Charge with respect to such Principal
Prepayment on the Y&L Towers Trust Subordinate Companion Loan and (b) whose denominator is the greater of zero and an amount
equal to the difference between (i) the Mortgage Rate on the Y&L Towers Trust Subordinate Companion 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, under no circumstances shall the Y&L Towers Base Interest Fraction be
greater than one or less than zero. However, if such discount rate is greater than or equal to the lesser of the Mortgage Rate
on the Y&L Towers Trust Subordinate Companion Loan and the Pass-Through Rate on such Class of Certificates, then the Y&L
Towers Base Interest Fraction will equal zero; provided that if such discount rate is greater than or equal to the Mortgage
Rate on the Y&L Towers Trust Subordinate Companion Loan and is less than the Pass-Through Rate on such Class of Certificates,
then the Y&L Towers Base Interest Fraction will be one (1). The Master Servicer shall provide to the Certificate Administrator
the discount rate referenced above for purposes of calculating the Y&L Towers Base Interest Fraction.


 


“Y&L Towers
Control Termination Event”: The Y&L Towers Trust Subordinate Control Termination Event, as applicable.


 


“Y&L Towers
Controlling Class Certificateholder”: Each holder (or Certificate Owner, if applicable) of a Certificate of the Y&L
Towers Controlling Class as determined by the Certificate Registrar from time to time, upon request by any party hereto.


 


“Y&L Towers
Controlling Class”: As of any date will be the most subordinate Class of the Class UES-A, Class UES-B, Class UES-C and
Class UES-D Regular Interests 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.


 






     -168-


     


    

 


“Y&L Towers
Directing Certificateholder”: The Y&L Towers Controlling Class Certificateholder selected by a majority of the Y&L
Towers Controlling Class (by Certificate Balance, as certified by the Certificate Registrar from time to time). After the occurrence
and during the continuation of a Y&L Towers Trust Subordinate Companion Loan Control Termination Event, there will be no Y&L
Towers Directing Certificateholder. The Depositor shall promptly provide the name and contact information for the initial Y&L
Towers Directing Certificateholder upon request of any party to this Agreement and any such requesting party may conclusively rely
on the name and contact information provided by the Depositor. The Certificate Administrator and the other parties hereto shall
be entitled to assume that the identity of the Y&L Towers Directing Certificateholder has not changed until such parties receive
written notice of a replacement of the Y&L Towers Directing Certificateholder from a party holding the requisite interest in
the Y&L Towers Controlling Class (as confirmed by the Certificate Registrar), or the resignation of the then-current Y&L
Towers Directing Certificateholder.


 


“Y&L Towers
Directing Holder”: As of any date of determination, means the Y&L Towers Directing Certificateholder (as the Y&L
Towers Operating Advisor).


 


“Y&L Towers
Diverted Amount”: The lesser of (i) the amount paid to the holders of Note A-4, Note A-5, Note A-6, Note A-7, Note A-8-1
and Note A-8-2 pursuant to clause (b)(i) of Section 4 of the Y&L Towers Intercreditor Agreement (as modified by Section 2 of
the Y&L Towers Supplemental Intercreditor Agreement) and (ii) any shortfall in the amount payable to the Junior Noteholder
(as defined in the Y&L Towers Supplemental Intercreditor Agreement) pursuant to clause (f)(i) of Section 4 of the Y&L Towers
Intercreditor Agreement (as modified by Section 2 of the Y&L Towers Supplemental Intercreditor Agreement).


 


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


 


“Y&L Towers
Loan-Specific Certificates”: The Class UES-A, Class UES-B, Class UES-C and Class UES-D Certificates, collectively.


 


“Y&L Towers
Loan-Specific Certificateholder”: A Certificateholder of a Y&L Towers Loan-Specific Certificate.


 


“Y&L Towers
Loan-Specific Regular Interests”: Any of the Class UES-A, Class UES-B, Class UES-C and Class UES-D Regular Interests.


 


“Y&L Towers
Non-Reduced Certificates”: As of any date of determination, any Class of Y&L Towers Loan-Specific Certificates that
are Non-Reduced Certificates.


 


“Y&L Towers
Principal Shortfall”: For any Distribution Date after the initial Distribution Date with respect to the Y&L Towers
Trust Subordinate Companion Loan, the amount, if any, by which (a) the related Y&L Towers Principal Distribution Amount for
the preceding Distribution Date, exceeds (b) the aggregate amount actually distributed on the


 






     -169-


     


    

 


preceding
Distribution Date in respect of such Y&L Towers Principal Distribution Amount. The Y&L Towers Principal Shortfall for
the initial Distribution Date will be zero.


 


“Y&L Towers
Operating Advisor”: The “Operating Advisor” (as defined in the Y&L Towers Intercreditor Agreement).


 


“Y&L Towers
Realized Loss”: With respect to the Y&L Towers Loan-Specific Certificates, the Y&L Towers Realized Loss (as defined
in Section 4.04(a)).


 


“Y&L Towers
Principal Distribution Amount”: With respect to any Distribution Date and the Y&L Towers Loan-Specific Certificates,
an amount equal to the sum of the following amounts: (a) the Y&L Towers Principal Shortfall for such Distribution Date, (b)
the Y&L Towers Scheduled Principal Distribution Amount for such Distribution Date and (c) the Y&L Towers Unscheduled Principal
Distribution Amount for such Distribution Date; provided that the Y&L Towers Principal Distribution Amount for any Distribution
Date shall be reduced, to not less than zero, by the amount of any reimbursements of (A) Nonrecoverable Advances, with interest
on such Nonrecoverable Advances at the Reimbursement Rate that are paid or reimbursed from principal collections on the Y&L
Towers Trust Subordinate Companion Loan in a period during which such principal collections would have otherwise been included
in the Y&L Towers Principal Distribution Amount for such Distribution Date and (B) Workout-Delayed Reimbursement Amounts paid
or reimbursed from principal collections on the Y&L Towers Trust Subordinate Companion Loan in a period during which such principal
collections would have otherwise been included in the Y&L Towers 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 Y&L Towers Trust Subordinate Companion Loan (including the portion of the REO Loan allocable to the Y&L Towers Trust
Subordinate Companion Loan) are subsequently recovered on the Y&L Towers Trust Subordinate Companion Loan (or the portion of
the REO Loan allocable to the Y&L Towers Trust Subordinate Companion Loan), such recovery will increase the Y&L Towers
Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs).


 


“Y&L Towers
Scheduled Principal Distribution Amount”: With respect to any Distribution Date and the Y&L Towers Trust Subordinate
Companion Loan, the aggregate of the principal portions of the following: (a) all Periodic Payments (excluding Balloon Payments)
due in respect of the Y&L Towers Trust Subordinate Companion Loan 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 the applicable
Certificateholders), prior to, the related Collection Period, and all Y&L Towers Assumed Scheduled Payments with respect to
the Y&L Towers Trust Subordinate Companion Loan for the related Collection Period, in each case to the extent either (i) paid
by the related Mortgagor as of the related Determination Date or such later date as would permit inclusion in the Y&L Towers
Trust Subordinate Companion Loan Available Funds for such Distribution Date (or, with respect to the Y&L Towers Trust Subordinate
Companion 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) or (ii) advanced by the Master Servicer or the Trustee, as applicable, pursuant to


 






     -170-


     


    

 


Section
4.03 in respect of such Distribution Date, and (b) all Balloon Payments with respect to the Y&L Towers Trust Subordinate
Companion Loan to the extent received on or prior to the related Determination Date or such later date as would permit inclusion
in the Y&L Towers Trust Subordinate Companion Loan Available Funds for such Distribution Date (or, with respect to the Y&L
Towers Trust Subordinate Companion 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 Y&L Towers Scheduled Principal Distribution Amount for any prior Distribution Date. The
Y&L Towers Scheduled Principal Distribution Amount from time to time shall include all late payments of principal made by
the related Mortgagor with respect to the Y&L Towers Trust Subordinate Companion Loan, including late payments in respect
of a delinquent balloon payment, received by the times described above in this definition, except to the extent those late payments
are otherwise available to reimburse the Master Servicer or the Trustee, as the case may be, for prior Advances.


 


“Y&L Towers
Supplemental Intercreditor Agreement”: With respect to the Y&L Towers Whole Loan, the Supplemental Intercreditor
Agreement Among Noteholders, dated as of November 30, 2017, by and between certain holders of the related promissory notes, setting
forth the relative rights of such holders, as the same may be amended in accordance with the terms thereof.


 


“Y&L Towers
Trust Subordinate Companion Loan”: With respect to the Yorkshire & Lexington Towers Whole Loan, the Companion Loan
evidenced by the promissory note B made by the related Mortgagor and secured by the Mortgage on the Yorkshire & Lexington Towers
Mortgaged Property, which is included in the Trust and which is subordinate in right of payment to the Yorkshire & Lexington
Towers Mortgage Loan and the Yorkshire & Lexington Towers Pari Passu Companion Loan to the extent set forth in the related
Mortgage Loan documents and as provided in the Y&L Towers Intercreditor Agreement.


 


“Y&L Towers
Trust Subordinate Companion Loan Control Termination Event”: With respect to the Y&L Towers Trust Subordinate Companion
Loan, shall be deemed to exist with respect to the Yorkshire & Lexington Towers Whole Loan, if and for so long as: (1)(a)(i)
the initial unpaid principal balance of the Y&L Towers Trust Subordinate Companion Loan minus (ii) the sum (without duplication)
of (x) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received on, the Y&L Towers
Trust Subordinate Companion Loan, (y) any Appraisal Reduction Amount for the Yorkshire & Lexington Towers Whole Loan that is
allocated to the Y&L Towers Trust Subordinate Companion Loan and (z) any losses realized with respect to the Yorkshire &
Lexington Towers Mortgaged Property or the Yorkshire & Lexington Towers Whole Loan that are allocated to the Y&L Towers
Trust Subordinate Companion Loan, plus (iii) the Y&L Towers Threshold Event Collateral is less than (b) 25% of the of the remainder
of the (i) initial unpaid principal balance of the Y&L Towers Trust Subordinate Companion Loan less (ii) any payments of principal
(whether as principal prepayments or otherwise) allocated to, and received by, the Y&L Towers Trust Subordinate Companion Loan
Noteholder; or (2) any interest in the Y&L Towers Trust Subordinate Companion Loan is held by the related borrower or a Borrower
Party, or the related borrower or


 






     -171-


     


    

 


a Borrower
Party would otherwise be entitled to exercise the rights of the Y&L Towers Trust Subordinate Companion Loan Holder as the
Y&L Towers Directing Holder.


 


“Y&L Towers
Trust Subordinate Companion Loan REMIC”: One of four separate REMICs comprising a portion of the Trust Fund, which consists
of the Y&L Towers Trust Subordinate Companion Loan and the proceeds thereof, any allocable portion of REO Property with respect
thereto, the related portions of the REO Account, and the Y&L Towers Trust Subordinate Companion Loan REMIC Distribution Account.


 


“Y&L Towers
Trust Subordinate Companion Loan REMIC Distribution Account”: With respect to the Y&L Towers Trust Subordinate Companion
Loan, the segregated trust account or accounts created and maintained as a separate account or accounts by the Certificate Administrator
(on behalf of the Trustee) pursuant to Section 3.05(g) of this Agreement, which shall 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 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX10,
Y&L Towers Trust Subordinate Companion Loan REMIC Distribution Account,” and which must be an Eligible Account or a subaccount
of an Eligible Account.


 


“Y&L Towers
Trust Subordinate Companion Loan REMIC Distribution Amount”: As defined in Section 4.01(e).


 


“Y&L Towers
Trust Subordinate Companion Loan REMIC Regular Interests”: Any of the Class LUES-A, Class LUES-B, Class LUES-C and Class
LUES-D Uncertificated Interests, as applicable.


 


“Y&L Towers
Unscheduled Principal Distribution Amount”: With respect to any Distribution Date and the Y&L Towers Trust Subordinate
Companion Loan, the aggregate of the following: (a) all Principal Prepayments received on the Y&L Towers Trust Subordinate
Companion Loan during the applicable one-month period ending on the related Determination Date and (b) the principal portions of
all Liquidation Proceeds, Insurance and Condemnation Proceeds and, if applicable, REO Revenues received with respect to the Y&L
Towers Trust Subordinate Companion Loan and any REO loan allocable to the Y&L Towers Trust Subordinate Companion Loan during
the applicable one-month period ending on the related Determination Date, but in each case only to the extent that such principal
portion represents a recovery of principal for which no advance was previously made pursuant to Section 4.03 in respect
of a preceding Distribution Date; provided that all such Liquidation Proceeds and Insurance and Condemnation Proceeds shall
be reduced by any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees payable as of the date of receipt of such proceeds,
any amount related to the Loss of Value Payments to the extent that such amount was transferred into the Collection Account during
the applicable one-month period ending on the related Determination Date, accrued interest on Advances and other additional Trust
Fund expenses incurred in connection with the Y&L Towers Trust Subordinate Companion Loan and payable as of the date of receipt
of such proceeds, thus reducing the Unscheduled Principal Distribution Amount.


 






     -172-


     


    

 


“Y&L Towers
VRR Interest”: Collectively, the Y&L Towers Loan-Specific Certificates described in the following table (as such
Certificates may be exchanged as provided for in Section 5.09):


 


	
        Class 
	
        Initial
Certificate Balance/

Notional Amount/Percentage Interest to be Retained by NREC 

	Class UES-A 	$2,618,000
	Class UES-B 	$7,845,500
	Class UES-C 	$1,553,000
	Class UES-D 	$1,842,000
	Class UES-X 	$2,154,500


 


“Yorkshire &
Lexington Towers Mortgage Loan”: With respect to the Yorkshire & Lexington Towers Whole Loan, the Mortgage Loan that
is included in the Trust (identified as Mortgage Loan No. 3 on the Mortgage Loan Schedule), which is designated as promissory notes
A-1 and A-2, and is pari passu in right of payment with the Yorkshire & Lexington Towers Pari Passu Companion Loans
to the extent set forth in the Y&L Towers Intercreditor Agreement.


 


“Yorkshire &
Lexington Towers Mortgaged Property”: The Mortgaged Property that secures the Yorkshire & Lexington Towers Whole
Loan.


 


“Yorkshire &
Lexington Towers Pari Passu Companion Loans”: With respect to the Yorkshire & Lexington Towers Whole Loan, the Companion
Loan evidenced by the promissory notes A-3, A-4, A-5, A-6, A-7, A-8-1 and A-8-2 made by the related Mortgagor and secured by the
Mortgage on the Yorkshire & Lexington Towers Mortgaged Property, which is not included in the Trust and which is pari passu
in right of payment with the Yorkshire & Lexington Towers Mortgage Loan to the extent set forth in the Y&L Towers Intercreditor
Agreement.


 


“Yorkshire &
Lexington Towers Whole Loan”: The Yorkshire & Lexington Towers Mortgage Loan, together with the Yorkshire & Lexington
Towers Pari Passu Companion Loan and the Y&L Towers Trust Subordinate Companion, each of which is secured by the same Mortgage
on the Yorkshire & Lexington Towers Mortgaged Property.


 


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


 


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:


 






     -173-


     


    

 


(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 or Trust Subordinate Companion Loan, as applicable, 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 or Trust Subordinate Companion Loan, as applicable,
on which interest accrues.


 


(iii)    Any
reference to the Certificate Balance of any Class of Regular Interest (other than any Class X Regular Interest) or any Principal
Balance Certificate, as applicable, on or as of a Distribution Date shall refer to the Certificate Balance of such Class of Regular
Interest or Principal Balance Certificate, as applicable, on such Distribution Date after giving effect to (a) any distributions
made with respect to such Class of Regular Interest or Principal Balance Certificate, as applicable, on such Distribution Date
pursuant to Section 4.01(a) or Section 4.01(b), as applicable, (b) any Pooled Realized Losses allocated to such Class
of Pooled Principal Balance Certificates, Y&L Towers Realized Losses allocated to the Y&L Towers Loan-Specific Certificates
or the Standard Highline Realized Losses allocated to the Standard Highline Loan-Specific Certificates, as applicable, on that
Distribution Date pursuant to Section 4.04, and (c) any recoveries on the related Mortgage Loans or Trust Subordinate Companion
Loans, as applicable, of Nonrecoverable Advances (plus interest thereon) that were previously reimbursed from principal collections
on the related Mortgage Loans or Trust Subordinate Companion Loan, that resulted in a reduction of the Principal Distribution Amount,
the Y&L Towers Principal Distribution Amount or the Standard Highline Principal Distribution Amount, as applicable, which recoveries
are allocated to such Class of Regular Interest (other than any Class X Regular Interest) or any Principal Balance Certificates,
and added to the Certificate Balance pursuant to Section 4.04(a).


 


(iv)    All
net present value calculations and determinations made with respect to a Mortgage Loan, Serviced Companion Loan, Mortgaged Property
or REO Property (including for purposes of the definition of “Servicing Standard”) shall be made, in the event
the Mortgage Loan documents are silent, using a discount rate (a) for principal and interest payments on a Mortgage Loan or Serviced
Companion Loan, as applicable, or sale of a Defaulted Loan, by the Special Servicer, the highest of (x) the rate determined by
the Master Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable by the related
Mortgagor(s) on similar non-defaulted debt of such Mortgagor(s) as of such date of determination, (y) the Mortgage Rate on the
applicable Mortgage Loan or Serviced Companion Loan, as applicable, based on its outstanding principal balance and (z) the yield
on 10-year U.S. treasuries as of such date of determination, and (b) for all other cash flows, including property cash flow, the
“discount


 






     -174-


     


    

 


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 with respect to the Standard Highline Whole, first, to the Standard Highline
Non-Trust Junior Subordinate Companion Loan, then, to the Standard Highline Non-Trust Senior Subordinate Companion Loan
and then, to the Standard Highline Trust Subordinate Companion Loan, and correspondingly to the related Loan-Specific Certificates
and then to the related Mortgage Loan).


 


Section 1.03      
Certain Constructions. For purposes of this Agreement, references to the most or next most subordinate Class of Pooled
Certificates or Pooled Regular Interest outstanding at any time shall mean the most or next most subordinate Class of Pooled Certificates
or Pooled Regular Interest then outstanding as among the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class
A-S, Class B, Class C, Class D, Class E, Class F and Class NR Certificates or 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, Class F, Class NR Regular Interests, as applicable. In addition, references
to the most or next most subordinate Class of Y&L Towers Loan-Specific Certificates or Class of Standard Highline Loan-Specific
Certificates or Corresponding Regular Interests outstanding at any time shall mean the most or next most subordinate Class of
related Loan-Specific Certificates then outstanding as among the Class UES-A, Class UES-B, Class UES-C, Class UES-D, or as among
the Class STN-A, Class STN-B and Class STN-C, as applicable. For purposes of this Agreement, each Class of Certificates (other
than the Class X-A, Class X-B, Class X-E, Class UES-X, Class STN-X, Class Z and Class R Certificates) and Regular Interests (other
than the Class X Regular Interests) shall be deemed to be outstanding only to the extent its respective Certificate Balance has
not been reduced to zero. For purposes of this Agreement, the Class Z Certificates shall be outstanding so long as any ARD Loan
is outstanding. For purposes of this Agreement, the Class R Certificates shall be outstanding so long as the Trust Fund has not
been terminated pursuant to Section 9.01 of this Agreement or any other Class of Certificates or Regular Interest remains
outstanding. For purposes of this Agreement, each of the Class X Certificates and the Class X Regular Interests 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 Certificateholder, or consultation with the Directing Certificateholder,
the Risk Retention Consultation Party or the Operating Advisor,


 






     -175-


     


    

 


shall
in each case be further subject to the determination by the Master Servicer or the Special Servicer that taking or refraining
from taking the action as proposed by the Directing Certificateholder, the Risk Retention Consultation Party or the Operating
Advisor or not taking such action as proposed by the Master Servicer or the Special Servicer if the Directing Certificateholder
fails to grant its consent or approval, or if the Directing Certificateholder, the Risk Retention Consultation Party 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 Certificateholder,
the Risk Retention Consultation Party 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 Whole Loan
with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan)), and
the Master Servicer or the Special Servicer, as applicable, has made a reasonable effort to contact the Directing Certificateholder,
the Risk Retention Consultation Party or the Operating Advisor, as applicable, it may take such action without waiting for a response
from the Directing Certificateholder, the Risk Retention Consultation Party or the Operating Advisor, as applicable; provided
that the Special Servicer or Master Servicer, as applicable, shall provide the Directing Certificateholder, the Risk Retention
Consultation Party or the Operating Advisor, if applicable, with prompt written notice following such action including a reasonably
detailed explanation of the basis for such action.


 


[End of ARTICLE I]


 


Article
II



CONVEYANCE OF MORTGAGE LOANS AND TRUST SUBORDINATE COMPANION LOANs;

ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01     Conveyance
of Mortgage Loans and the Trust Subordinate Companion 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 and the Trust Subordinate Companion Loans identified on the Mortgage Loan Schedule, (ii)
Sections 1, 2, 3, 4, 5 (excluding Section 5(e) and 5(f)), 6(a) (excluding clauses (viii), (ix) and (x) of Section 6(a)), 6(c),
6(e), 6(g), 6(h), 6(i), 11, 12, 16, 17, 18, 19, 20, 21 and 22 of each of the Mortgage Loan Purchase Agreements; (iii) the Intercreditor
Agreements, and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and
principal received or receivable on or with respect to the


 






     -176-


     


    

 


Mortgage
Loans and the Trust Subordinate Companion Loans (in each case, other than (i) payments of principal and interest due and payable
on the Mortgage Loans and the Trust Subordinate Companion 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 November 2017 but have their first
Due Date after November 2017, 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 Trust Subordinate
Companion Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 13.07,
is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 1, 2, 3, 4, 5 (excluding
Section 5(e) and 5(f), 6(a) (excluding clauses (viii), (ix) and (x) of Section 6(a)), 6(c), 6(e), 6(g), 6(h), 6(i), 11, 12, 16,
17, 18, 19, 20, 21 and 22 of each of the Mortgage Loan Purchase Agreements, it is intended that the Trustee get the benefit of
Sections 11, 12 and 17 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall
use its best efforts to make available to the Trustee the benefits of Sections 11, 12 and 17 in connection therewith.


 


(b)       In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby
represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase Agreement
to deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian (or with respect to letters of credit,
the Master Servicer), on or before the Closing Date, the Mortgage File for each Mortgage Loan and Trust Subordinate Companion 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 or Trust
Subordinate Companion 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 or Trust Subordinate Companion 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


 






     -177-


     


    

 


delivered
to the Custodian on or before the Closing Date, and either the original of such non-delivered document or instrument, or a photocopy
thereof (certified by the appropriate county recorder’s office or the applicable title insurance company, in the case of
the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File”, to be a true
and complete copy of the original thereof submitted for recording), with evidence of filing or recording thereon, is delivered
to the Custodian within one hundred-eighty (180) days of the Closing Date (or within such longer period, not to exceed eighteen
(18) months, after the Closing Date as the Custodian shall consent to as long as the applicable Mortgage Loan Seller is, as certified
in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period after
the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s office
such original or photocopy). If the applicable Mortgage Loan Seller is required to, but cannot, deliver, or cause to be delivered,
as to any Mortgage Loan or Trust Subordinate Companion 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 shall in any way be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with
the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b). If, on the Closing
Date as to any Mortgage Loan or Trust Subordinate Companion 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 or Trust Subordinate Companion 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 or Trust Subordinate Companion 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);


 






     -178-


     


    

 


and
provided, further, that in the case of a Non-Serviced Mortgage Loan, the delivery of any such assignments shall
be subject to clause (e) of the final proviso to the definition of “Mortgage File” herein. If, in accordance
with the related Mortgage Loan Purchase Agreement and consistent with Section 2.01(c) of this Agreement, as to any Mortgage
Loan or Trust Subordinate Companion Loan, the related Mortgage Loan Seller or its agent is responsible for recording or filing,
as applicable, any one of the assignments in favor of the Trustee referred to in clause (iii), clause (v) (to the
extent not already assigned pursuant to clause (iii)) or clause (x) of the definition of “Mortgage File”,
such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement
and this Section 2.01(b) with respect to such assignment by delivering to the Custodian with respect to such Mortgage Loan
on the Closing Date a copy of such assignment in the form sent for recording or filing or (except for recording or filing information
not yet available) to be sent for recording or filing; provided that an original or copy of such assignment (with evidence
of recording or filing, as applicable, indicated thereon) shall be delivered to the Custodian as contemplated by Section 2.01(c)
of this Agreement. Notwithstanding anything herein to the contrary, with respect to letters of credit referred to in clause
(xii) of the definition of “Mortgage File” and relating to a Serviced Mortgage Loan, the applicable Mortgage Loan
Seller shall deliver the original to the Master Servicer (which letter of credit shall be titled in the name of, or assigned to,
“KeyBank National Association, as Master Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for
the benefit of registered holders of CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2017-CX10, 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.


 






     -179-


     


    

 


(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 and Trust Subordinate Companion Loans conveyed
by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing or recording, as applicable, and to submit
such Assignments for filing or recording, as the case may be, in the applicable public filing or recording office. On the Closing
Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for all such Mortgage Loans substantially in the form of
Exhibit H hereto to the Custodian as provided in Section 2.01(b). Except under the circumstances provided for in
the last sentence of this subsection (c) and except in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan
Seller will itself, or a third party at such Mortgage Loan Seller’s expense will, promptly (and in any event within one hundred-twenty
(120) days after the later of the Closing Date and the related Mortgage Loan Seller’s actual receipt of the related documents
and the necessary recording and filing information) cause to be submitted for recording or filing, as the case may be, in the appropriate
public office for real property records or UCC Financing Statements, as appropriate, each Assignment. Each such Assignment submitted
for recording shall reflect that it (or a file copy thereof in the case of a UCC Assignment) should be returned by the public recording
office to the Custodian or its designee following recording or filing (or to the related Mortgage Loan Seller or its agent who
will then be responsible for delivery of the same to the Custodian or its designee). Any such Assignment received by the Custodian
shall be promptly included in the 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.
In the event that confirmation of the recording or filing of an Assignment cannot be obtained, the Custodian or the related Mortgage
Loan Seller, as applicable, shall promptly inform the other and the Custodian shall provide such Mortgage Loan Seller with a copy
of the Assignment and request the preparation of a new Assignment. The related Mortgage Loan Seller shall pay the expenses for
the preparation of replacement Assignments for any Assignments which, having


 






     -180-


     


    

 


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


 


(d)       All
documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage
Loans and the Trust Subordinate Companion 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 and Trust Subordinate Companion 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 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 Loan secured by the Mortgaged Property identified as “The Boulders Resort & Spa” on the
Mortgage Loan Schedule, which is subject to a franchise agreement with a related comfort letter in favor of the respective Mortgage
Loan Seller


 






     -181-


     


    

 


that
requires notice to or request of the related franchisor to transfer or assign any related comfort letter to the Trust or otherwise
have a new comfort letter issued in the name of the Trust, the related Mortgage Loan Seller or its designee will be required to
provide any such required notice or make any such required request to the related franchisor (with a copy of such notice or request
to the Master Servicer) within 45 days of the Closing Date (or any shorter period if required by the applicable comfort letter),
and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort
letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing comfort
letter). If the Master Servicer is unable to acquire any such replacement comfort letter (or new document or acknowledgement,
as applicable) within one hundred twenty (120) days of the Closing Date, the Master Servicer shall notify the related Mortgage
Loan Seller that no such replacement comfort letter has been received.


 


(h)       Each
Mortgage Loan Purchase Agreement shall provide that no later than sixty (60) days after the Closing Date, each Mortgage Loan Seller
shall deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans and Trust Subordinate Companion 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 KC_Investor_Reporting@KeyBank.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


 






     -182-


     


    

 


Section
2.01, and (3) on and following such Servicing Shift Securitization Date, the Person selling the related Servicing Shift Lead
Note to the related Non-Serviced Depositor, at its own expense, shall be (a) entitled to direct in writing, via a Request for
Release, which may be conclusively relied upon by the Custodian, the Custodian to deliver the originals of all the Mortgage Loan
documents relating to such Servicing Shift Whole Loan in its possession (other than the original Note(s) evidencing such Servicing
Shift Mortgage Loan) to the related Non-Serviced Trustee or the related Non-Serviced Custodian, (b) if the right under clause
(a) is exercised, required to cause the retention by or delivery to the Custodian of photocopies of Mortgage Loan documents
related to such Servicing Shift Whole Loan so delivered to such Non-Serviced Trustee or such Non-Serviced Custodian, (c) entitled
to cause the completion (or, in the event of a recordation as contemplated by clause (1)(ii) of this paragraph, the preparation,
execution and delivery) and recordation of instruments of assignment in the name of the related Other Trustee or related Non-Serviced
Custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies
of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer to transfer, and to
cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow Payments, reserve
funds and items specified in clauses (9), (12) (14) and (18) of the definition of “Mortgage File”
for such Servicing Shift Whole Loan to the related Other Servicer.


 


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 Trust Subordinate Companion Loan and of all other assets included in the Trust Fund and (2) declares (a) that it or a
Custodian on its behalf holds and will hold such documents and the other documents delivered or caused to be delivered by the
Mortgage Loan Sellers that constitute the Mortgage Files in the name of the Trust for the benefit of all present and future Certificateholders,
and (b) that it holds and will hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit of
all present and future Certificateholders and, with respect to any original document in the Mortgage File for a Serviced Whole
Loan, for any present or future Companion Holder (and for the benefit of the Trustee as holder of the Lower-Tier Regular Interests),
as applicable. If any Mortgage Loan Seller is unable to deliver or cause the delivery of any original Mortgage Note, such Mortgage
Loan Seller may deliver a copy of such Mortgage Note, together with a signed lost note affidavit and appropriate indemnity and
shall thereby be deemed to have satisfied the document delivery requirements of Section 2.01 and of this Section 2.02.


 


(b)       Within
sixty (60) days of the Closing Date (or with respect to a Qualified Substitute Mortgage Loan within sixty (60) days after the Due
Date in the month of substitution), the Custodian, shall review the Mortgage Loan documents delivered or caused to be delivered
by the Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following such review (but in no event later than sixty
(60) days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of
the Rating Agencies, the Depositor, the Master Servicer, the Special Servicer, the Directing Holder (so long as no Consultation
Termination Event shall have occurred and be continuing and only with respect to Mortgage Loans or Trust Subordinate Companion
Loans other than any Excluded Loan with respect to the Directing Holder or, if the Directing Holder is the Directing Certificateholder,
the Holder of the


 






     -183-


     


    

 


majority
of the Controlling Class), the Operating Advisor, the Asset Representations Reviewer and the applicable Mortgage Loan Seller (as
to each Mortgage Loan (or Trust Subordinate Companion Loan) listed in the Mortgage Loan Schedule (other than any Mortgage Loan
or Trust Subordinate Companion Loan paid in full)) that, except as specifically identified in any exception report annexed to
such writing (the “Custodial Exception Report”), (i) subject to the final proviso of the definition of “Mortgage
File” herein and Section 2.01 hereof, all documents specified in clauses (i) through (v), (viii),
(ix), (xi), (xii) and (xiii) (or, with respect to clause (xii), a copy of such letter of credit
and the required Officer’s Certificate), if any, of the definition of “Mortgage File”, as applicable, are in
its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed
by the Custodian and appear regular on their face and appear to be executed and to relate to such Mortgage Loan or Trust Subordinate
Companion 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 or Trust Subordinate Companion Loan listed
on the Custodial Exception Report, the Custodian shall specifically identify such Mortgage Loan or Trust Subordinate Companion
Loan together with the nature of such exception (in the form reasonably acceptable to the Custodian and the related Mortgage Loan
Seller and separating items required to be in the Mortgage File but never delivered from items which were delivered by the related
Mortgage Loan Seller but are out for filing or recording and have not been returned by the filing office or the recorder’s
office).


 


(c)       The
Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Holder (so long as no Consultation
Termination Event shall have occurred and be continuing and only with respect to the Mortgage Loans, the Y&L Towers Trust Subordinate
Companion Loan or the Standard Highline Trust Subordinate Companion Loan other than any Excluded Loan with respect to the Directing
Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of the Controlling Class), the
Operating Advisor, the Asset Representations Reviewer and the applicable Mortgage Loan Seller (as to each Mortgage Loan (or the
Y&L Towers Trust Subordinate Companion Loan or the Standard Highline Trust Subordinate Companion 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
or Trust Subordinate Companion Loan specifically identified in any exception report annexed to such writing) that, (i) subject
to the final proviso of the definition of “Mortgage File” herein and Section 2.01 hereof, all documents specified
in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii), if any, of the
definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing documents delivered or caused
to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their face and appear to
be executed and relate to such Mortgage Loan or Trust Subordinate Companion 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.


 






     -184-


     


    

 


(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 or Trust Subordinate Companion Loan pursuant to the related Mortgage Loan
Purchase Agreement, the Directing Holder, in its sole judgment, may (other than with respect to any Excluded Loan with respect
to the Directing Holder or, if the Directing Holder is the Directing Certificateholder, or the Holder of the majority of the Controlling
Class and, with respect to any other Mortgage Loan, only prior to the occurrence and continuance of a Control Termination Event),
and the Special Servicer may, in accordance with the Servicing Standard, after the occurrence and during the continuance of a Control
Termination Event, permit the related Mortgage Loan Seller in lieu of repurchasing or substituting for the related Mortgage Loan
or Trust Subordinate Companion Loan, to deposit with the Master Servicer an amount, to be held in trust in a segregated Eligible
Account (which may be a sub-account of the Collection Account), equal to 25% of the Stated Principal Balance of the related Mortgage
Loan or Trust Subordinate Companion 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 or Trust Subordinate Companion 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 or Trust Subordinate Companion Loan, defending any claim asserted by any Mortgagor or third party with respect to
the related Mortgage Loan or Trust Subordinate Companion Loan, establishing the validity or priority of any lien on collateral
securing the related Mortgage Loan or Trust Subordinate Companion 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 or Trust Subordinate Companion
Loan in accordance with, and to the extent required by, the terms and conditions of Section 2.03(b) and Section 6 of the
related Mortgage Loan Purchase Agreement; provided, however, that such Mortgage Loan Seller shall not be required
to repurchase the Mortgage Loan or Trust Subordinate Companion Loan for a period of ninety (90) days after receipt of a notice
to repurchase (together with any applicable extension period) if it is attempting to recover the document from the applicable filing
or recording office and provides an officer’s certificate setting forth what actions such Mortgage Loan Seller is pursuing
in connection with such recovery. In the event of a repurchase or substitution, upon the date of such repurchase or substitution,
and in the event that the related Mortgage Loan Seller has delivered a letter of credit to the Master Servicer in accordance with
this Section 2.02(d), the Master Servicer shall, to the extent necessary, draw on the letter of credit and deposit the


 






     -185-


     


    

 


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


 


(f)       If,
in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting
a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements of Sections 2.01(b)
and 2.01(c), not to have been delivered, (3) to contain information that does not conform in any


 






     -186-


     


    

 


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 or Trust Subordinate Companion
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
or Trust Subordinate Companion Loan because of a breach of or alleged breach of a representation or warranty or a Defect (any such
request or demand for repurchase or replacement, a “Repurchase Request”, and the Master Servicer or the Special
Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request Recipient”
with respect to such Repurchase Request); or (ii) receives any withdrawal of a Repurchase Request by the Person making such Repurchase
Request or any rejection of a Repurchase Request (or such a Repurchase Request is forwarded to the Master Servicer or the Special
Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice (which may be by electronic format
so long as a “backup” hard copy of such notice is also delivered on or prior to the next Business Day) of such Repurchase
Request or withdrawal or rejection of a Repurchase Request (each, a “15Ga-1 Notice”) to the applicable Mortgage
Loan Seller (other than in the case of a rejection by such Mortgage Loan Seller) and the Depositor, in each case within ten (10)
Business Days from such Repurchase Request Recipient’s receipt thereof.


 


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


 


A Repurchase Request
Recipient shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney
work product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice provided pursuant to this
Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor or their respective Affiliates to
comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation
and (ii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this
Section 2.02(g) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of
any legal right the Repurchase Request Recipient may have with respect to the related Mortgage Loan Purchase Agreement, including
with respect to any Repurchase Request that is the subject of a 15Ga-1 Notice.


 






     -187-


     


    

 






  


In the event that the
Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian
receives a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such Repurchase Request
to the Master Servicer, if relating to a Non-Specially Serviced Loan, or to the Special Servicer, if relating to a Specially Serviced
Loan or REO Property, and include the following statement in the related correspondence: “This is a ‘Repurchase Request’
under Section 2.02 of the Pooling and Servicing Agreement relating to the CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2017-CX10 requiring action by you as the ‘Repurchase Request Recipient’
thereunder.” Upon receipt of such Repurchase Request by the Master Servicer or the Special Servicer, as applicable, such
party shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase Request, and such party shall comply
with the procedures set forth in this Section 2.02(g) with respect to such Repurchase Request. In no event shall the Custodian,
by virtue of this provision, be required to provide any notice other than as set forth in Section 2.02 of this Agreement
in connection with its review of the Mortgage File.


 


If the Depositor, the
Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives notice
or has knowledge of a withdrawal or a rejection of a Repurchase Request of which notice has been previously received or given,
and such notice was not received from or copied to the Master Servicer or the Special Servicer, then such party shall give notice
of such withdrawal or rejection to the Master Servicer or the Special Servicer, as applicable. Any such notice received by the
Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian shall also be
provided to the Depositor and, in the case of a withdrawal notice, to the applicable Mortgage Loan Seller.


 


In the event that a Mortgage
Loan or Trust Subordinate Companion Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Master
Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall
promptly notify the Depositor of such repurchase or replacement.


 


Section
2.03     Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’
Repurchase or Substitution of Mortgage Loans or Repurchase of a Trust Subordinate Companion Loan 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 and Trust Subordinate Companion 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


 






     -188-


     


    

 


the Depositor in
accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law);


 


(iii)        The
execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict with
any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach of or constitute
a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws of the Depositor
or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order or decree applicable
to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets or property, which
would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement;
the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency or body required for
the execution, delivery and performance by the Depositor of this Agreement;


 


(iv)        There
is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any court
or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of the
Mortgage Loans or the Trust Subordinate Companion 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 and the Trust Subordinate Companion Loans with the full right to transfer the
Mortgage Loans, and the Trust Subordinate Companion Loans to the Trust, and the Mortgage Loans and the Trust Subordinate Companion
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, prior to the occurrence of a Consultation Termination Event,
the Directing Holder, and the Master Servicer (if the related Mortgage Loan is a Non-Specially Serviced Loan) or the Special Servicer
(if the related Mortgage Loan is a Specially Serviced Loan), as applicable, shall request in writing that the applicable Mortgage
Loan Seller, not later than ninety (90) days after (i) except in the case of the succeeding clause (ii), the applicable
Mortgage Loan Seller’s discovery of the Material Defect or receipt of such notice or (ii) in the case of a Material Defect
relating to a Mortgage Loan (with respect to the Yorkshire & Lexington Towers Mortgage Loan and The Standard Highline NYC Mortgage
Loan, including


 






     -189-


     


    

 


the related Trust Subordinate Companion 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, Trust Subordinate Companion Loan or REO Mortgage Loan (excluding any related Companion
Loan, if applicable) at the applicable Purchase Price and in conformity with the applicable Mortgage Loan Purchase Agreement and
this Agreement or (C) substitute a Qualified Substitute Mortgage Loan (other than with respect to any Mortgage Loan that is part
of a Whole Loan, for which no substitution will be permitted) for such affected Mortgage Loan or REO Mortgage Loan, and pay any
Substitution Shortfall Amount in connection with such substitution (provided that in no event shall any such substitution
occur on or after the second anniversary of the Closing Date) and pay the Master Servicer for deposit into the Collection Account,
any Substitution Shortfall Amount in connection therewith and in conformity with the applicable Mortgage Loan Purchase Agreement
and this Agreement; provided, however, that except with respect to a Material Defect resulting solely from the failure
by the Mortgage Loan Seller to deliver to the Trustee or Custodian the actual policy of lender’s title insurance required
pursuant to clause (viii) of the definition of Mortgage File by a date not later than eighteen (18) months following the
Closing Date, if such Material Defect is capable of being cured but is not cured within the Initial Cure Period, and the applicable
Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect within the Initial Cure Period,
the applicable Mortgage Loan Seller shall have an additional ninety (90) days commencing immediately upon the expiration of the
Initial Cure Period (such additional ninety (90) day period, the “Extended Cure Period”) to complete such cure
(or, failing such cure, to repurchase the related Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if
applicable, except for the Trust Subordinate Companion Loans) or substitute a Qualified Substitute Mortgage Loan (other than with
respect to any Mortgage Loan that is part of a Whole Loan, for which no substitution will be permitted) and pay any Substitution
Shortfall Amount in connection with such substitution) and provided, further, that with respect to such Extended
Cure Period the applicable Mortgage Loan Seller shall have delivered an officer’s certificate to the Trustee, the Certificate
Administrator (who shall promptly deliver a copy of such officer’s certificate to the 17g-5 Information Provider), the Master
Servicer, the Special Servicer, the Operating Advisor and (with respect to any Mortgage Loan other than an Excluded Loan with respect
to the Directing Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of the Controlling
Class, prior to the occurrence and continuance of a Consultation Termination Event), 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


 






     -190-


     


    

 


Special Servicer, the Master Servicer and the Certificate Administrator every 30 days thereafter that the Material
Defect is still in effect solely because of its failure to have received the recorded document and that the Mortgage Loan Seller
is diligently pursuing the cure of such defect (specifying the actions being taken), except that no such deferral of cure, substitution
or repurchase may continue beyond the date that is 18 months following the Closing Date. Any such repurchase or substitution of
a Mortgage Loan shall be on a whole loan, servicing released basis. Notwithstanding the foregoing, any Material Defect which causes
any Mortgage Loan or Trust Subordinate Companion 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 or Trust Subordinate Companion Loan shall be repurchased or
substituted for without regard to the Extended Cure Period described in the preceding sentence. If the affected Mortgage Loan or
Trust Subordinate Companion 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 or Trust Subordinate
Companion Loan, makes a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the
Master Servicer or the Special Servicer, as applicable, on behalf of the Trust (and, for so long as no Control Termination Event
has occurred and is continuing and in respect of any Mortgage Loan that is not a Servicing Shift Mortgage Loan or an Excluded Loan
with respect to the Directing Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority
of the Controlling Class, the consent of the Directing Holder) (each such payment, a “Loss of Value Payment”)
with respect to such Mortgage Loan or Trust Subordinate Companion Loan, the amount of such Loss of Value Payment shall be deposited
into the Loss of Value Reserve Fund to be applied in accordance with Section 3.05(g) of this Agreement. The Loss of Value
Payment shall include the portion of any Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment
and the portion of fees and reimbursable expenses of the Asset Representations Reviewer attributable to the Asset Review of such
Mortgage Loan. If such Loss of Value Payment is made, the Loss of Value Payment shall serve as the sole remedy available to the
Certificateholders and the Trustee on their behalf regarding any such Material Defect in lieu of any obligation of the Mortgage
Loan Seller to otherwise cure such Material Defect or repurchase or substitute for the affected Mortgage Loan or Trust Subordinate
Companion Loan based on such Material Defect under any circumstances. This paragraph is intended to apply only to a mutual agreement
or settlement between the applicable Mortgage Loan Seller and the Master Servicer (in the case of Non-Specially Serviced Loans)
or the Special Servicer (in the case of Specially Serviced Loans) on behalf of the Trust, provided that (i) prior to any
such agreement or settlement nothing in this paragraph shall preclude the Mortgage Loan Seller or the Master Servicer or the Special
Servicer, as applicable, from exercising any of its rights related to a Material Defect in the manner and timing set forth in the
related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase
or substitute for such Mortgage Loan or Trust Subordinate Companion Loan), (ii) such Loss of Value Payment shall not be greater
than the Purchase Price of the affected Mortgage Loan or Trust Subordinate Companion Loan; and (iii) a Material Defect as a result
of a Mortgage Loan or Trust Subordinate Companion Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value
Payment.


 



     -191-


     


    

 





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 in the event any such costs and expenses exceed $10,000, the related Mortgage
Loan Seller shall have the option to either repurchase or substitute for the related Mortgage Loan as provided above or pay such
costs and expenses. Except as provided in the proviso to the immediately preceding sentence, the related Mortgage Loan Seller shall
remit the amount of such costs and expenses and upon its making such remittance, the related Mortgage Loan Seller shall be deemed
to have cured such Breach in all respects. To the extent any fees or expenses that are the subject of a cure by the related Mortgage
Loan Seller are subsequently obtained from the related Mortgagor, the portion of the cure payment made by the related Mortgage
Loan Seller equal to such fees or expenses obtained from the related Mortgagor shall promptly be returned to the related Mortgage
Loan Seller. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date
in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced after
the related Cut-off Date and received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior to the
related date of repurchase or substitution, shall be part of the Trust Fund. Periodic Payments due with respect to each Qualified
Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Periodic Payments due with
respect to each Mortgage Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf
of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by
the Master Servicer or the Special Servicer to the applicable Mortgage Loan Seller effecting the related repurchase or substitution
promptly following receipt. Notwithstanding anything contained in this Agreement or the related Mortgage Loan Purchase Agreement,
no delay in either the discovery of a Material Defect or in providing notice of such Material Defect shall relieve the applicable
Mortgage Loan Seller of its obligation to cure, repurchase or substitute for (or make a Loss of Value Payment with respect to)
the related Mortgage Loan or Trust Subordinate Companion 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


 






     -192-


     


    

 


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 (which, with respect to the Yorkshire & Lexington Towers Mortgage Loan and The Standard Highline
NYC Mortgage Loan, shall also include the related Trust Subordinate Companion Loan) not being a Qualified Mortgage and (iv) such
delay precludes such Mortgage Loan Seller from curing such Material Defect.


 


Pursuant to each Mortgage
Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with respect to a Mortgage
Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the affected Mortgaged Property
may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan documents (and such Mortgaged
Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the
Mortgage Loan documents and the related Mortgage Loan Seller provides an opinion of counsel to the effect that such release in
lieu of a repurchase would not (A) cause any Trust REMIC to fail to qualify as a REMIC or (B) result in the imposition of a tax
upon any Trust REMIC or the issuing entity and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.


 


(c)       Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further subject
to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage File to be deemed
to have a “Defect” that constitutes a Material Defect and to be conclusively presumed to materially and adversely affect
the interests of Certificateholders in a Mortgage Loan or a Trust Subordinate Companion Loan, as applicable, (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 or Trust Subordinate Companion Loan, as applicable: (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


 






     -193-


     


    

 


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 or Trust Subordinate Companion Loan,
establishing the validity or priority of any lien on any collateral securing the related Mortgage Loan or Trust Subordinate Companion
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,
in the event that the Custodian has acknowledged receipt pursuant to Section 2.02 above of a document that is part of the
Mortgage File or a Mortgage Loan Seller can otherwise prove delivery of the document, and the Custodian subsequently loses a document,
the fact that such document is lost may not be utilized as the basis for a claim of a Material Defect against a Mortgage Loan Seller
pursuant to Section 6(e) of the related Mortgage Loan Purchase Agreement and/or this Section 2.03 and the Custodian shall
be liable for any such loss to the extent provided for in Section 8.01.


 


(d)       In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan or any repurchase
of a Trust Subordinate Companion 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 (other than with respect to any Trust
Subordinate Companion Loan in the case of a substitution), all portions of the Mortgage File and other documents pertaining to
such Mortgage Loan, Trust Subordinate Companion 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,


 






     -194-


     


    

 


so as to vest in such Mortgage
Loan Seller the legal and beneficial ownership of such repurchased or substituted Mortgage Loan or Trust Subordinate Companion
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 or Trust Subordinate Companion Loan set forth in or required to be made pursuant to
Section 6 of any of the Mortgage Loan Purchase Agreements; provided that the foregoing shall in no way limit the ability
of the Master Servicer, Special Servicer or Trustee to take any action against BSPCC or BSPRTI, as applicable, to the extent provided
for pursuant to the related Mortgage Loan Purchase Agreement, including, without limitation, pursuant to Sections 20 and 21 thereof..


 


(f)        The
Master Servicer (in the case of Non-Specially Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans)
shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests), enforce the obligations
of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement. Such enforcement, including, without
limitation, the legal prosecution of claims, if any, shall be carried out in accordance with the Servicing Standard. Any costs
incurred by the Master Servicer or the Special Servicer with respect to the enforcement of the obligations of the applicable Mortgage
Loan Seller under the applicable Mortgage Loan Purchase Agreement shall, to the extent not recovered from the applicable Mortgage
Loan Seller, be deemed to be Servicing Advances to the extent not otherwise provided for herein. The Master Servicer or the Special
Servicer, as applicable, shall be reimbursed for the reasonable costs of such enforcement: first, from a specific recovery,
if any, of costs, expenses or attorneys’ fees against the applicable Mortgage Loan Seller; second, pursuant to Section
3.05(a)(vii) herein out of the related Purchase Price, to the extent that such expenses are a specific component thereof; and
third, if at the conclusion of such enforcement action it is determined that the amounts described in clauses first
and second are insufficient, then pursuant to Section 3.05(a)(viii) herein out of general collections on the Mortgage
Loans on deposit in the Collection Account. Any costs, expenses or attorneys’ fees related to a repurchase of a Companion
Loan shall be paid pursuant to the related Intercreditor Agreement or pursuant to the documents related to an Other Securitization,
if applicable.


 


(g)       If
a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach, which also constitutes a default under the
related Mortgage Loan or Trust Subordinate Companion Loan, as applicable, and is reimbursable thereunder, such Mortgage Loan Seller
shall have a right, and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount
of such expenses from the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant
to this Section 2.03(g) shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator,
the Trust, the Master Servicer and the Special Servicer to recover amounts owed by the related Mortgagor under the terms of such
Mortgage Loan including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances
at the Reimbursement


 






     -195-


     


    

 


Rate, fees owed to the Special Servicer, and unpaid or unreimbursed expenses of the Trustee, the Certificate
Administrator, the Trust, the Master Servicer or the Special Servicer allocable to such Mortgage Loan. The Master Servicer or,
with respect to a Specially Serviced Loan, the Special Servicer, shall use reasonable efforts to recover such expenses for such
Mortgage Loan Seller to the extent consistent with the Servicing Standard, but taking into account the subordinate nature of the
reimbursement to the related Mortgage Loan Seller; provided, however, that the Master Servicer or, with respect to
a Specially Serviced Loan, the Special Servicer, determines in the exercise of its sole discretion consistent with the Servicing
Standard that such actions by it will not impair the Master Servicer’s and/or the Special Servicer’s collection or
recovery of principal, interest and other sums due with respect to the related Mortgage Loan that would otherwise be payable to
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Certificateholders pursuant to the
terms of this Agreement; provided, further, that the Master Servicer or, with respect to a Specially Serviced Loan,
the Special Servicer, may waive the collection of amounts due on behalf of such Mortgage Loan Seller in its sole discretion in
accordance with the Servicing Standard.


 


(h)       If
(i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03
and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying Loan in the related
Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall be deemed to constitute
a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for purposes of this paragraph,
and the related Mortgage Loan Seller shall repurchase or substitute for such other Crossed Underlying Loan(s) in the related Crossed
Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying Loans satisfy the Crossed Underlying
Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such Crossed Mortgage Loan Group satisfy
the Crossed Underlying Loan Repurchase Criteria, the applicable Mortgage Loan Seller may elect either to repurchase or substitute
for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or to repurchase or substitute
for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or other cash collateral or letters
of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed Underlying Loans in accordance with
the related Mortgage Loan documents or otherwise on a pro rata basis based upon their outstanding Stated Principal Balances.
Except as provided in this Section 2.03(h) and Section 2.03(i), all other terms of the related Mortgage Loans shall
remain in full force and effect without any modification thereof.


 


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


 






     -196-


     


    

 


the related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications to the Mortgage
prepared and executed in connection with such partial release.


 


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


 


(k)       (i)
In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage Loan
or Trust Subordinate Companion Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material
Defect with respect to such Mortgage Loan or Trust Subordinate Companion Loan and setting forth the basis for such allegation (a
“Certificateholder Repurchase Request”), such party shall promptly forward that Certificateholder Repurchase
Request to the related Mortgage Loan Seller and each other party to this Agreement. Subject to Section 2.03(l), the Master
Servicer (in the case of Non-Specially Serviced Loans) and the Special Servicer (in the case of Specially Serviced Loans) (the
“Enforcing Servicer”) shall be the Enforcing Party with respect to a Certificateholder Repurchase Request.


 


(ii)         In
the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating
Advisor (solely in its capacity as Operating Advisor) obtains knowledge of a Material Defect with respect to a Mortgage Loan or
Trust Subordinate Companion Loan, that party shall deliver prompt written notice of such Material Defect to each other party to
this Agreement identifying the applicable Mortgage Loan or Trust Subordinate Companion Loan and setting forth the basis for such
allegation (an “PSA Party Repurchase Request” and, either a Certificateholder Repurchase Request or a PSA Party
Repurchase Request, the “Repurchase Request”) and the Master Servicer (with respect to Non-Specially Serviced
Loans) or the Special Servicer (with respect to Specially Serviced Loans) will be required to promptly send the PSA Party Repurchase
Request to the related Mortgage Loan Seller. Prior to the occurrence of a Resolution Failure, the Master Servicer (with respect
to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall act as the Enforcing


 






     -197-


     


    

 


Party and enforce the rights of the Trust against the related Mortgage Loan Seller with respect to a PSA Party Repurchase Request.


 


(iii)        In
the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request
(a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply. Receipt
of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the related Mortgage
Loan Seller.


 


After the Dispute Resolution
Cut-off Date, if no Certificateholder or Certificate Owner has become a Requesting Certificateholder, no Certificateholder or Certificate
Owner shall have the right to elect to refer the Repurchase Request to mediation or arbitration and the Enforcing Servicer, as
the Enforcing Party, shall be the sole party entitled to enforce the Trust’s rights against the related Mortgage Loan Seller,
subject to the consent or consultation rights of the Directing Holder pursuant to Section 6.08.


 


(l)        (i)
After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan or Trust Subordinate Companion
Loan (whether the Repurchase Request was initiated by an Initial Requesting Certificateholder or by a party to this Agreement),
the Enforcing Servicer will be required to send a notice (a “Proposed Course of Action Notice”) to the Initial
Requesting Certificateholder, if any, to the address specified in the Initial Requesting Certificateholder’s Repurchase Request,
and to the Certificate Administrator (which shall be delivered via electronic mail to trustadministrationgroup@wellsfargo.com)
who shall make such notice available to all other Certificateholders and Certificate Owners (by posting such notice on the Certificate
Administrator’s Website) indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase
Request (a “Proposed Course of Action”). Such notice shall include (a) a request to Certificateholders to indicate
their agreement with or dissent from such Proposed Course of Action by clearly marking “agree” or “disagree”
to the Proposed Course of Action on such notice within 30 days of the date of such notice and a disclaimer that responses received
after such 30-day period shall not be taken into consideration, (b) a statement that in the event any Certificateholder disagrees
with the Proposed Course of Action, the Enforcing Servicer shall be compelled to follow or accept the course of action agreed to
and/or proposed by the majority of the responding Certificateholders that involves referring the matter to mediation or arbitration,
as the case may be, (c) a statement that responding Certificateholders will be required to certify their holdings in connection
with such response, (d) a statement that only responses clearly marked “agree” or “disagree” with such
Proposed Course of Action will be taken into consideration and (e) instructions for responding Certificateholders to send their
responses to the applicable Enforcing Servicer and the Certificate Administrator. If (a) the Enforcing Servicer’s intended
course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against the
applicable Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or
any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding
arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise
rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder,
if any, or any other Certificateholder or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing
Servicer, then the Initial Requesting


 






     -198-


     


    

 


Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver
to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”) within 30 days
from the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website (the “Dispute
Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to either mediation or arbitration.
In the event any Certificateholder or Certificate Owner delivers a Preliminary Dispute Resolution Election Notice, and the Enforcing
Servicer has also received responses from other Certificateholders or Certificate Owners supporting the Enforcing Servicer’s
initial Proposed Course of Action, such responses shall be considered Preliminary Dispute Resolution Election Notices supporting
the Proposed Course of Action. The Certificate Administrator shall within three (3) Business Days after the expiration of the 30-day
response period, tabulate the responses received from the Certificateholders and share the results with the Enforcing Servicer.
The Certificate Administrator shall only count responses timely received and clearly indicating agreement or dissent with the related
Proposed Course of Action and additional verbiage or qualifying language shall not be taken into consideration for purposes of
determining whether the related Certificateholder agrees or disagrees with the Proposed Course of Action. The Certificate Administrator
shall be under no obligation to answer any questions from Certificateholders regarding such Proposed Course of Action. For the
avoidance of doubt, the Certificate Administrator’s obligations in connection with this Section 2.03(l) shall be limited
solely to tabulating Certificateholder responses of “agree” or “disagree” to the Proposed Course of Action,
and such obligation shall not be construed to impose any enforcement obligation on the Certificate Administrator. The Enforcing
Servicer may conclusively rely (without investigation) on the Certificate Administrator’s tabulation of the majority of the
responding Certificateholders.


 


(ii)         If
neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner delivers a Preliminary
Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate Owner shall
have the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall be the sole party
entitled to enforce the Trust’s rights against the related Mortgage Loan Seller, subject to the consent or consultation rights
of the Directing Holder pursuant to Section 6.08.


 


(iii)        Promptly
and in any event within 10 Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a) the Initial
Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each of clauses (a) and (b),
a “Requesting Certificateholder”), the Enforcing Servicer will be required to consult with each Requesting Certificateholder
regarding such Requesting Certificateholder’s intention to elect either mediation (including nonbinding arbitration) or arbitration
as the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution Consultation”)
so that such Requesting Certificateholder may consider the views of the Enforcing Servicer as to the claims underlying the Repurchase
Request and possible dispute resolution methods, such discussions to occur and be completed no later than 10 Business Days following
the Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish procedures the Enforcing Servicer deems
in good faith to be in accordance with the Servicing Standard relating to the timing and extent of such consultations. No later
than 5 Business Days after completion of the Dispute Resolution Consultation, a Requesting Certificateholder may provide a final


 






     -199-


     


    

 


notice to the Enforcing Servicer indicating its decision to exercise its right to refer the matter to either mediation or arbitration
(“Final Dispute Resolution Election Notice”).


 


(iv)        If,
following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain obligated
under this Agreement to enforce the rights of the Trust with respect to the Repurchase Request and no Certificateholder or Certificate
Owner shall have any further right to elect to refer the matter to mediation or arbitration.


 


(v)    
   If a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the
Enforcing Servicer, then such Requesting Certificateholder shall become the Enforcing Party and must promptly submit the
matter to mediation (including nonbinding arbitration) or arbitration. If there are more than one Requesting
Certificateholder that timely deliver a Final Dispute Resolution Election Notice, then such Requesting Certificateholders
will collectively become the Enforcing Party, and the holder or holders of a majority of the Voting Rights among such
Requesting Certificateholders will be entitled to make all decisions relating to such mediation or arbitration. If, however,
no Requesting Certificateholder commences arbitration or mediation pursuant to the terms of this Agreement within 30 days
after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights of a Requesting
Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder or Certificate Owner shall have any
further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed Course of Action Notice
indicated that the Enforcing Servicer shall take no further action with respect to the Repurchase Request, then the related
Material Defect shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan
Purchase Agreement, and (iii) if the Proposed Course of Action Notice had indicated a course of action other than the course
of action under clause (ii), then the Enforcing Servicer shall again become the Enforcing Party and, as such, shall be the
sole party entitled to enforce the Trust’s rights against the related Mortgage Loan Seller.


 


(vi)        Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(l) shall not apply, and the Enforcing
Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request,
or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence litigation
with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


 


(vii)       In
the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall remain
a party to any proceedings against the related Mortgage Loan Seller.


 


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


 



     -200-


     


    

 





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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     -201-


     


    

 


arbitrator from the remaining attorneys on the list respecting the preference choices of the parties to
the extent possible.


 


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


 


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


 


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


 


(vi)        The
arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission of any
post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage Loan Purchase
Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent with those
agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted
by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the
Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including the fees
of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’
fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator
shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties. The final determination
of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination permitted under
federal or state law, and may be enforced in any court of competent jurisdiction.


 


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


 



     -202-


     


    

 





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


 


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


 


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


 


(ii)         If
the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District of New York if such court shall have subject
matter jurisdiction, or if the Southern District of New York has no jurisdiction, then in the Supreme Court of the State of New
York for the County of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)  
    The details and/or existence of any Repurchase Request, any informal meetings, mediations or
arbitration proceedings conducted under this Section 2.03, including all offers, promises, conduct and statements,
whether oral or written, made in the course of the parties’ attempt to informally resolve any Repurchase Request, will
be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or
litigation, or other proceeding (including any proceeding under this Section 2.03). Such information will be kept
strictly confidential and 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)        In
the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may
be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to
any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing
Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such
proceeding shall be determined by such Enforcing Servicer in consultation with the Directing Holder (provided that no Consultation
Termination Event has occurred and is continuing and an Excluded Loan is not involved), and in accordance with the Servicing Standard.
All amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited
in the Collection Account. The agreement with the arbitrator or mediator, as the case may be, shall provide that in the event a
Requesting Certificateholder is allocated any related costs and expenses pursuant to the terms of the


 






     -203-


     


    

 


arbitrator’s decision
or the agreement reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for
any such costs and expenses allocated to the Requesting Certificateholder.


 


(v)         In
the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay any expenses
allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the
mediation proceedings.


 


(vi)        The
Trust (or the Enforcing Servicer or the Trustee, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation or
arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, however, that the Certificateholders
shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.06.


 


(vii)       For
the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request
to mediation or arbitration affect in any manner the ability of the Enforcing Servicer to perform its obligations with respect
to a Mortgage Loan or the exercise of any rights of a Directing Certificateholder.


 


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


 


(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; Issuance of Trust Subordinate Companion Loan REMIC Regular Interests.
The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and the Trust Subordinate Companion 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 Trust Subordinate Companion Loan REMICs, the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment
and delivery, (i) in exchange for the Y&L Towers Trust Subordinate Companion Loan, the Trustee acknowledges the issuance of
the and the Y&L Towers Trust Subordinate Companion Loan REMIC Regular Interests and the Class UES-R Interest to the Depositor;
(ii) in exchange for the Standard Highline Trust Subordinate Companion Loan, the Trustee acknowledges the issuance of the Standard
Highline Trust Subordinate Companion Loan REMIC Regular Interests and the Class STN-R Interest to the Depositor; (iii) in exchange
for the Mortgage Loans (other than Excess Interest) and the other assets comprising the Lower-Tier REMIC, receipt of which is
hereby acknowledged, the Trustee acknowledges the issuance of the Lower-Tier Regular Interests and the Class LR Interest to the
Depositor; (iv) the Trustee acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests, the Y&L Towers
Trust Subordinate Companion Loan REMIC Regular


 






     -204-


     


    

 


Interests to the Upper-Tier REMIC and the Standard Highline Trust Subordinate Companion
Loan REMIC Regular Interests to the Upper-Tier REMIC; (v) in exchange for the Lower-Tier REMIC Regular Interests and the Trust
Subordinate Companion Loan REMIC Regular Interests, the Trustee acknowledges the issuance of the Regular Interests and the Class
UR Interest to the Depositor; (vi) the Trustee acknowledges the creation of the Grantor Trust (as described in Section 2.05
below); (vii) the Trustee acknowledges the contribution by the Depositor of the Regular Interests and the ARD Grantor Trust
Assets to the Grantor Trust and (viii) immediately thereafter, in exchange for the related Specific Grantor Trust Assets, the
Trustee acknowledges that it has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate
and to deliver to or upon the order of the Depositor, the Regular Certificates, the Class V Certificates, the Class V-UES Certificates,
the Class V-STN 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 Trust Fund.


 


The Depositor, as of
the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without recourse all the
right, title and interest of the Depositor in and to the Regular Interests to the Trustee for the benefit of the holders of the
Regular Certificates (to the extent of the Class Percentage Interest with the corresponding alphabetical and numerical designation),
the Class V1-UESA Certificates (to the extent of the Class V1-UESA Percentage Interest), the Class V1-STNA Certificates (to the
extent of the Class V1-STNA Percentage Interest), the Class V1-UESD Certificates (to the extent of the Class V1-UESA Percentage
Interest), the Class V1-STNC Certificates (to the extent of the Class V1-STNC Percentage Interest), the Class V1-A Certificates
(to the extent of the Class V1-A Percentage Interest), the Class V1-B Certificates (to the extent of the Class V1-B Percentage
Interest), the Class V1-D Certificates (to the extent of the Class V1-D Percentage Interest), the Class V1-E Certificates (to the
extent of the Class V1-E Certificates), Class V1-F Certificates (to the extent of the Class V1-F Certificates), the Class V1-Z
Certificates (to the extent of the Class V1-Z Percentage Interest), the Class V2-A Certificates (to the extent of the Class V2-A
Percentage Interest), the Class V2-Z Certificates (to the extent of the Class V2-Z Percentage Interest), the Class V2-UES Certificates
(to the extent of the Class V2-UES Percentage Interest) and the Class V2-STN Certificates (to the extent of the Class V2-STN Percentage
Interest). The Trustee (i) acknowledges the assignment to it of the Regular Interests, (ii) declares that it holds and will hold
such Regular Interests in trust for the exclusive use and benefit of all present and future Holders of the Certificates (other
than the Class R and Class Z Certificates) and (iii) has caused the Certificate Administrator to execute, and has caused the Authenticating
Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Regular Interests, and the Depositor
hereby acknowledges the receipt by it or its designees of the Certificates (other than the Class R and Class Z Certificates) in
authorized Denominations.


 


Section
2.05     Creation of the Grantor Trust. (a) The Certificates (other than the Class R Certificates) are hereby
designated as undivided beneficial interests in their respective portions of the Trust Fund consisting of their interests in
the related Specific Grantor Trust Assets, which portions shall be treated as a grantor trust within the meaning of subpart
E, part I of subchapter J of the Code.


 


[End of ARTICLE II]


 



     -205-


     


    




 





 


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 (including,
for the avoidance of doubt, the Trust Subordinate 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, (i) in the
case of the Serviced Companion Loans other than the Trust Subordinate Companion Loans, the Companion Holders and the Trustee (as
holder of the Lower-Tier Regular Interests) and (ii) in the case of the Trust Subordinate Companion Loans, the Holders of the
Loan-Specific Certificates, respectively, and the Trustee, in each case, as a collective whole, taking into account the subordinate
or pari passu nature of such Companion Loans, as the case may be (as determined by the Master Servicer or the Special Servicer,
as the case may be, in its reasonable judgment), in accordance with applicable law, the terms of this Agreement (and, with respect
to each Serviced Whole Loan or any Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement) and the terms
of the respective Mortgage Loans and, if applicable, the related Companion Loan, taking into account the subordinate or pari
passu nature of the Companion Loan, as the case may be. With respect to each Serviced Whole Loan, in the event of a conflict
between this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall control; provided
that in no event shall the Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any
action in accordance with the terms of any Intercreditor Agreement that would cause the Master Servicer or the Special Servicer,
as the case may be, to violate the Servicing Standard or the REMIC Provisions. To the extent consistent with the foregoing, the
Master Servicer and the Special Servicer shall service the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the
Serviced Companion Loans (including, for the avoidance of doubt, the Trust Subordinate 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, 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


 






     -206-


     


    

 


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 or
Trust Subordinate Companion Loan as a Mortgage Loan Seller (if the Master Servicer or the Special Servicer or any of their respective
Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing Standard”).


 


The Master Servicer and
the Special Servicer shall act in accordance with the Servicing Standard with respect to any action required to be taken regarding
the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


 


Without limiting the
foregoing, subject to Section 3.19, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans
(other than the Non-Serviced Mortgage Loans, except in the case of Section 2.03(f) and Section 2.03(k) through Section
2.03(o)), any related Serviced Companion Loans as to which a Servicing Transfer Event has occurred and is continuing (each,
a “Specially Serviced Loan”) or as otherwise provided herein with respect to Non-Specially Serviced Loans in
connection with any Major Decision and (ii) any REO Properties (other than the Non-Serviced Mortgaged Properties); provided
that the Master Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all
reports, required hereunder with respect to the Specially Serviced Loans, except for the reports specified herein as prepared by
the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO
Loans) as if no REO Acquisition had occurred, and to render such services with respect to such Specially Serviced Loans and REO
Properties as are specifically provided for herein; provided, further, however, that the Master Servicer shall
not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to
provide


 






     -207-


     


    

 


sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise
comply with its obligations hereunder. The Master Servicer, in its capacity as Master Servicer, will not have any responsibility
for the performance by the Special Servicer, in its capacity as Special Servicer, of its duties under this Agreement. The Special
Servicer, in its capacity as Special Servicer, will not have any responsibility for the performance by the Master Servicer, in
its capacity as Master Servicer, of its duties under this Agreement. Each Mortgage Loan or any related Serviced Companion Loan
that becomes a Specially Serviced Loan shall continue as such until satisfaction of the conditions specified in Section 3.19(a).
Without limiting the foregoing, subject to Section 3.19, the Master Servicer shall be obligated to service and administer
any Non-Specially Serviced Loan or any related Serviced Companion Loan. The Special Servicer shall make the property inspections,
use its reasonable efforts to collect the financial statements, budgets, operating statements and rent rolls and forward to the
Master Servicer the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Loans in accordance
with Section 3.12. After notification to the Master Servicer, the Special Servicer may contact the Mortgagor of any Non-Specially
Serviced Loan if efforts by the Master Servicer to collect required financial information have been unsuccessful or any other issues
remain unresolved. Such contact shall be coordinated through and with the cooperation of the Master Servicer. No provision herein
contained shall be construed as an express or implied guarantee by the Master Servicer or the Special Servicer of the collectability
or recoverability of payments on the Mortgage Loans or any related Serviced Companion Loan or shall be construed to impair or adversely
affect any rights or benefits provided by this Agreement to the Master Servicer or the Special Servicer (including with respect
to Servicing Fees, Special Servicing Fees or the right to be reimbursed for Advances and interest accrued thereon). Any provision
in this Agreement for any Advance by the Master Servicer or the Trustee is intended solely to provide liquidity for the benefit
of the Certificateholders and not as credit support or otherwise to impose on any such Person the risk of loss with respect to
one or more of the Mortgage Loans or any related Serviced Companion Loans. No provision hereof shall be construed to impose liability
on the Master Servicer or the Special Servicer for the reason that any recovery to the Certificateholders in respect of a Mortgage
Loan at any time after a determination of present value recovery is less than the amount reflected in such determination.


 


(b)       Subject
only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of the
respective Mortgage Loans or any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable, and applicable
law, the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, in the case of the
Master Servicer, subject to Section 3.20, through one or more Sub-Servicers, to do or cause to be done any and all things
in connection with such servicing and administration for which it is responsible which it may deem necessary or desirable. Without
limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name (or in the name
of the Trustee and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered by the Trustee
to execute and deliver, on behalf of the Certificateholders (and, with respect to a Serviced Companion Loan, the related Serviced
Companion Noteholder) and the Trustee or any of them, with respect to each Mortgage Loan, any related Serviced Companion Loan,
it is obligated to service under this Agreement: (i) any and all financing statements, continuation statements and other documents
or instruments necessary to maintain the lien created by the related Mortgage or other security document in the related Mortgage
File on the related Mortgaged Property and


 






     -208-


     


    

 


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 or Trust Subordinate Companion 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 R-2,
respectively, attached hereto (or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer,
as applicable) and (ii) upon request, furnish, or cause to be furnished, to the Master Servicer or the Special Servicer any powers
of attorney substantially in the form of Exhibit R-1 or R-2, respectively, attached hereto (or such other form as
mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and other documents necessary
or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative
duties hereunder; provided, however, that the Trustee shall not be held responsible or liable for any acts of the
Master Servicer or the Special Servicer, or for any negligence with respect to, or misuse of, any such power of attorney by the
Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary, the Master Servicer or the
Special Servicer, as the case may be, shall not, without the Trustee’s written consent: (i) initiate any action, suit or
proceeding solely under the Trustee’s name without indicating the Master Servicer’s or the Special Servicer’s,
as the case may be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction in which any such
action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the
Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the
Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment
of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing
such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s
or the Special Servicer’s, as applicable, representative capacity)) or (ii) take any action with the intent to cause, and
that actually causes, the Trustee to be required to be registered to do business in any state.


 


(c)       To
the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan documents
(including any related Intercreditor Agreement) to exercise its discretion with respect to any action that requires Rating Agency
Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in
the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if
any) or Loan-Specific Certificates (provided that such rating agency confirmation may be considered satisfied in the 





 






     -209-


     


    

 


same manner as any
Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the
Master Servicer shall require the costs of such Rating Agency Confirmation to be borne by the related Mortgagor. To the
extent the terms of the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor
Agreement) require the Mortgagor to bear the costs of any Rating Agency Confirmation or confirmation of any applicable rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
class of Serviced Companion Loan Securities (if any) or Loan-Specific Certificates (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25), the Master Servicer shall not waive the requirement that
such costs and expenses be borne by the related Mortgagor. To the extent that the terms of the related Mortgage Loan
documents or Companion Loan documents (including any related Intercreditor Agreement) are silent as to who bears the costs of
any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if
any) or Loan-Specific Certificates (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25), the Master Servicer shall use reasonable efforts to have the Mortgagor bear such costs and expenses. The Master
Servicer shall not be responsible for the payment of such costs and expenses out of pocket other than as a Servicing
Advance.


 


(d)       The
relationship of each of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended by the parties
to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)       The
Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)
      Within sixty (60) days (or such shorter time period as is required by the terms of
the applicable Mortgage Loan documents) after the later of (i) the receipt thereof by the Master Servicer and (ii) the
Closing Date, (x) the applicable Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement shall notify each
provider of a letter of credit for each Mortgage Loan identified as having a letter of credit on the Mortgage Loan Schedule,
that the Master Servicer (in care of the Trustee, as titled in Section 2.01(b)) for the benefit of the
Certificateholders and any related Companion Holders shall be the beneficiary under each such letter of credit and (y) the
Master Servicer shall notify each lessor under a Ground Lease for each Mortgage Loan identified as subject to a leasehold
interest on the Mortgage Loan Schedule, that the Trust is the leasehold mortgagee, that any notices of default under such
Ground Lease and 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


 






     -210-


     


    

 


cooperate with
the reasonable requests of the Master Servicer or Special Servicer in connection with making a draw under such letter of
credit. If the Mortgage Loan documents do not require the related Mortgagor to pay any costs and expenses relating to any
modifications to or assignment of the related letter of credit, then the applicable Mortgage Loan Seller shall pay such costs
and expenses as and to the extent required under the applicable Mortgage Loan Purchase Agreement. If the Mortgage Loan
documents require the related Mortgagor to pay any costs and expenses relating to any modifications to the related letter of
credit, and such Mortgagor fails to pay such costs and expenses after the Master Servicer has exercised reasonable efforts to
collect such costs and expenses from such Mortgagor, then the Master Servicer shall give the applicable Mortgage Loan Seller
notice of such failure and the amount of costs and expenses, and such Mortgage Loan Seller shall pay such costs and expenses
as and to the extent required under the applicable Mortgage Loan Purchase Agreement. The costs and expenses of any
modifications to Ground Leases shall be paid by the related Mortgagor. Neither the Master Servicer nor the Special Servicer
shall have any liability for the failure of any Mortgage Loan Seller to perform its obligations under the related Mortgage
Loan Purchase Agreement.


 


(g)      Notwithstanding
anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make an Advance with respect
to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer included in the Trust
Fund.


 


(h)       Servicing
and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Intercreditor Agreement
for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer
period as any amounts payable by the related Companion Holder to or for the benefit of the Trust or any party hereto, or payable
to the related Companion Holder, in accordance with the related Intercreditor Agreement remain due and owing.


 


(i)        The
Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced Whole
Loan, that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the
Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to any
such Intercreditor Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement shall
be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, (i) with respect to any Serviced
Pari Passu Whole Loan, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan, in accordance
with the respective outstanding principal balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loan or (ii) with respect to any Serviced AB Whole Loan, first, by the related AB Subordinate Companion Loan (and with respect
to The Standard Highline NYC Whole Loan, first, by the Standard Highline Non-Trust Junior Subordinate Companion Loan, then,
by the Standard Highline Non-Trust Senior Subordinate Companion Loan and then, by the Standard Highline Trust Subordinate
Companion Loan, and correspondingly by the related Loan-Specific Certificates) and then, pro rata and pari passu,
by the Trust and any Serviced Pari Passu Companion Loan, in accordance with the respective outstanding principal balances of the
related Mortgage Loan and Serviced Pari Passu Companion Loan.


 



     -211-


     


    

 





(j)        Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related Intercreditor
Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect to making Advances)
even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing agreement
is entered into in accordance with the related Intercreditor Agreement (it being acknowledged that neither the Master Servicer
nor the Special Servicer shall be obligated under a separate agreement to which it is not a party); provided that, other
than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred
in connection with a legal claim or action resulting from an action or inaction taken or not taken while the related Serviced Mortgage
Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan on and after
the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust Fund and the
Master Servicer shall have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases to be part
of the Trust Fund; provided, however, that if, in the case of any Serviced Whole Loan, the related Serviced Companion
Loan continues to be included in an Other Securitization, then for so long as a separate servicing agreement (pursuant to the related
Intercreditor Agreement) has not been entered into, the Master Servicer shall inform the related Other Servicer of any need to
make Servicing Advances with respect to a Serviced Whole Loan within three (3) Business Days of determining that such an Advance
is necessary or being notified that such an Advance is necessary, or in the case of a Servicing Advance that needs to be made on
an emergency or urgent basis, within one (1) Business Day. With respect to Servicing Advances made by any Other Servicer as contemplated
in the second proviso to the preceding sentence, the Master Servicer shall, from collections on the related Serviced Whole Loan
(but never out of general collections on the Mortgage Loans and REO Properties) received by the Master Servicer, reimburse the
Other Servicer for such Servicing Advances in the same manner and on the same level of priority as if such Servicing Advances had
been made by the Master Servicer hereunder.


 


(k)       Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Intercreditor Agreement and
the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under the related
Non-Serviced PSA. The Master Servicer (or, with respect to any Specially Serviced Loan, the Special Servicer) shall use reasonable
efforts consistent with the Servicing Standards to enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan)
under the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA.


 


(l)     
  The parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the
related Non-Serviced Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor
Agreement, (i) the related Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer
and Non-Serviced Special Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the related
Non-Serviced Companion Loan is no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the related Non- 


 






     -212-


     


    

 


Serviced Mortgage Loan is included in the Trust Fund, then, as set forth in the related Non-Serviced
Intercreditor Agreement, the related Non-Serviced Whole Loan shall continue to be serviced in accordance with the related
Non-Serviced PSA, until such time as a new servicing agreement has been agreed to by the parties to the related Non-Serviced
Intercreditor Agreement in accordance with the provisions of such agreement and confirmation has been obtained from the
Rating Agencies that such new servicing agreement would not result in a downgrade, qualification or withdrawal of the
then-current ratings of any Class of Certificates then outstanding.


 


(m)      Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement. The Master Servicer
(or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable efforts consistent
with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced Mortgage Loan)
under the related Intercreditor Agreement. In the event of any conflict between this Agreement and the related Intercreditor Agreement,
the provisions of the related Intercreditor Agreement shall control.


 


(n)       In
connection with the securitization of any Serviced Companion Loan (in each case, only while it is a Serviced Companion Loan), upon
the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer,
the Special Servicer (if such Serviced Companion Loan is a Specially Serviced Loan) and the Trustee, as applicable, shall use reasonable
efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information
relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for
inclusion in any disclosure document(s) relating to such Other Securitization.


 


(o)       The
parties hereto acknowledge and agree that the servicing and administration of the Trust Subordinate Companion Loans shall continue
hereunder by the Master Servicer and the Special Servicer even if the related Mortgage Loan is no longer part of the Trust Fund
subject to the provisions of Section 3.31(g).


 


Section
3.02     Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall use
reasonable efforts consistent with the Servicing Standard to collect all payments called for under the terms and provisions
of the Mortgage Loans and the Companion Loans it is obligated to service hereunder, and shall follow such collection
procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided
that with respect to each Mortgage Loan that has an Anticipated Repayment Date, so long as the related Mortgagor is in
compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not
take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Excess Interest,
other than requests for collection, until the Maturity Date of the related Mortgage Loan or until the outstanding principal
balance of such Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full); provided, further,
that the Master Servicer or the Special Servicer, as the case may be, may take action to enforce the


 






     -213-


     


    

 


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;


 


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


 


fourth, to the
extent not previously allocated pursuant to clause first or second, as a recovery of principal of such Mortgage Loan
then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage
Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


 


fifth, as a recovery
of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the reductions (if
any) in the amount of


 






     -214-


     


    

 


related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction
Amounts, plus (B) any unpaid interest (exclusive of Default Interest and Excess Interest) that accrued at the related Net Mortgage
Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in
effect from time to time and as to which no P&I Advance was made (to the extent collections have not been allocated as recovery
of such accrued and unpaid interest pursuant to this clause fifth on earlier dates);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     -215-


     


    

 


in that order; provided, further, that with respect to each Mortgage Loan related to a Serviced Whole Loan,
amounts collected with respect to the related Serviced Whole Loan shall be allocated first pursuant to the terms of the related
Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be subject to application as
described above.


 


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


 


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


 


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


 


third, to the
extent not previously so allocated pursuant to clause first or second above, as a recovery of accrued and unpaid
interest on such Mortgage Loan to the extent of the excess of (i) unpaid interest (exclusive of Default Interest and Excess Interest)
accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage
interest accrual period, over (ii) after taking into account any allocations pursuant to fifth below or clause fifth
of Section 3.02(b) on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause
(i) of this clause third that either (A) was not advanced because of the reductions (if any) in the amount of related
P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or (B) accrued
at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


 


fourth, to the
extent not previously allocated pursuant to clause first or second above, as a recovery of principal of such Mortgage
Loan to the extent of its entire unpaid principal balance;


 


fifth, as a recovery
of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the reductions (if
any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction
Amounts, plus (B) any unpaid interest (exclusive of Default Interest and Excess Interest) that accrued at the related Net Mortgage
Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in
effect from time to time and as to which no P&I Advance was made (to the extent collections


 






     -216-


     


    

 


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;


 


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


 


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


 


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


 


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


 


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


 


(d)       In
the event that the Master Servicer or the Special Servicer receives Excess Interest prior to the Determination Date for any Collection
Period, or receives notice


 






     -217-


     


    

  


from the related Mortgagor that the Master Servicer or the Special Servicer will be receiving Excess
Interest prior to the Determination Date for any Collection Period, the Master Servicer or the Special Servicer, as the case may
be, shall notify the Trustee and Certificate Administrator two (2) Business Days prior to the related Distribution Date in the
CREFC® Loan Periodic Update File. None of the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee shall be responsible for any failure of the related Mortgagor to pay any such Excess Interest or prepayment penalty.
The preceding statements shall not, however, be construed to limit the provisions of Section 3.02(a).


 


(e)       With
respect to any Mortgage Loan (or a Trust Subordinate Companion Loan, as applicable) 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 or Trust Subordinate Companion Loan documents, as applicable, the Master Servicer shall, to the extent
consistent with the Servicing Standard, hold such escrows, letters of credit and proceeds thereof as additional collateral and
not apply such items to reduce the principal balance of such Mortgage Loan or Serviced Companion Loan, unless otherwise required
to do so pursuant to the applicable Mortgage Loan documents, applicable law or court order.


 


(f)        Promptly
following the Closing Date, and, with respect to any Servicing Shift Mortgage Loan, promptly following receipt of written notice
by the Certificate Administrator of the related Servicing Shift Securitization Date, in the case of any Non-Serviced Whole Loan,
the Certificate Administrator shall send written notice (in the form attached hereto as Exhibit T) to the related Non-Serviced
Master Servicer (with a copy to any other applicable party set forth on the schedule of addresses to Exhibit T) stating
that, as of such date, the Trustee is the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master
Servicer to remit to the Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as the case
may be, to the Master Servicer all reports, statements, documents, communications and other information that are to be forwarded,
delivered or otherwise made available to, the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor
Agreement and the related Non-Serviced PSA. The Master Servicer shall, within two (2) Business Days of receipt of properly identified
funds, deposit into the Collection Account all amounts received with respect to the related Non-Serviced Mortgage Loan, the related
Non-Serviced Mortgaged Property or any related REO Property.


 


Section
3.03      Collection of Taxes, Assessments and Similar Items; Servicing Accounts. (a) The
Master Servicer shall establish and maintain one or more accounts (the “Servicing Accounts”), into which
all Escrow Payments shall be deposited and retained, and shall administer such Servicing Accounts in accordance with the
Mortgage Loan documents and, if applicable, the Companion Loan documents, as the case may be. Any Servicing Account related
to a Serviced Whole Loan shall be held for the benefit of the Certificateholders and the related Serviced Companion
Noteholder collectively, but this shall not be construed to modify respective interests of either noteholder therein as set
forth in the related Intercreditor Agreement. Amounts on deposit in Servicing Accounts may only be invested in accordance
with the terms of the related Mortgage Loan documents and Companion Loan documents, as applicable, or in Permitted
Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall be Eligible Accounts to the
extent permitted by the terms of the related


 






     -218-


     


    

 


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 such items at the
time they first become due and, in any event, prior to the institution of


 






     -219-


     


    

 


foreclosure or similar proceedings with respect to the
related Mortgaged Property for nonpayment of such items.


 


(c)       In
accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each Serviced
Whole Loan, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting the payment of (i) real
estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents (if applicable) and
(iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected from the related Mortgagor
(or related REO Revenues, if applicable) are insufficient to pay such item when due and the related Mortgagor has failed to pay
such item on a timely basis, and provided, however, that the particular advance would not, if made, constitute a
Nonrecoverable Servicing Advance and provided, further, however, that with respect to the payment of taxes
and assessments, the Master Servicer shall not be required to make such advance until the later of (i) five (5) Business Days after
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, has received confirmation
that such item has not been paid and (ii) the date prior to the date after which any penalty or interest would accrue in respect
of such taxes or assessments. The Special Servicer shall give the Master Servicer and the Trustee no less than five (5) Business
Days’ written (facsimile or electronic) notice before the date on which the Master Servicer is requested to make any Servicing
Advance with respect to a given Specially Serviced Loan or REO Property; provided, however, that only two (2) Business
Days’ written (facsimile or electronic) notice shall be required in respect of Servicing Advances required to be made on
an emergency or urgent basis provided, further, that the Special Servicer shall not be entitled to make such a request
(other than for Servicing Advances required to be made on an urgent or emergency basis) more frequently than once per calendar
month (although such request may relate to more than one Servicing Advance). The Master Servicer may pay the aggregate amount of
such Servicing Advances listed on a monthly request to the Special Servicer, in which case the Special Servicer shall remit such
Servicing Advances to the ultimate payees. The Special Servicer shall have no obligation to make any Servicing Advances; provided
that in an urgent or emergency situation requiring the making of a Servicing Advance, the Special Servicer may make a Servicing
Advance. Within five (5) Business Days of making such a Servicing Advance, the Special Servicer shall deliver to the Master Servicer
request for reimbursement for such Servicing Advance, along with all information and documentation in the Special Servicer’s
possession regarding the subject Servicing Advance as the Master Servicer may reasonably request, and the Master Servicer shall
be obligated, out of such Master Servicer’s own funds, to reimburse the Special Servicer for any unreimbursed Servicing Advances
(other than Nonrecoverable Servicing Advances) made by the Special Servicer pursuant to the terms hereof), together with interest
thereon at the Reimbursement Rate from the date made to, but not including, the date of reimbursement. Such reimbursement and any
accompanying payment of interest shall be made within five (5) Business Days of the written request therefor pursuant to the preceding
sentence by wire transfer of immediately available funds to an account designated in writing by the Special Servicer. Upon the
Master Servicer’s reimbursement to the Special Servicer of any Servicing Advance and payment to the Special Servicer of interest
thereon, all in accordance with this Section 3.03, the Master Servicer shall for all purposes of this Agreement be deemed
to have made such Servicing Advance at the same time as the Special Servicer actually made such Servicing Advance, and accordingly,
the Master Servicer shall be entitled to be reimbursed for such Servicing Advance, together with interest thereon at the Reimbursement
Rate, at the same


 






     -220-


     


    

 


time, in the same manner and to the same extent as the Master Servicer would otherwise have been entitled if
it had actually made such Servicing Advance at the time the Special Servicer did. Notwithstanding the foregoing provisions of this
Section 3.03, the Master Servicer shall not be required to reimburse the Special Servicer for any such Servicing Advance
if the Master Servicer determines in accordance with the Servicing Standard that such Servicing Advance, although not characterized
by the Special Servicer as a Nonrecoverable Servicing Advance, is in fact a Nonrecoverable Servicing Advance. The Master Servicer
shall notify the Special Servicer in writing of such determination and, if applicable, such Nonrecoverable Servicing Advance shall
be reimbursed to the Special Servicer pursuant to Section 3.05 of this Agreement.


 


Any request by the Special
Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such
requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively
rely on such determination, provided that the determination shall not be binding on the Master Servicer or Trustee. On the
first Business Day after the Determination Date for the related Distribution Date, the Special Servicer shall report to the Master
Servicer if the Special Servicer determines any Servicing Advance previously made by the Master Servicer with respect to a Specially
Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall be entitled to conclusively rely on
such a determination, but such determination shall not be binding upon the Master Servicer, and shall in no way limit the ability
of the Master Servicer in the absence of such determination to make its own determination that any Advance is a Nonrecoverable
Advance. If the Special Servicer makes a determination that only a portion of, and not all of, any previously made or proposed
Servicing Advance is a Nonrecoverable Advance, the Master Servicer shall have the right to make its own subsequent determination
that any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable Advance. All such Advances
shall be reimbursable in the first instance from related collections from the Mortgagors and further as provided in Section
3.05(a). No costs incurred by the Master Servicer or the Special Servicer in effecting the payment of real estate taxes, assessments
and, if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including, without limitation,
the Certificate Administrator’s calculation of monthly distributions to Certificateholders, be added to the unpaid principal
balances of the related Mortgage Loans or any related Serviced Companion Loan, if applicable, notwithstanding that the terms of
such Mortgage Loans or related Serviced Companion Loan, if applicable, so permit. If the Master Servicer fails to make any required
Servicing Advance as and when due (including any applicable cure periods), to the extent the Trustee has actual knowledge of such
failure, the Trustee shall make such Servicing Advance pursuant to Section 7.05. Notwithstanding anything herein to the
contrary, no Servicing Advance shall be required hereunder if such Servicing Advance would, if made, constitute a Nonrecoverable
Servicing Advance. In addition, the Master Servicer shall consider Unliquidated Advances in respect of prior Servicing Advances
for purposes of nonrecoverability determinations. The Special Servicer shall have no obligation to make any Servicing Advances
under this Agreement.


 


Notwithstanding the foregoing
provisions of this Section 3.03(c), the Master Servicer shall not be required to reimburse the Special Servicer out of its
own funds for, or to make at the direction of the Special Servicer, any Servicing Advance if the Master Servicer determines that
such Servicing Advance, although not characterized by the Special Servicer as a


 






     -221-


     


    

 


Nonrecoverable Servicing Advance, is a Nonrecoverable
Servicing Advance. The Master Servicer shall notify the Special Servicer in writing of such determination and, if applicable, such
Nonrecoverable Servicing Advance shall be reimbursed to the Special Servicer pursuant to Section 3.05(a).


 


Notwithstanding anything
to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but shall not
be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make a payment from
amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount thereof by a Companion
Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal and then from
all other amounts comprising general collections) to pay for certain expenses set forth below notwithstanding that the Master Servicer
(or the Special Servicer, as applicable) has determined that a Servicing Advance with respect to such expenditure would be a Nonrecoverable
Servicing Advance (unless, with respect to Specially Serviced Loans or REO Loans, the Special Servicer has notified the Master
Servicer to not make such expenditure), where making such expenditure would prevent (i) the related Mortgaged Property from being
uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage,
or the loss of any security for the related Mortgage Loan or Serviced Companion Loan; provided that in each instance, the
Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard (as evidenced by an
Officer’s Certificate delivered to the Trustee) that making such expenditure is in the best interest of the Certificateholders
(and, if applicable, the Companion Holders), all as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loans, as the case may be). The Master Servicer or Trustee may elect to obtain reimbursement of Nonrecoverable
Servicing Advances from the Trust pursuant to the terms of Section 3.17(c). The parties acknowledge that pursuant to the
applicable Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated to make servicing advances with respect to
the related Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall be entitled to reimbursement for Nonrecoverable
Servicing Advances with respect to such Non-Serviced Whole Loan (with, in each case, any accrued and unpaid interest thereon provided
for under the applicable Non-Serviced PSA) in the manner set forth in the applicable Non-Serviced PSA and the applicable Non-Serviced
Intercreditor Agreement.


 


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


 






     -222-


     


    

 


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) or Trust Subordinate Companion 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) or Trust Subordinate Companion
Loan, the Master Servicer shall request from the Mortgagor written confirmation of such actions and remediations within a reasonable
time after the later of the Closing Date and the date as of which action or remediations are required to be or to have been taken
or completed. To the extent a Mortgagor shall fail to promptly respond to any inquiry described in this Section 3.03(e),
the Master Servicer shall report any such failure to the Special Servicer within a reasonable time after the date as of which actions
or remediations are required to be or to have been taken or completed.


 


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


 


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


 


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


 



     -223-


     


    

 





(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, the Trust Subordinate Companion 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.


 



     -224-


     


    

 





Upon receipt of any of
the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the Special
Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection Account, in
accordance with this Section 3.04(a). Any such amounts received by the Special Servicer with respect to an REO Property
shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Collection
Account, pursuant to Section 3.14(c). With respect to any such amounts paid by check to the order of the Special Servicer,
the Special Servicer shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly
deliver any such check to the Master Servicer by overnight courier. Funds in the Collection Account may only be invested in Permitted
Investments in accordance with the provisions of Section 3.06. As of the Closing Date, the Collection Account for the Master
Servicer shall be located at the offices of KeyBank National Association. The Master Servicer shall give notice to the Trustee,
the Special Servicer, the Certificate Administrator and the Depositor of the new location of the Collection Account prior to any
change thereof.


 


For purposes of determining
amounts to be deposited in the Collection Account in respect of any Trust Subordinate Companion Loan and the related Mortgage Loan,
the Master Servicer shall determine the allocation of such amounts in accordance with the related Intercreditor Agreement. All
amounts so allocable to any Trust Subordinate Companion Loan shall be held separate and apart from other amounts deposited in the
Collection Account (or in a subaccount of the Collection Account) and may be withdrawn from the Collection Account (pursuant to
Section 3.04 and otherwise) only to the extent set forth in this Agreement and not specifically prohibited under the related
Intercreditor Agreement.


 


(b)       The
Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account,
the Interest Reserve Account and the Gain-on-Sale Reserve Account in trust for the benefit of the Certificateholders (other than
Holders of Loan-Specific Certificates and the Class Z Certificates), (provided that any Gain-on-Sale Proceeds with respect
to any Trust Subordinate Companion Loan shall be deemed distributed by the related Trust Subordinate Companion Loan REMIC in respect
of the Class UES-R Interest or Class STN-R Interest, as applicable, to the Holders of the Class R Certificates and then re-contributed
in respect of the Class LR Interest and held by the Certificate Administrator as an asset of the Lower-Tier REMIC for the benefit
of the Trustee as Holder of the Lower Tier Regular Interests and the applicable Loan-Specific Certificateholders), (ii) the Upper-Tier
REMIC Distribution Account in trust for the benefit of the Certificateholders (other than the Holders of the Class Z Certificates),
(iii) the Regular Interest Distribution Account in trust for the benefit of the Certificateholders (other than the Holders of the
Class R and Class Z Certificates), (iv) the Trust Subordinate Companion Loan REMIC Distribution Accounts for the benefit of the
Holders of the Loan-Specific Certificates and (iv) the Excess Interest Distribution Account in trust for the benefit of the Holders
of the Class V1-Z, Class V2-Z and Class Z Certificates. The Master Servicer shall deliver to the Certificate Administrator each
month on or before the P&I Advance Date therein, for deposit (v) in the Lower-Tier REMIC Distribution Account, that portion
of the Pooled 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 Pooled Available Funds) for, and any Yield Maintenance Charges with
respect to the Mortgage Loans distributable on, the related Distribution Date, (w) in the Excess Interest Distribution


 






     -225-


     


    

 


Account
all Excess Interest for the related Distribution Date then on deposit in the Collection Account after giving effect to withdrawals
of funds pursuant to Section 3.05(a)(ii), (x) in the Y&L Towers Trust Subordinate Companion Loan REMIC Distribution
Account, the Y&L Towers Trust Subordinate Companion Loan Available Funds attributable to the Y&L Towers Trust Subordinate
Companion Loan for, and any Yield Maintenance Charges with respect to the Y&L Towers Trust Subordinate Companion Loan distributable
on, the related Distribution Date and (y) in the Standard Highline Trust Subordinate Companion Loan REMIC Distribution Account,
the Standard Highline Trust Subordinate Companion Loan Available Funds attributable to the Standard Highline Trust Subordinate
Companion Loan for, and any Yield Maintenance Charges with respect to the Standard Highline Trust Subordinate Companion Loan distributable
on, the related Distribution Date. For the avoidance of doubt, so long as Wells Fargo Bank, National Association is the Certificate
Administrator, all funds held in the Distribution Accounts, the Interest Reserve Account and the Excess Interest Distribution Account
shall remain uninvested.


 


With respect to each
Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Companion
Distribution Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder, to be held
for the benefit of the related Companion Holder and shall, within two (2) Business Days following the Companion Paying Agent’s
receipt of properly identified and available funds, deposit in the Companion Distribution Account any and all amounts received
by the Companion Paying Agent that are required by the terms of this Agreement or the applicable Intercreditor Agreement to be
deposited therein; provided, however, that the Companion Paying Agent shall separately track for each Serviced Companion
Loan all amounts deposited with respect to such Serviced Companion Loan. The Master Servicer shall deliver to the Companion Paying
Agent each month, on or before the P&I Advance Date therein, for deposit in the Companion Distribution Account, an aggregate
amount of immediately available funds, to the extent received with respect to the related Serviced Whole Loan, to the extent of
available funds, equal to the amount to be distributed to the related Companion Holder pursuant to the terms of this Agreement
and the related Intercreditor Agreement. Notwithstanding the preceding, the following provisions shall apply to remittances relating
to the Serviced Companion Loans that have been deposited into an Other Securitization: (1) on each Serviced Whole Loan Remittance
Date, the Master Servicer shall withdraw from the Collection Account (or applicable portion thereof) an aggregate amount equal
to all payments and/or collections actually received on, and payable to, such Serviced Companion Loans prior to such dates; provided,
however, that in no event shall the Master Servicer be required to transfer to the Companion Distribution Account any portion
thereof that is payable or reimbursable to or at the direction of any party to this Agreement under the other provisions of this
Agreement and/or the related Intercreditor Agreement; and (2) on each Serviced Whole Loan Remittance Date, the Companion Paying
Agent shall make the payments and remittance described in Section 4.01(o), which payments and remittance shall be made,
in each case, on the Serviced Whole Loan Remittance Date. In addition, with respect to any amounts that represent Late Collections
on a Companion Loan for which a P&I Advance has already been paid by a master servicer or trustee under any Other Pooling and
Servicing Agreement, the Master Servicer shall remit such Late Collections to such master servicer or trustee under such Other
Pooling and Servicing Agreement, as applicable, within two Business Days of receipt of properly identified funds.


 



     -226-


     


    




 


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


 


In addition to the amounts
required to be deposited in the Lower-Tier REMIC Distribution Account or any Trust Subordinate Companion Loan 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 (or each Trust Subordinate Companion Loan REMIC Distribution
Account in respect to the related Trust Subordinate Companion Loan):


 


(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, Trust Subordinate Companion 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 and the Trust Subordinate Companion Loans, as applicable, actually
collected; and


 


(v)         any
other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account or any Trust Subordinate Companion
Loan REMIC Distribution Account (in respect to the related Trust Subordinate Companion Loan) pursuant to any provision of this
Agreement.


 


If, as of the close of
business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in the foregoing clauses
(i) through (v) or any Excess Interest are required to be delivered hereunder, the Master Servicer shall not have delivered
to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account, each Trust Subordinate Companion Loan
REMIC Distribution Account (in respect to the related Trust Subordinate Companion Loan) or the Excess Interest Distribution Account,
as applicable, the amounts required to be deposited therein pursuant to the provisions of this Agreement (including any P&I
Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a)), the Master Servicer shall pay the Certificate
Administrator interest on such late payment at the Prime Rate from and including the date such payment was required to be made


 






     -227-


     


    

 


(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, each Trust Subordinate Companion Loan REMIC Distribution
Account (in respect to the related Trust Subordinate Companion Loan) or the Excess Interest Distribution Account, as applicable,
any and all amounts received by the Certificate Administrator that are required by the terms of this Agreement to be deposited
therein.


 


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


 


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


 


Funds on deposit in the
Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution
Account, the Lower-Tier REMIC Distribution Account or any Trust Subordinate Companion Loan 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 2017-CX10 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX10 as their interests may appear”, or in the name of
any successor trustee, as Trustee for the Holders of the CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2017-CX10 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


 






     -228-


     


    

 


withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments
shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset
by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds immediately as realized.
If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may be, any amount not required
to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution
Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


On the Closing Date,
the Depositor shall deposit $250,000 with the Certificate Administrator, to be credited to the Legal Fee Reserve Account. Funds
held in the Legal Fee Reserve Account shall remain uninvested. Annually, on or about April 1st beginning 2018, upon
receipt by the Certificate Administrator from the Depositor of a legal invoice related to Commission compliance matters, the Certificate
Administrator shall pay such legal invoice from and solely to the extent of funds then on deposit in the Legal Fee Reserve Account.
Any such instruction shall be sent by email to cts.cmbs.bond.admin@wellsfargo.com, along with a copy of the invoice, and a subject
line reference of “CSAIL 2017-CX10 - Legal Fee Reserve Account”. The Legal Fee Reserve Account will not be a part of
the Trust Fund, either Trust REMIC or the Grantor Trust. The Depositor will be the beneficial owner of the Legal Fee Reserve Account
for all federal income tax purposes, and shall be taxable on all income earned therefrom.


 


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


 


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


 


As of the Closing Date,
the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier
REMIC Distribution Account, each Trust Subordinate Companion Loan REMIC Distribution Account and the Regular Interest Distribution
Account shall be located at the offices of the Certificate Administrator. The Certificate Administrator shall give notice to the
Trustee, the Master Servicer and the Depositor of the proposed location of the Interest Reserve Account, the Excess Interest Distribution
Account, the Upper-Tier REMIC Distribution Account, the Trust Subordinate Companion Loan REMIC Distribution Accounts, the Lower-Tier
REMIC Distribution Account, the Regular Interest Distribution Account and, if established, the Gain-on-Sale Reserve Account prior
to any change thereof.


 


For the avoidance of
doubt, the Collection Account (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution Account,
if it is a sub-account of the Collection Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account,
any Servicing Account, the REO Account and the Interest Reserve Account (including interest, if any, earned on the investment of
funds in such accounts) will be owned by the Lower-


 






     -229-


     


    

 


Tier REMIC; the Excess Interest Distribution Account (and any portion of the
Collection Account holding Excess Interest) (including interest, if any, earned on the investment of funds in such accounts) will
be owned by the Grantor Trust for the benefit of the Holders of the Class V1-Z, Class V2-Z and Z Certificates; the Regular Interest
Distribution Account will be owned by the Grantor Trust for the benefit of the Holders of the related Classes of Certificates,
the Companion Distribution Account (including interest, if any, earned on the investment of funds in such account) will be owned
by the Companion Holders, as applicable; 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; the Y&L Towers Trust Subordinate Companion Loan REMIC Distribution
Account (including interest, if any, earned on the investment of funds in such account) will be owned by the Y&L Towers Trust
Subordinate Companion Loan REMIC; and the Standard Highline Trust Subordinate Companion Loan REMIC Distribution Account (including
interest, if any, earned on the investment of funds in such account) will be owned by the Standard Highline Trust Subordinate Companion
Loan REMIC, in each case for federal income tax purposes;.


 


(c)       Prior
to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage Loan, and upon
notification from the Master Servicer or Special Servicer pursuant to Section 3.02(d), the Certificate Administrator, on
behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its own name on behalf
of the Trustee in trust for the benefit of the Holders of the Class V1-Z, Class V2-Z and Class Z Certificates. The Excess Interest
Distribution Account shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account). Prior
to the applicable Distribution Date, the Master Servicer shall remit to the Certificate Administrator for deposit in the Excess
Interest Distribution Account an amount equal to the Excess Interest received prior to the Determination Date for the applicable
Collection Period.


 


(d)       Following
the distribution of the applicable portions of Excess Interest to Holders of the Class V1-Z, Class V2-Z and Class Z Certificates,
as applicable, on the first Distribution Date after which there are no longer any Mortgage Loans outstanding which pursuant to
their terms could pay Excess Interest, the Certificate Administrator shall terminate the Excess Interest Distribution Account.


 


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


 


Upon the disposition
of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will calculate the Gain-on-Sale
Proceeds, if any, realized that are allocable to the Mortgage Loan or a Trust Subordinate Companion Loan, as applicable, in connection
with such sale and, with respect to the Mortgage Loans, remit such funds to the Certificate Administrator for deposit into the
Gain-on-Sale Reserve Account. In the case of the Yorkshire & Lexington Towers Whole Loan or The Standard Highline NYC Whole
Loan, any Gain-on-Sale Proceeds on such disposition that are allocable to the related Trust Subordinate


 






     -230-


     


    

 


Companion Loan in accordance
with the terms of the related Co-Lender Agreement shall be remitted to the Certificate Administrator for deposit into the related
Trust Subordinate Companion Loan REMIC Distribution 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)       The
Certificate Administrator shall establish and maintain the Trust Subordinate Companion Loan REMIC Distribution Accounts, in its
own name on behalf of the Trustee, in trust for the benefit of the Holders of the related Loan-Specific Certificates, which shall
be assets of the Trust and the related Trust Subordinate Companion Loan REMIC, but shall not be assets of any other Trust REMICs.
Each Trust Subordinate Companion Loan REMIC Distribution Account shall be established and maintained as an Eligible Account or
a subaccount of an Eligible Account. The Certificate Administrator shall make or be deemed to have made deposits in and withdrawals
from the Trust Subordinate Companion Loan REMIC Distribution Accounts in accordance with Section 3.05 and ARTICLE IV
of this Agreement.


 


(h)       [Reserved]


 


(i)       If
any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively, the
“Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding
such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account
of an Eligible Account. The Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments
received by it. The Certificate Administrator shall, based upon information obtained from the CREFC® reports delivered
by the Master Servicer pursuant to the terms hereof, account for the Loss of Value Reserve Fund as an outside reserve fund within
the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC or the Grantor Trust. Furthermore,
for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of Value Reserve Fund
through the Collection Account to the Certificateholders as contributed to and distributed by the Trust REMICs and (ii) treat any
amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller as distributions by
the Trust to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller
will be the beneficial owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all
income earned thereon.


 


Section
3.05     Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution
Account. (a) The Master Servicer may, from time to time, make withdrawals from the Collection Account (or the applicable
subaccount of the Collection Account), exclusive of the Companion Distribution Account that may be a


 






     -231-


     


    

 


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 (or a Trust Subordinate Companion Loan REMIC Distribution Account in respect to the
related Trust Subordinate Companion Loan) and the Excess Interest Distribution Account the amounts required to be remitted pursuant
to the first paragraph of Section 3.04(b) or that may be applied to make P&I Advances pursuant to Section
4.03(a); (B) pursuant to the second paragraph of Section 3.04(b), to remit to the Companion Paying Agent for deposit
in the Companion Distribution Account the amounts required to be so deposited with respect to the Companion Loans (other than any
Trust Subordinate Companion Loan); 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 KeyBank National Association if KeyBank National
Association is no longer the Master Servicer, any such interest pursuant to Section 3.11(a)) unpaid Servicing Fees in respect
of each Mortgage Loan, Companion Loan, Specially Serviced Loan, and REO Loan, as applicable, the Master Servicer’s rights
to payment of Servicing Fees pursuant to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion
Loan, Specially Serviced Loan or REO Loan, as applicable, being limited to amounts received on or in respect of such Mortgage Loan
or related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds)
or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable
as recovery of interest thereon, (B) to pay the Special Servicer any unpaid Special Servicing Fees, Liquidation Fees and Workout
Fees in respect of each Specially Serviced Loan or REO Loan or Corrected Loan, as applicable, and any expense incurred by the Special
Servicer in connection with performing any inspections pursuant to Section 3.12(a), remaining unpaid first, out of
related REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds and collections in respect of the related Specially
Serviced Loan (provided that, in the case of such payment relating to a Serviced Whole Loan, such payment shall be made,
subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance
with their outstanding principal balances, or (ii) with respect to an AB Whole Loan, first, from the related AB Subordinate
Companion Loan (and with respect to The Standard Highline NYC Whole Loan, first, from the Standard Highline Non-Trust Junior
Subordinate Companion Loan, then, from the Standard Highline Non-Trust Senior Subordinate Companion Loan and then,
from the Standard Highline Trust Subordinate Companion Loan, and correspondingly to the related Loan-Specific Certificates) 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


 






     -232-


     


    

 


Fees or Operating Advisor Consulting Fees in respect of each Mortgage Loan, Trust Subordinate
Companion Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, the Operating Advisor’s
right to payment of the Operating Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C) with respect
to any Mortgage Loan, Specially Serviced Loan, REO Loan (other than any related Companion Loan) or Trust Subordinate Companion
Loan, as applicable, being limited to amounts received on or in respect of such Mortgage Loan or Trust Subordinate Companion Loan
(whether in the form of payments, P&I Advances (solely with respect to the Operating Advisor Fee), Liquidation Proceeds or
Insurance and Condemnation Proceeds), such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and
Condemnation Proceeds), that are allocable as recovery of interest thereon (provided, however, that to the extent
such Operating Advisor Consulting Fee is incurred after the outstanding Certificate Balances of the Control Eligible Regular Interests
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 Loans
with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from any
amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate
Companion Loan) prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account;
provided, further, that if such P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement
Amount, then the maker of such P&I Advance shall additionally, but without duplication, thereafter be entitled to reimbursement
for such P&I Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO
Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal to the
extent provided in clause (v) below; and provided, further, that if such Advance becomes a Nonrecoverable
Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(iv)        to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances, the
Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant to
this clause (iv)


 






     -233-


     


    

 


with respect to any Mortgage Loan or Trust Subordinate Companion Loan (other than a Non-Serviced Mortgage
Loan) or any related Companion Loan or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds,
Insurance and Condemnation Proceeds and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced
Whole Loan, such reimbursements shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to
a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and
Serviced Pari Passu Companion Loan in accordance with their outstanding principal balances, or (ii) with respect to an AB Whole
Loan, first, from the related AB Subordinate Companion Loan (and with respect to the Standard Highline Whole, first,
from the Standard Highline Non-Trust Junior Subordinate Companion Loan, then, from the Standard Highline Non-Trust Senior
Subordinate Companion Loan and then, from the Standard Highline Trust Subordinate Companion Loan, and correspondingly from
the related Loan-Specific Certificates) 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)), prior to reimbursement
from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account related to any Mortgage Loan); provided,
however, that if such Servicing Advance becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing
Advance shall additionally, but without duplication, thereafter be entitled to reimbursement for such Servicing Advance from the
portion of general collections and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection
Account from time to time that represent collections or recoveries of principal to the extent provided in clause (v) below;
provided, further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable
pursuant to clause (v) below;


 


(v)         to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), (1) for Nonrecoverable Advances first,
out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan
and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made with respect
thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties, then,
to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject to any
exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections on the
Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion of the general collections
on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above; (provided that, in
case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement shall be
made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro
rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance
with their outstanding principal balances, or (ii) with respect to an AB


 






     -234-


     


    

 


Whole Loan, first, from the related AB Subordinate
Companion Loan (and with respect to the Standard Highline Whole, first, from the Standard Highline Non-Trust Junior Subordinate
Companion Loan, then, the Standard Highline Non-Trust Senior Subordinate Companion Loan and then, to the Standard
Highline Trust Subordinate Companion Loan) and then, from any related AB Mortgage Loan (and any Pari Passu Companion Loan(s),
on a pro rata basis) provided, further, that, in case of such reimbursement with respect to Nonrecoverable
Servicing Advances relating to a Serviced Whole Loan, such reimbursement shall be made as described above in this clause (v)(1)
and (v)(2), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account;
provided, further, that with respect to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I Advances
from funds collected from the related Serviced Whole Loan shall be made only from amounts collected with respect to such Serviced
Mortgage Loan (and not from any amounts collected with respect to the related Serviced Companion Loan), in accordance with the
terms of the related Intercreditor Agreement (provided that, with respect to any Serviced Companion Loan, the foregoing
with respect to Nonrecoverable Servicing Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify the terms
of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated
to the related Serviced Mortgage Loan and AB Subordinate Companion Loan); provided, further, however, that
with respect to the Yorkshire & Lexington Towers Whole Loan and The Standard Highline NYC Whole Loan, any reimbursement of
Nonrecoverable P&I Advances (or any “Nonrecoverable P&I Advance” (or similar term) made pursuant to a related
Other Pooling and Servicing Agreement) shall be reimbursed from collections on the related Whole Loan, first to reimburse
such advance on the related Mortgage Loan and any related Pari Passu Companion Loan, on a pro rata and pari passu
basis, and then to reimburse such advance on the related Trust Subordinate Companion Loan, in each case 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 Sections 4.03(d) and 3.11(d), (b) any unreimbursed Servicing Advances (including any such Servicing
Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause (v) above, to
pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest accrued and
payable thereon in accordance with Section 3.03(d) and 3.11(d) or (c) any Nonrecoverable Advances pursuant to clause
(v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest
accrued and payable


 






     -235-


     


    

  


thereon;
provided that in all events, subject to the related Intercreditor Agreement, interest on P&I Advances on any Serviced
Mortgage Loan shall not be paid from funds actually distributable to any related Serviced Companion Loan, (provided that,
with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related
Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related
Serviced Mortgage Loan and AB Subordinate Companion Loan);


 


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


 


(viii)      in
accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first, out of Liquidation
Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan, Trust Subordinate Companion Loan
or REO Loan, and then out of general collections on the Mortgage Loans, Trust Subordinate Companion 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 an AB Whole Loan, first, from the related AB Subordinate Companion Loan (and with respect to the Standard Highline
Whole, first, from the Standard Highline Non-Trust Junior Subordinate Companion Loan, then, the Standard Highline
Non-Trust Senior Subordinate Companion Loan and then, to the Standard Highline Trust Subordinate Companion Loan) and then,
from any related AB Mortgage Loan (and any Pari Passu Companion Loan(s), on a pro rata basis) (provided that, with
respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related


 






     -236-


     


    

 


Serviced
Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect
to the Mortgage Loans;


 


(ix)        to
pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation
Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and
then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of such reimbursement
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
(i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu
Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their outstanding principal balances (ii)
with respect to an AB Whole Loan, first, from the related AB Subordinate Companion Loan (and with respect to the
Standard Highline Whole, first, from the Standard Highline Non-Trust Junior Subordinate Companion Loan, then, the
Standard Highline Non-Trust Senior Subordinate Companion Loan and then, to the Standard Highline Trust Subordinate Companion
Loan) and then, from any related AB Mortgage Loan (and any Pari Passu Companion Loan(s), on a pro rata basis) (provided
that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related
Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related
Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with
respect to the Mortgage Loan;


 


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


 


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


 



     -237-


     


    

 





(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 an AB Whole Loan, first, from the related AB Subordinate Companion Loan (and with respect to the
Standard Highline Whole, first, from the Standard Highline Non-Trust Junior Subordinate Companion Loan, then, the
Standard Highline Non-Trust Senior Subordinate Companion Loan and then, to the Standard Highline Trust Subordinate Companion
Loan) and then, from any related AB Mortgage Loan (and any Pari Passu Companion Loan(s), on a pro rata basis) (provided
that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related
Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related
Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections 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 Sections 13.01(a) or Section 13.01(c) in connection with an amendment
to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests
of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a); provided that,
in case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the
related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro rata and pari passu,
from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their outstanding
principal balances or (ii) with respect to an AB Whole Loan, first,
from the related AB Subordinate Companion Loan (and with respect to the Standard Highline Whole, first, from the Standard
Highline Non-Trust Junior Subordinate Companion Loan, then, the Standard Highline Non-Trust Senior Subordinate Companion
Loan and then, to the Standard Highline Trust Subordinate Companion Loan) and then, from any related AB Mortgage
Loan (and any Pari Passu Companion Loan(s), on a pro rata basis) (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate
Companion Loan), in each case, prior to being payable out of general collections 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


 






     -238-


     


    

 


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, the Trust Subordinate Companion 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 (or any Trust Subordinate
Companion Loan), previously purchased by such Person pursuant to this Agreement, all amounts received thereon subsequent to the
date of purchase relating to periods after the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage
Loan Seller as contemplated by Section 2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan
all amounts received thereon subsequent to the date of substitution, and with respect to the related Qualified Substitute Mortgage
Loan(s), all Periodic Payments due thereon during or prior to the month of substitution, in accordance with Section 2.03(b);


 


(xvii)     to
remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the
Interest Reserve Account pursuant to Section 3.21;


 


(xviii)   to
reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant to
Section 3.26(h);


 


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


 


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


 


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


 


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


 


Consistent with the above,
with respect to The Standard Highline NYC Whole Loan, subject to Section 3.05(h) and the terms of the Standard Highline
Intercreditor Agreement, any withdrawals permitted pursuant to this Section 3.05(a), shall be paid or reimbursed (a) first,
from amounts on deposit allocated to the Standard Highline Non-Trust Junior Subordinate Companion Loan and then, from amounts
on deposit allocated to the Standard Highline Non-Trust Senior Subordinate Companion Loan and then, from amounts on deposit
allocated to the Standard Highline Trust Subordinate Companion Loan and then, from amounts on deposit


 






     -239-


     


    

 


allocated to the related
Mortgage Loan and (b) then from general collections in respect of all other Mortgage Loans.


 


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


 


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


 


The Master Servicer shall
pay to the Special Servicer, the Trustee or the Certificate Administrator from the Collection Account amounts permitted to be paid
to it therefrom monthly upon receipt of a certificate of a Servicing Officer of the Special Servicer or a Responsible Officer of
the Trustee or the Certificate Administrator describing the item and amount to which the Special Servicer, the Trustee or the Certificate
Administrator is entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate
the amounts stated therein. The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and
REO Loan, on a loan-by-loan and property-by-property basis, for the purpose of justifying any request for withdrawal from the Collection
Account. 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, except as specifically described in this Agreement with respect to the Trust Subordinate Companion Loans in the case of expenses
not allocated to any particular Mortgage 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(i)(xvi) 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);


 



     -240-


     


    

 





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


 


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


 


(iv)        to
pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator as
provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer as contemplated by Section 3.18(d), (C) the Trustee or the Certificate Administrator
as contemplated by Section 5.08(c) or Section 8.02(ii) to the extent payable out of the Trust Fund, (D) the Trustee,
the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 10.01(f) or Section
10.01(l) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer as contemplated by Section 13.01(a) or Section 13.01(c) in connection with any amendment
to this Agreement requested by the Trustee or the Certificate Administrator, which amendment is in furtherance of the rights and
interests of Certificateholders, in each case, to the extent not paid pursuant to Section 13.01(g);


 


(v)         to
pay any and all federal, state and local taxes imposed on any Trust REMIC or on the assets or transactions of any such Trust REMIC,
together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate Administrator, the REMIC Administrator,
the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(g);


 


(vi)     
  to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to
any Trust REMIC;


 


(vii)       to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to be deposited
therein;


 


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


 


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


 


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


 


(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:


 



     -241-


     


    

 





(i)          to
be deemed to make deposits to the Grantor Trust in respect of the Regular Interests pursuant to Section 4.01(b) and the
amount of any Yield Maintenance Charges distributable pursuant to Section 4.01(i)(xvi) in the Regular Interest Distribution
Account (and to the Holders of the Class R Certificates in respect of the Class UR Interest) on each Distribution Date pursuant
to Section 4.01 or Section 9.01, as applicable; and


 


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


 


(e)       The
Certificate Administrator shall make, or be deemed to make, withdrawals from the Regular Interest Distribution Account for any
of the following purposes:


 


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


 


(ii)         to
clear and terminate the Regular Interest Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(f)        Notwithstanding
anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection Account and the
Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),
the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator/Trustee Fee listed in Section
3.05(b)(ii) and (b)(iii), then the Certificate Administrator/Trustee Fee shall be paid in full prior to the payment
of any Servicing Fees payable under Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor
Fees payable under Section 3.05(a)(ii) and in the event that amounts on deposit in the Collection Account and the Lower-Tier
REMIC Distribution Account are not sufficient to pay the full amount of such Certificate Administrator/Trustee Fee, the Certificate
Administrator shall be paid based on the amount of such fees and (ii) if amounts on deposit in the Collection Account are not sufficient
to reimburse the full amount of Advances and interest thereon listed in Sections 3.05(a)(iii), (a)(iv), (a)(v)
and (a)(vi), then reimbursements shall be paid first to the Certificate Administrator and to the Trustee, pro
rata, second to the Special Servicer, third to the Master Servicer and then to the Operating Advisor.


 






     -242-


     


    





 


(g)         If
any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan, Trust Subordinate
Companion Loan or any related Serviced REO Property, then the Special Servicer shall, promptly upon written direction from the
Master Servicer (provided that, (1) with respect to clause (iv) below, the Special Servicer shall have provided notice
to the Master Servicer of the occurrence of the applicable Liquidation Event and (2) with respect to clause (v) below, the
Certificate Administrator shall have provided the Master Servicer and the Special Servicer with five Business Days’ prior
notice of such final Distribution Date), transfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss
of Value Reserve Fund to the Master Servicer for deposit into the Collection Account for the following purposes:


 


(i)          to
reimburse the Master Servicer or the Trustee, in accordance with Section 3.05(a) of this Agreement, for any Nonrecoverable
Advance made by such party with respect to such Mortgage Loan, Trust Subordinate Companion Loan or any related Serviced REO Property
(together with any interest on such Advances);


 


(ii)         to
pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense
or Liquidation Fee relating to such Mortgage Loan, Trust Subordinate Companion 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, Trust Subordinate Companion 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, Trust Subordinate Companion Loan or any related successor REO Loan;


 


(iv)        following
the occurrence of a Liquidation Event with respect to such Mortgage Loan, Trust Subordinate Companion 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, Trust Subordinate Companion Loan or Serviced REO Loan to cover the
items contemplated by the immediately preceding clauses (i)-(iii) in respect of any other Mortgage Loan, Trust Subordinate
Companion 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, Trust Subordinate Companion 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 or Trust Subordinate Companion 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


 



     -243-


     


    

 


received by the Trust in respect of the related Mortgage Loan or Trust Subordinate Companion
Loan or any successor REO Mortgage Loan with respect thereto for which such Loss of Value Payments were received; and any Loss
of Value Payments transferred to the Collection Account pursuant to clause (g)(iv) of the prior paragraph shall be treated
as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or Trust Subordinate Companion 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(o).


 


(j)          The
Certificate Administrator, on behalf of the Trustee, may, from time to time, make withdrawals from the Y&L Towers Trust Subordinate
Companion Loan REMIC Distribution Account for any of the following purposes:


 


(i)          to
be deemed to make deposits of the Y&L Towers Trust Subordinate Companion Loan REMIC Distribution Amount pursuant to Section
4.01(b) and the amount of any Yield Maintenance Charges distributable pursuant to Section 4.01(i) in the Upper-Tier
REMIC Distribution Account in respect of the Y&L Towers Trust Subordinate Companion Loan REMIC Regular Interests, and to make
distributions to Holders of the Class R Certificates in respect of the Class UES-R Interest pursuant to Section 4.01(b)
or Section 9.01, as applicable;


 


(ii)         to
pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may
be, any amounts payable or reimbursable to any such Person, with respect to the Y&L Towers Trust Subordinate Companion Loan
pursuant to Section 8.05(b);


 


(iii)        to
pay for the cost (without duplication) of the Opinions of Counsel sought by the Trustee or the Certificate Administrator (A) as
provided in clause (vi) of the definition of “Disqualified Organization,” (B) as contemplated by Sections 3.18(e),
5.08(c), 8.02(ii), 10.01(f) and 10.01(l) to the extent payable out of the Trust Fund, or (C) 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 Holders of the Y&L Towers
Loan-Specific Certificates, in each case, to the extent not paid pursuant to Section 13.01(g);


 


(iv)        to
pay any and all federal, state and local taxes imposed on the Y&L Towers Companion Loan REMIC or on the assets or transactions
of 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) with
respect to Y&L Towers Companion Loan REMIC;


 






     -244-


     


    

 


(v)         to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to Y&L Towers Companion
Loan REMIC;


 


(vi)        to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Y&L Towers Trust Subordinate Companion Loan
REMIC Distribution Account not required to be deposited therein;


 


(vii)       to
clear and terminate the Y&L Towers Trust Subordinate Companion Loan REMIC Distribution Account at the termination of this Agreement
pursuant to Section 9.01; and


 


(viii)      consistent
with the above, with respect to the Yorkshire & Lexington Towers Whole Loan, subject to Section 3.05(a)(i), any withdrawals
permitted pursuant to this Section 3.05(j), shall be paid or reimbursed (a) first, from amounts on deposit allocated
to the Y&L Towers Trust Subordinate Companion Loan and then, from amounts on deposit allocated to the related Mortgage Loan
and (b) then from general collections in respect of all other Mortgage Loans.


 


(k)         The
Certificate Administrator, on behalf of the Trustee, may, from time to time, make withdrawals from the Standard Highline Trust
Subordinate Companion Loan REMIC Distribution Account for any of the following purposes:


 


(i)          to
be deemed to make deposits of the Standard Highline Trust Subordinate Companion Loan REMIC Distribution Amount pursuant to Section
4.01(b) and the amount of any Yield Maintenance Charges distributable pursuant to Section 4.01(i) in the Upper-Tier
REMIC Distribution Account in respect of the Standard Highline Trust Subordinate Companion Loan REMIC Regular Interests, and to
make distributions to Holders of the Class R Certificates in respect of the Class STN-R Interest pursuant to Section 4.01(b)
or Section 9.01, as applicable;


 


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


 


(iii)        to
pay for the cost (without duplication) of the Opinions of Counsel sought by the Trustee or the Certificate Administrator (A) as
provided in clause (vi) of the definition of “Disqualified Organization,” (B) as contemplated by Sections 3.18(e),
5.08(c), 8.02(ii), 10.01(f) and 10.01(l) to the extent payable out of the Trust Fund, or (C) 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 Holders of the Standard Highline
Loan-Specific Certificates, in each case, to the extent not paid pursuant to Section 13.01(g);


 


(iv)        to
pay any and all federal, state and local taxes imposed on the Standard Highline Companion Loan REMIC or on the assets or transactions
of such Trust REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the


 



     -245-


     


    

 


Certificate Administrator,
the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(g) with
respect to the Standard Highline Companion Loan REMIC;


 


(v)         to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Standard Highline
Companion Loan REMIC;


 


(vi)        to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Standard Highline Trust Subordinate Companion Loan
REMIC Distribution Account not required to be deposited therein;


 


(vii)       to
clear and terminate the Standard Highline Trust Subordinate Companion Loan REMIC Distribution Account at the termination of this
Agreement pursuant to Section 9.01; and


 


(viii)      consistent
with the above, with respect to The Standard Highline NYC Whole Loan, subject to Section 3.05(a)(i), any withdrawals permitted
pursuant to this Section 3.05(j), shall be paid or reimbursed (a) first, from amounts on deposit allocated to the
Standard Highline Trust Subordinate Companion Loan and then, from amounts on deposit allocated to the related Mortgage Loan and
(b) then from general collections in respect of all other Mortgage Loans.


 


Section 3.06     Investment
of Funds in the Collection Account and the REO Account.   (a) The Master Servicer (or, in the case of a Servicing
Account maintained by or for it, the Special Servicer) may direct any depository institution maintaining the Collection Account,
the Companion Distribution Account, or any Servicing Account (for purposes of this Section 3.06, an “Investment
Account”), the Special Servicer may direct any depository institution maintaining the REO Account or Loss of Value Reserve
Fund (also for purposes of this Section 3.06, an “Investment Account”) to invest or if it is such depository
institution, may itself invest, the funds held therein, only in one or more Permitted Investments bearing interest or sold at
a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the next succeeding
date on which funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the depository
institution maintaining such account is the obligor thereon and (ii) no later than the date on which funds are required to be
withdrawn from such account pursuant to this Agreement, if the depository institution maintaining such account is the obligor
thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any funds held in an Investment Account
shall be held in the name of the Master Servicer or the Special Servicer, as applicable, on behalf of the Trustee (in its capacity
as such) for the benefit of the Certificateholders. The Master Servicer (in the case of the Collection Account, the Companion
Distribution Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of
the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) on behalf of the
Trustee, shall maintain continuous physical possession of any Permitted Investment of amounts in the Collection Account, the Companion
Distribution Account, the Servicing Accounts, the Loss of Value Reserve Fund or the REO Account, as applicable, that is either
(i) a “certificated security,” as such term is defined in the UCC (such that the Trustee shall have control pursuant
to Section 8-106 of the UCC) or (ii) other property in


 



     -246-


     


    

 


which a secured party may perfect its security interest by physical possession
under the UCC or any other applicable law. In the case of any Permitted Investment held in the form of a “security entitlement”
(within the meaning of Section 8-102(a)(17) of the UCC), the Master Servicer or the Special Servicer, as applicable, shall take
or cause to be taken such action as the Trustee deems reasonably necessary to cause the Trustee to have control over such security
entitlement. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable
on demand, the Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing Account
maintained by or for the Master Servicer) or the Special Servicer (in the case of the REO Account or any Servicing Account maintained
by or for the Special Servicer) shall:


 


(i)          consistent
with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment
may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and (b) the amount required
to be withdrawn on such date; and


 


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


 


(b)         Interest
and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account or any Servicing
Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such account
for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current
Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing
Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction,
in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest and investment income realized on
funds deposited in the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer,
to the extent of the Net Investment Earnings, if any, with respect to such account for each period from and including any Distribution
Date to and including the immediately succeeding P&I Advance Date, shall be for the sole and exclusive benefit of the Special
Servicer and shall be subject to its withdrawal in accordance with Section 3.14(c). In the event that any loss shall be
incurred in respect of any Permitted Investment (as to which the Master Servicer or the Special Servicer, as applicable, would
have been entitled to any Net Investment Earnings hereunder) directed to be made by the Master Servicer or the Special Servicer,
as applicable, and on deposit in any of the Collection Account, the Companion Distribution Account, the Servicing Account, Loss
of Value Reserve Fund or the REO Account, the Master Servicer (in the case of the Collection Account, the Companion Distribution
Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account,
Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall deposit therein, no later
than the P&I Advance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect to such
account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the
current Distribution Date; provided that neither the Master Servicer nor the Special Servicer shall be required to deposit
any loss on an


 



     -247-


     


    

 


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 (other than with respect to a Non-Serviced Mortgage Loan), and the Special Servicer (with respect
to REO Properties other than any Non-Serviced Mortgaged Properties) shall maintain all insurance coverage as is required under
the related Mortgage Loan documents except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance
Default (and except as provided in the next sentence with respect to the Master Servicer or the Special Servicer, as applicable).
If the Mortgagor does not so maintain such insurance coverage, subject to its recoverability determination with respect to any
required Servicing Advance, the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan)
and any related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties other than a Non-Serviced Mortgaged
Property) shall maintain all insurance coverage as is required under, and such insurance coverage is to be obtained from an insurer
meeting the requirements under, the related Mortgage Loan documents, but only in the event the Trustee has an insurable interest
therein and such insurance is available to the Master Servicer or the Special Servicer and, if available, can be obtained at commercially
reasonable rates. 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 (prior to the occurrence and continuance of any Control Termination
Event) and, after consultation by the Special Servicer with the Risk Retention Consultation Party pursuant to Section 6.08(a)
(in the case of the Directing Holder and Risk Retention Consultation Party, other than with respect to any Excluded Loan as
to such party). Such determination shall be made by the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties other than any
Non-Serviced Mortgaged Property) except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance
Default as determined by the Special Servicer; provided, however, that if any Mortgage permits the holder thereof
to dictate to the Mortgagor the insurance coverage to be


 



     -248-


     


    

 


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 or
Trust Subordinate Companion Loan, provided that if any Mortgage Loan documents permit the holder thereof to dictate to
the Mortgagor the insurance coverage to be maintained on such Mortgaged Property, the Master Servicer or, with respect to a REO
Property, the Special Servicer will impose or maintain such insurance requirements as are consistent with the Servicing Standard
taking into account the insurance in place at the origination of the Mortgage Loan or Trust Subordinate Companion 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 (unless a Control Termination Event has occurred) and after consultation
by the Special Servicer with the Risk Retention Consultation Party pursuant to Section 6.08(a) (in each case, other than
with respect to any Excluded Loan as to such party) and only in the event the Trustee has an insurable interest therein and such
insurance is available to the Master Servicer or the Special Servicer, as 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 (prior to the occurrence and continuance of a Control
Termination Event) and after consultation by the Special Servicer with the Risk Retention Consultation Party pursuant to Section
6.08(a) (in each case, other than with respect to a Mortgage Loan that is an Excluded Loan as to such party) that such insurance
is not available at commercially reasonable rates or that the Trustee does not have an insurable interest, in which case the Master
Servicer shall be entitled to conclusively rely on the Special Servicer’s determination. All Insurance Policies maintained
by the Master Servicer or the Special Servicer shall (i) contain a “standard” mortgagee clause, with loss payable
to the Master Servicer on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage Loans (other than
any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan, other than REO Properties) or to the Special Servicer
on behalf of the Trustee (in the case of insurance maintained in respect of REO Properties), (ii) be in the name of the Trustee
(in the case of insurance maintained in respect of REO Properties), (iii) include coverage in an amount not less than the lesser
of (x) the full replacement cost of the improvements securing Mortgaged Property or the REO Property, as applicable, and (y) the
outstanding principal balance owing on the related Mortgage Loan (including any related Serviced Companion Loan) or REO Loan,
as applicable, and in any event, the amount necessary to avoid the operation of any co-insurance provisions, (iv) include a replacement
cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted under the related Mortgage
Loan documents), (v) be


 



     -249-


     


    

 


noncancelable without thirty (30) days prior written notice to the insured party (except in the case of
nonpayment, in which case such policy shall not be cancelled without ten (10) days prior notice) and (vi) subject to the first
proviso in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable law
to issue such Insurance Policies. Any amounts collected by the Master Servicer or the Special Servicer under any such Insurance
Policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts
to be released to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions of the related
Mortgage Loan documents) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a).
Any costs incurred by the Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any
related Serviced Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor
defaults on its obligation to do so, shall be advanced by the Master Servicer as a Servicing Advance (so long as such Advance
would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid
out of the Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for purposes of calculating monthly
distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan and Serviced Companion
Loan (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan so permit. Any cost incurred by
the Special Servicer in maintaining any such Insurance Policies with respect to REO Properties shall be an expense of the Trust
payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient
therefor, advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance
and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account). The
foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a single “Mortgage
Loan”. Notwithstanding any provision to the contrary, the Master Servicer shall not be required to maintain, and shall not
be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property unless such insurance
was required at the time of origination of the related Mortgage Loan and is currently available at commercially reasonable rates.


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either
(x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion for terrorism)
or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against such risks as
the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to time in order
to protect its interests, the Master Servicer shall be consistent with the Servicing Standard, (A) monitor in accordance with the
Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional Exclusions (provided
that the Master Servicer will be entitled to conclusively rely upon the certificates of insurance in determining whether such policies
contain Additional Exclusions), (B) request the Mortgagor to either purchase insurance against the risks specified in the Additional
Exclusions or provide an explanation as to its reasons for failing to purchase such insurance and (C) notify the Special Servicer
if it has knowledge that any insurance policy contains Additional Exclusions or if it has knowledge (such knowledge to be based
upon the Master Servicer’s compliance with the immediately preceding


 



     -250-


     


    

  


clauses (A) and (B) above) that any Mortgagor
fails to purchase the insurance requested to be purchased by the Master Servicer pursuant to clause (B) above. If the Special
Servicer determines in accordance with the Servicing Standard that such failure is not an Acceptable Insurance Default, the Special
Servicer shall notify the Master Servicer and the Master Servicer shall use efforts consistent with the Servicing Standard to cause
such insurance to be maintained. The Special Servicer (at the expense of the Trust) shall be entitled to rely on insurance consultants
in making such determinations. The Master Servicer shall be entitled to rely on insurance consultants (at the expense of such Master
Servicer) in determining whether Additional Exclusions exist. Furthermore, the Special Servicer shall promptly deliver such conclusions
in writing to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for those Mortgage Loans
that (i) have one of the ten (10) highest outstanding Stated Principal Balances of all of the Mortgage Loans then included in the
Trust or (ii) comprise more than 5% of the outstanding Stated Principal Balance of the Mortgage Loans then included in the Trust.
During the period that the Special Servicer is evaluating the availability of such insurance or waiting for a response from the
Directing Holder, or with respect to a Serviced AB Whole Loan, the holder of the related Subordinate Companion Loan, or to consult
with the Risk Retention Consultation Party pursuant to Section 6.08(a), neither the Master Servicer nor the Special Servicer
will be liable for any loss related to its failure to require the Mortgagor to maintain (or its failure to maintain) such insurance
and shall not be in default of its obligations as a result of such failure unless the Master Servicer or the Special Servicer is
required to take any immediate action pursuant to the Servicing Standard or other servicing requirements of this Agreement and
the Master Servicer will not itself maintain such insurance or cause such insurance to be maintained.


 


(b)         (i)
If the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer insuring
against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but excluding any Non-Serviced
Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as the case may be, required to
be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO Properties. Such Insurance Policy
may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall, if there shall not have been
maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy complying with the requirements
of Section 3.07(a), and there shall have been one or more losses which would have been covered by such Insurance Policy,
promptly deposit into the Collection Account from its own funds the amount of such loss or losses that would have been covered
under the individual policy but are not covered under the blanket Insurance Policy because of such deductible clause to the extent
that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan (including any related Serviced
Companion Loan), or in the absence of such deductible limitation, the deductible limitation which is consistent with the Servicing
Standard. In connection with its activities as administrator and Master Servicer of the Mortgage Loans or any Serviced Companion
Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and Certificateholders, claims under
any such blanket Insurance Policy in a timely fashion in accordance with the terms of such policy. Consistent with subsection
(a) above, the Special Servicer, to the extent


 



     -251-


     


    

 


consistent with the Servicing Standard, may maintain, earthquake insurance on
REO Properties (other than with respect to a Non-Serviced Mortgaged Property), provided coverage is available at commercially reasonable
rates, the cost of which shall be a Servicing Advance.


 


(ii)         If
the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master single
interest or force-placed insurance policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on behalf
of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual policies
otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation to
cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer
or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed
insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other than
any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby)
shall be paid by the Master Servicer as a Servicing Advance. Such master single interest or force-placed policy may contain a deductible
clause, in which case the Master Servicer or the Special Servicer shall, in the event that there shall not have been maintained
on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a), and
there shall have been one or more losses which would have been covered by such policy had it been maintained, deposit into the
Collection Account from its own funds the amount not otherwise payable under the master single or force-placed interest policy
because of such deductible clause, to the extent that any such deductible exceeds the deductible limitation that pertained to the
related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence of any such deductible limitation, the
deductible limitation which is consistent with the Servicing Standard.


 


(c)         Each
of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy with a Qualified Insurer
covering the Master Servicer’s and the Special Servicer’s, as applicable, officers and employees acting on behalf of
the Master Servicer and the Special Servicer in connection with its activities under this Agreement. Notwithstanding the foregoing,
so long as the long-term debt or the deposit obligations or claims-paying ability of the Master Servicer (or its immediate or remote
parent) or the Special Servicer (or its immediate or remote parent), as applicable, is rated at least “A3” by Moody’s,
“A(low)” by DBRS (if rated by DBRS) and “A-” by Fitch (if rated by Fitch), the Master Servicer (or its
public parent) or the Special Servicer (or its public parent), as applicable, shall be allowed to provide self-insurance 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,


 



     -252-


     


    

 


and will furnish to the Trustee evidence that such bonds, if any,
and insurance policies are in full force and effect.


 


(d)         At
the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other than a Non-Serviced
Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been made available),
the Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with
applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and, if the related
Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent available at commercially reasonable
rates (as determined by the Master Servicer in accordance with the Servicing Standard) and to the extent the Trustee, as mortgagee,
has an insurable interest therein, flood insurance in respect thereof. Such flood insurance shall be in an amount equal to the
lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced Companion Loan, if applicable),
and (ii) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended, plus such
additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard,
but only to the extent the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits
the mortgagee to require such coverage and the maintenance of such coverage is consistent with the Servicing Standard. If the cost
of any insurance described above is not borne by the Mortgagor, the Master Servicer shall promptly make a Servicing Advance for
such costs.


 


(e)         During
all such times as any REO Property (other than with respect to a Non Serviced Mortgaged Property) shall be located in a federally
designated special flood hazard area, the Special Servicer will cause to be maintained, to the extent available at commercially
reasonable rates (as determined by the Special Servicer (with the consent of the Directing Holder (prior to the occurrence and
continuance of a Control Termination Event) and in consultation with the Risk Retention Consultation Party pursuant to Section
6.08(a) (in either such case, other than with respect to any Mortgage Loan that is an Excluded Loan as to such party)) in accordance
with the Servicing Standard), a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance
Administration in an amount representing coverage not less than the maximum amount of insurance which is available under the National
Flood Insurance Act of 1968, as amended. The cost of any such flood insurance with respect to an REO Property shall be an expense
of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is
insufficient therefor, paid by the Master Servicer as a Servicing Advance.


 


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


 


Section 3.08     Enforcement
of Due-on-Sale Clauses; Assumption Agreements.   (a) As to each Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale” clause, which
by its terms:


 






     -253-


     


    

 


(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, 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, with respect to all Specially Serviced
Loans and Non-Specially Serviced Loans, the Special Servicer has obtained, prior to the occurrence and continuance of a Control
Termination Event and other than with respect to an Excluded Loan as to such party, the prior written consent (or deemed consent)
of the Directing Holder (or (i) after the occurrence and during the continuance of a Control Termination Event, but prior to a
Consultation Termination Event and (ii) other than with respect to any Excluded Loan as to such party, upon consultation with the
Directing Holder and the Risk Retention Consultation Party pursuant to Section 6.08(a) hereof), which consent, if required,
shall be deemed given ten (10) Business Days after receipt (unless earlier objected to by the Directing Holder) of the Special
Servicer’s written analysis and recommendation with respect to such waiver together with such other information in the Special
Servicer’s possession that is reasonably requested by the Directing Holder, and (iii) with respect to any Mortgage Loan (w)
with a Stated Principal Balance greater than $35,000,000, (x) with a Stated Principal Balance greater than or equal to 5% of the
aggregated Stated Principal Balance of the Mortgage Loans then outstanding, (y) together with all other Mortgage Loans with which
it is cross-collateralized or cross-defaulted or together with all other Mortgage Loans with the same Mortgagor (or an affiliate
thereof), that is one of the ten largest Mortgage Loans outstanding (by Stated Principal Balance), or (z) that is the Yorkshire
& Lexington Towers Whole Loan or The Standard Highline NYC Whole Loan, the Master Servicer or the Special Servicer, as the
case may be, prior to consenting to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation
of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25), provided, however, that with respect to subclauses (x) and (y) of
this subclause (iii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating
Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with
respect to the Directing Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of the
Controlling Class (regardless of whether an Operating Advisor Consultation Event has occurred and is continuing), the Special Servicer
shall consult with the Operating Advisor, 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


 



     -254-


     


    

 


actions recommended by the
Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the
Operating Advisor.


 


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


 


If any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced
Companion Loan may be assumed or transferred without the consent of the mortgagee provided that certain conditions are satisfied,
then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Special Servicer,
with respect to all Specially Serviced Loans (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loans, on
behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard whether such conditions
have been satisfied or, with respect to any Mortgage Loan which does not allow the mortgagee discretion in approving a transfer
or assumption or does not allow for discretion in determining whether conditions to a transfer or assumption have been satisfied,
the Master Servicer, on behalf of the Trustee as mortgagee of record, shall make such determination with respect to whether such
conditions have been satisfied.


 


(b)         As
to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision
in the nature of a “due-on-encumbrance” clause that by its terms:


 


(i)          provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)         requires
the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property
or equity interests in the Mortgagor or principals of the Mortgagor;


 


then, for so long as
such Mortgage Loan (and related Companion Loan, if applicable) is serviced under this Agreement, the Special Servicer, 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
with respect to all Specially Serviced Loans and Non-Specially Serviced Loans, prior to the occurrence and continuance of a Control
Termination Event and other than with respect to an Excluded Loan as to such party, the Special Servicer has obtained the consent
of the Directing Holder (or (i) after the occurrence and during the continuance of a Control Termination Event, but prior to a
Consultation Termination


 



     -255-


     


    

 


Event and (ii) other than with respect to any Excluded Loan as to such party, upon consultation with the
Directing Holder and the Risk Retention Consultation Party pursuant to Section 6.08(a) hereof), which consent, if required,
shall be deemed given ten (10) Business Days after receipt by the Directing Holder of the Special Servicer’s written analysis
and recommendation with respect to such waiver or exercise of such rights together with such other information in the Special Servicer’s
possession that is reasonably requested by the Directing Holder, and the Special Servicer has obtained Rating Agency Confirmation
from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25) if such Mortgage Loan (A) has an outstanding principal
balance that is greater than or equal to 2% of the Stated Principal Balance of the outstanding Mortgage Loans, (B) has an LTV Ratio
greater than 85% (including any existing and proposed debt), (C) has a Debt Service Coverage Ratio less than 1.20x (in each case,
determined based upon the aggregate of the Stated Principal Balance of the Mortgage Loan and related Companion Loan, if any, and
the principal amount of the proposed additional lien), (D) is the Yorkshire & Lexington Towers Whole Loan or The Standard Highline
NYC Whole Loan, (E) is one of the ten largest Mortgage Loans (by Stated Principal Balance) or (F) has a Stated Principal Balance
greater than $20,000,000; provided, however, that with respect to subclauses (A), (B), (C) and
(E) of this subclause (iii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000
for such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any
Excluded Loan (regardless of whether an Operating Advisor Consultation Event has occurred and is continuing), the Special Servicer
shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed
Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the
procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


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


 


To the extent permitted
by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section
3.08(a) shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to
who bears the costs of obtaining any such Rating Agency Confirmation, the Special Servicer shall use reasonable efforts to make
the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable Advance such costs not collected from
the related Mortgagor shall be advanced as a Servicing Advance.


 


If any Mortgage Loan
or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent
of the mortgagee provided that certain conditions are satisfied and there is no lender discretion with


 



     -256-


     


    

 


respect to the satisfaction
of such conditions, then for so long as such Mortgage Loan or related Companion Loan is being serviced under this Agreement, the
Special Servicer, with respect to all Specially Serviced Loans (other than a Non-Serviced Mortgage Loan) or related Serviced Companion
Loans, on behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard whether such
conditions have been satisfied or, with respect to any Mortgage Loan which does not allow the mortgagee discretion in approving
a further encumbrance or does not allow for discretion in determining whether conditions to a further encumbrance have been satisfied,
the Master Servicer, on behalf of the Trustee as mortgagee of record, shall make such determination with respect to whether such
conditions have been satisfied.


 


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


 


(d)         Except
as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master Servicer nor the
Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan, as applicable,
in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The Master Servicer
and the Special Servicer, as applicable, shall provide copies of any final waivers (except with respect to provision of any such
waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to Section 3.08(a)
or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and shall notify the Trustee,
the Certificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5 Information Provider (for posting
to the 17g-5 Information Provider’s Website in accordance with Section 3.25) and, with respect to a Whole Loan, the
related Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant to Section 3.08(a)
or (b) and shall forward thereto a copy of such agreement.


 


(e)         Notwithstanding
any other provision of this Agreement, the Special Servicer may not waive its rights or grant its consent under any “due-on-sale”
or “due-on-encumbrance” clause relating to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related
Serviced Companion Loan without (A) the consent of the Directing Holder (prior to the occurrence and continuance of a Control Termination
Event), (B) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance
a Consultation Termination Event, consultation with the Directing Holder and (C) with respect to a Specially Serviced Loan, consultation
with the Risk Retention Consultation Party pursuant to Section 6.08. The Directing Holder shall have ten (10) Business Days
after receipt of notice along with the Special Servicer’s written 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 and reasonably available to the Special Servicer with respect to such 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).


 






     -257-


     


    

 


(f)          Notwithstanding
the foregoing provisions of this Section 3.08, if the Master Servicer (with respect to Non-Specially Serviced Loans) or
the Special Servicer (with respect to Specially Serviced Loans) makes a determination under Sections 3.08(a) or 3.08(b)
hereof that the applicable conditions in the related Mortgage Loan or Companion Loan documents, as applicable, with respect to
assumptions or encumbrances permitted without the consent of the mortgagee have been satisfied, the applicable assumptions and
transfers may be subject to an assumption or other fee, unless such fees are otherwise prohibited pursuant to the Mortgage Loan
documents; provided that any such fee not provided for in the Mortgage Loan documents does not constitute a “significant”
change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).


 


(g)         Notwithstanding
any other provision of this Section 3.08, without any other approval or consent, the Master Servicer (for Mortgage Loans
and Serviced Whole Loans other than Specially Serviced Loans) may grant and process a Mortgagor’s request for (i) consent
to subject the related Mortgaged Property to an immaterial easement, a right of way or similar agreement for utilities, access,
parking, public improvements or another purpose, (ii) consent to subordination of the related Mortgage Loan or Serviced Whole Loan
to such easement, right of way or similar agreement and (iii) consent to any other matter that is not a Major Decision; provided
that the Master Servicer (a) shall have determined in accordance with the Servicing Standard that such easement, right of way or
similar agreement or other matter will not materially and adversely affect the operation or value of such Mortgaged Property or
the Trust Fund’s interest in the Mortgaged Property and (b) shall have determined that such easement, right of way or similar
agreement or other matter will not cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding.
The Master Servicer may rely on an Opinion of Counsel in making any such determination under clause (b) above.


 


Section 3.09     Realization
Upon Defaulted Loans and Companion Loans.   (a) Upon an event of default under the Mortgage Loan documents
related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly provide written notice
to the related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the Special Servicer. The Special
Servicer shall, subject to subsections (b) through (d) of this Section 3.09 and Section 3.24, subject
to the Directing Holder’s and the Risk Retention Consultation Party’s respective rights pursuant to Section 6.08,
and any Companion Holder or mezzanine lender’s rights under the related Intercreditor Agreement (in the case of a Serviced
Whole Loan, on behalf of the holders of the beneficial interest of the related Companion Loan) or this Agreement, exercise reasonable
efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert (which may include an REO Acquisition)
the ownership of property securing any such Mortgage Loan (other than any Non-Serviced Mortgage Loan) and related Companion Loan,
if any, as come into and continue in default as to which no satisfactory arrangements (including by way of a discounted pay-off)
can be made for collection of delinquent payments, and which are not released from the Trust Fund pursuant to any other provision
hereof. The foregoing is subject to the provision that, in any case in which a Mortgaged Property shall have suffered damage from
an Uninsured Cause, the Master Servicer or the Special Servicer shall not be required to make a Servicing Advance and expend funds
toward the restoration of such property unless the Special Servicer has determined in its reasonable discretion that such restoration
will increase the net proceeds of liquidation of such Mortgaged Property to Certificateholders after reimbursement to the Master
Servicer for such


 



     -258-


     


    

 


Servicing Advance, and the Master Servicer or the Special Servicer has not determined that such Servicing Advance
together with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance. The costs and expenses incurred by
the Special Servicer in any such proceedings shall be advanced by the Master Servicer; provided that, in each case, such
cost or expense would not, if incurred, 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 incident to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special
Servicer; or


 


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


 


(c)         Notwithstanding
the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master Servicer nor the Special Servicer
shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or take any other action
with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the Certificateholders, the
Holders of any Loan-Specific Certificates 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


 



     -259-


     


    

 


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


 


(ii)         there
are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and,
if applicable, such Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged
Property.


 


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


 


(d)         If
(i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions set forth in
clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied with respect
to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any related Companion Loan, and
(ii) there has been no breach of any of the representations and warranties set forth in or required to be made pursuant to Section
6 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required to repurchase
such Defaulted Loan pursuant to Section 6 of the applicable Mortgage Loan Purchase Agreement, then the Special Servicer shall take
such action as it deems to be in the best economic interest of the Trust (other than proceeding to acquire title to the Mortgaged
Property) and is hereby authorized, with


 



     -260-


     


    

 


the consent of the Directing Holder and after consultation with the Risk Retention Consultation
Party pursuant to Section 6.08(a) (in each case, (A) prior to the occurrence and continuance of a Control Termination Event
(or with respect to any AB Mortgage Loan, after the occurrence and during the continuation of an AB Control Appraisal Period, but
prior to the occurrence and continuance of a Control Termination Event) and (B) other than with respect to any Excluded Loan as
to such party) at such time as it deems appropriate to release such Mortgaged Property from the lien of the related Mortgage, provided
that, if such Mortgage Loan has a then-outstanding principal balance of greater than $1,000,000, then prior to the release of the
related Mortgaged Property from the lien of the related Mortgage, (i) the Special Servicer shall have notified the Rating Agencies,
the Trustee, the Certificate Administrator, the Master Servicer, the Directing Holder and the Risk Retention Consultation Party
(in the case of the Directing Holder, prior to the occurrence and continuance of a Consultation Termination Event, and in the case
of the Directing Holder or the Risk Retention Consultation Party other than with respect to any Excluded Loan as to such party),
in writing of its intention to so release such Mortgaged Property and the bases for such intention, (ii) the Certificate Administrator
shall have posted such notice of the Special Servicer’s intention to so release such Mortgaged Property to the Certificate
Administrator’s Website pursuant to Section 3.13(b) and (iii) in addition to the prior written consent of the Directing
Holder as required above, the Holders of Certificates entitled to a majority of the Voting Rights shall have consented or have
been deemed to have consented to such release within thirty (30) days of the Certificate Administrator’s posting such notice
to the Certificate Administrator’s Website (failure to respond by the end of such 30-day period being deemed consent of the
Holders of the Certificates). To the extent any fee charged by any Rating Agency in connection with rendering such written confirmation
is not paid by the related Mortgagor, such fee is to be an expense of the Trust; provided that the Special Servicer shall
use commercially reasonable efforts to collect such fee from the Mortgagor to the extent permitted under the related Mortgage Loan
documents.


 


(e)         The
Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Holder and the Risk Retention Consultation Party (in each case, other than with respect to any Excluded Loan as to such party),
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 or Trust Subordinate Companion 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


 



     -261-


     


    

 


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


 


(g)         The
Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance
of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage
Loan (and if applicable, the related Companion Loan) permit such an action.


 


(h)         The
Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination
in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO
Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced
by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Holder and the
Risk Retention Consultation Party (but in the case of the Directing Holder and the Risk Retention Consultation Party, other than
with respect to any Excluded Loan as to such party) 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 or Trust
Subordinate Companion 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


 



     -262-


     


    

 


required
to be deposited into the Collection Account (including amounts related to the related Companion Loan, if applicable) pursuant to
Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan has become an REO Property, a copy of the
Request for Release shall be released by the Custodian to the Master Servicer or the Special Servicer (or a designee), as the case
may be, with the original being released upon termination of the Trust.


 


(c)         Within
three (3) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer notifies
the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer any court pleadings,
requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of a Mortgaged
Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including any note evidencing
a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by
the Mortgage Note or Mortgage or otherwise available at law or in equity. The Special Servicer shall be responsible for the preparation
of all such documents and pleadings. When submitted to the Trustee for signature, such documents or pleadings shall be accompanied
by a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and certifying as
to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee will not invalidate
or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s
sale. The Trustee shall not be required to review such documents for their sufficiency or enforceability.


 


With respect to each
Servicing Shift Whole Loan, on and after the related Servicing Shift Securitization Date, if pursuant to the related Co-Lender
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 submits in a Request for Release delivery to it of the original Note, then the Custodian
shall release or cause the release of such original Note to the related Non-Serviced Master Servicer or its designee.


 


(d)         If,
from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced
PSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests
delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release
of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


Section 3.11     Servicing
Compensation.  (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive
the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO
Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting
a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO
Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated
Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is
calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month


 



     -263-


     


    

 


interest
payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed
to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall
cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is
part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding
such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event
did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage
Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a).
The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO
Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the
case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth
in the next two sentences, the third paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section
7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer
of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof).
With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts
payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement.


 


The Master Servicer shall
be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional
servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent
collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or
amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loans, to the extent not prohibited by
the related Intercreditor Agreement and that do not involve a Major Decision and 50% of Excess Modification Fees related to any
modifications, waivers, extensions or amendments of any Mortgage Loans (other than any Non-Serviced Mortgage Loan) and any related
Serviced Companion Loans that are not Specially Serviced Loans to the extent not prohibited by the related Intercreditor Agreement
and that involve one or more Major Decisions (whether or not processed by the Special Servicer), (ii) 100% of all assumption application
fees received on any Mortgage Loans, only for which the Master Servicer is processing the underlying assumption related transaction
(including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) (whether or
not the consent of the Special Servicer is required) and 100% of all defeasance fees (provided that any such defeasance
fee will not include any Modification Fees or waiver fees in connection with a transaction for which the consent or approval of
the Special Servicer is required (and specifically excluding any defeasance fees)); (iii) 100% of assumption, waiver, processing,
consent and earnout fees, and other similar 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), which do not involve a Major Decision; (iv) 50% of all assumption, waiver,
processing, consent and earnout fees, and other similar fees (other than assumption application and defeasance fees), pursuant
to Section 3.08 and Section 3.18 on any Non-Specially Serviced Loan (including any


 



     -264-


     


    

 


related Serviced Companion Loan,
to the extent not prohibited by the related Intercreditor Agreement) which involve a Major Decision (whether or not processed by
the Special Servicer) and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan or
any related Serviced Companion Loan have been paid; (v) 100% of charges by the Master Servicer collected for checks returned for
insufficient funds and charges for beneficiary statements or demands actually paid by the related Mortgagors relating to the accounts
held by the Master Servicer; and (vi) late payment charges and default interest paid by the Mortgagors (that accrued while the
related Mortgage Loans (other than any Non-Serviced Mortgage Loan) or any related Serviced Companion Loan (to the extent not prohibited
by the related Intercreditor Agreement) were not Specially Serviced Loans), but only to the extent such late payment charges and
default interest are not needed to pay interest on Advances or certain additional trust fund expenses incurred with respect to
the related Mortgage Loan or, if provided under the related Intercreditor Agreement, any related Serviced Companion Loan since
the Closing Date. 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
or Trust Subordinate Companion 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, the Trust Subordinate Companion Loans and any Serviced
Pari Passu Companion Loan, during the related Collection Period to the extent not required to be paid as Compensating Interest
Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its
servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers
and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the
extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement
therefor except as expressly provided in this Agreement.


 


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 their sole discretion, but not any obligation, to reduce
or elect not to charge its respective portion of such fee; provided that without the consent of the affected party (A) neither
the Master Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the portion of any such fee
due to the other and (B) to the extent either the Master Servicer or the Special Servicer exercises its right to reduce or elect
not to charge its respective portion in any such fee, the party that reduced or elected not to charge its respective portion of
such fee shall not have any right to share in any part of the other party’s portion of such fee. 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.


 






     -265-


     


    

 


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, KeyBank 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 KeyBank National Association hereunder (subject to reduction pursuant to the preceding sentence).


 


(b)         As
compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect
to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced
Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time
at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced
Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans,
as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related
interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee
with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the
related Mortgage Loan or Trust Subordinate Companion Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan
basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred
in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations
under this Agreement. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage
Loan.


 


(c)         Additional
servicing compensation in the form of (i) 100% of all Excess Modification Fees related to modifications, waivers, extensions or
amendments of any Specially Serviced Loans, (ii) 100% of all assumption application fees received on any Mortgage Loans and any
related Serviced Companion Loan (to the extent not prohibited by the related Intercreditor Agreement) only for which the Special
Servicer is processing the underlying assumption related transaction, (iii) 100% of all assumption fees and other related fees
received with respect to the Specially Serviced Loans, (iv) 100% of waiver, consent and earnout fees and similar 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) 50% of all Excess Modification Fees and assumption fees,
waiver fees,


 



     -266-


     


    

 


consent fees, earnout fees, and similar fees pursuant to Section 3.08 or Section 3.18 received with
respect to all Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the
related Intercreditor Agreement) (excluding any Non-Serviced Mortgage Loan) that involve one or more Major Decisions, and (vi)
100% of charges by the Special Servicer for checks returned for insufficient funds, charges for beneficiary statements or demands,
in each case, relating to the accounts held 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 shall not be required to
be deposited in the Collection Account pursuant to Section 3.04(a). Subject to Section 3.11(d), the Special Servicer
shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section
3.11(d) and (ii) interest or other income earned on deposits relating to the Trust Fund in the REO Account and Loss of Value
Reserve Fund 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, other than with respect to the Yorkshire & Lexington Towers Whole Loan, in
the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then
the Special Servicer shall be entitled to an amount from the final payment on the related Corrected Loan (including any related
Serviced Companion Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected
Loan (including any related Serviced Companion Loan) to be $25,000. The Workout Fee shall be reduced (but not below zero) pursuant
to the preceding sentence with respect to each collection on such Corrected Loan from which fee would otherwise be payable until
an amount equal to such Excess Modification Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected
Loan will cease to be payable if such loan again becomes a Specially Serviced Loan; provided that a new Workout Fee will
become payable if and when such Specially Serviced Loan again becomes a Corrected Loan. The Special Servicer shall not be entitled
to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the Special Servicer is terminated (other than for cause) or
resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or any related Companion
Loan that became Corrected Loans prior to the time of that termination or resignation except the Workout Fees will no longer be
payable if the Corrected Loan subsequently becomes a Specially Serviced Loan. If the Special Servicer resigns or is terminated
(other than for cause), it will receive any Workout Fees payable on Specially Serviced Loans for which the resigning or 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


 



     -267-


     


    

 


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 or Trust Subordinate Companion Loan. Notwithstanding
the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be
computed as provided in the related Intercreditor Agreement or to the extent such Intercreditor Agreement is silent or refers to
this Agreement or indicates such fees are paid in accordance with this Agreement, as provided herein as though such Companion Loan
were a Mortgage Loan. Subject to Section 3.11(d), the Special Servicer will also be entitled to additional fees in the form
of Penalty Charges. The Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection
with its servicing activities hereunder (including, without limitation, payment of any amounts, other than management fees in respect
of REO Properties, due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy obtained by it insuring
against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not expressly payable directly out
of the Collection Account or the REO Account, and the Special Servicer shall not be entitled to reimbursement therefor except as
expressly provided in this Agreement.


 


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 their sole discretion, but not any obligation, to reduce
or elect not to charge its respective portion of such fee; provided that (A) neither the Master Servicer nor the Special
Servicer shall have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent
either the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion
in any such fee, the party that is 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. 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.


 






     -268-


     


    

 


(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 interest on Advances previously paid to the Master
Servicer or the Trustee pursuant to Section 3.05(a)(vi) hereof (and, in connection with a Non-Serviced Mortgage Loan, the
related trust for all interest on servicing advances reimbursed by such trust to any party under the applicable Non-Serviced PSA,
which resulted in an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced Intercreditor
Agreement) with respect to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for all additional expenses
of the Trust (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections
by the Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan. Penalty Charges
(other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing compensation under the
related Non-Serviced PSA) remaining thereafter shall be distributed to the Master Servicer, if and to the extent accrued while
such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the Special Servicer, if and to the
extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Loan or REO Loan. Any Penalty
Charges paid or payable as additional servicing compensation to the Master Servicer and the Special Servicer shall be distributed
between the Master Servicer and the Special Servicer, on a pro rata basis, based on the Master Servicer’s and the
Special Servicer’s respective entitlements to such compensation described in the previous sentence. If the Special Servicer
has partially waived any Penalty Charge (part of which accrued prior to the related Servicing Transfer Event), any collections
in respect of such Penalty Charge shall be shared by the Master Servicer only to the extent of the Penalty Charges accrued and
not waived prior to the related Servicing Transfer Event. If the Master Servicer has partially waived any Penalty Charge, any collections
in respect of such Penalty Charge shall be shared pro rata by the Master Servicer and the Special Servicer based on the respective
portions of such Penalty Charge to which each would otherwise have been entitled. Notwithstanding the foregoing, Penalty Charges
with respect to any Companion Loan will be allocated pursuant to the applicable Intercreditor Agreement after payment of all related
Advances and interest thereon and additional expenses of the Trust in accordance with this Section 3.11(d).


 


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


 



     -269-


     


    

 


compensation or have such rights and
obligations. If a Servicing Shift Whole Loan is still a Specially Serviced Loan on the applicable Servicing Shift Securitization
Date, the Non-Serviced Special Servicer and the Special Servicer shall be entitled to compensation with respect to such Servicing
Shift Whole Loan as if the Special Servicer were being terminated as the Special Servicer with respect to such Servicing Shift
Whole Loan and the Non-Serviced Special Servicer were replacing the Special Servicer as the successor Special Servicer with respect
to such Servicing Shift Whole Loan.


 


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


 


(e)         With
respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within two
(2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received, to the
Certificate Administrator, without charge and on the same day as the Master Servicer is required to deliver the CREFC® Investor
Reporting Package for such Distribution Date, an electronic report (which may include HTML, word or excel compatible format, clean
and searchable PDF format or such other format as mutually agreeable between the Certificate Administrator and the Special Servicer)
that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any
of its Affiliates, if any, with respect to such Distribution Date; provided that no such report shall be due in any month
during which no Disclosable Special Servicer Fees were received.


 


(f)          The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special
servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided that such
prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


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


 






     -270-


     


    

 


Section 3.12      Inspections;
Collection of Financial Statements.   (a) The Master Servicer (other than with respect to a Specially Serviced
Loan or REO Loan) shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection
of each Mortgaged Property relating to a Mortgage Loan (other than a Mortgaged Property securing a Non-Serviced Mortgage Loan,
which is subject to inspection pursuant to the related Non-Serviced PSA) or Trust Subordinate Companion Loan with a Stated Principal
Balance of (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four
(24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to
December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer
in the previous twelve (12) months, the Master Servicer shall not be required to perform or cause to be performed, such physical
inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the
related Mortgage Loan or Trust Subordinate Companion Loan, the Special Servicer shall inspect or cause to be inspected the related
Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for
so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant
to the immediately preceding sentence shall be, to the extent not paid by the related Mortgagor, reimbursed first from Default
Interest and late charges constituting additional compensation of the Special Servicer on the related Mortgage Loan (but with
respect to any Serviced Whole Loan, only from amounts available for such purpose under the related Intercreditor Agreement) and
then from the Collection Account, as an expense of the Trust, pursuant to Section 3.05(a)(ii), provided that, with
respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i)
with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu
Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective Stated Principal Balances, or (ii)
with respect to an AB Whole Loan, first, from the related AB Subordinate Companion Loan (and with respect to the
Standard Highline Whole, first, from the Standard Highline Non-Trust Junior Subordinate Companion Loan, then, the
Standard Highline Non-Trust Senior Subordinate Companion Loan and then, to the Standard Highline Trust Subordinate Companion
Loan) and then, from any related AB Mortgage Loan (and any Pari Passu Companion Loan(s), on a pro rata basis) (provided
that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the
related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to
the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections.
The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such
inspection (A) detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection,
(B) specifying the existence of (i) any vacancy in the Mortgaged Property that the preparer of such report has knowledge of and
deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge
or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer
of such report has knowledge or that is evident from the inspection, and that the preparer of such report deems material and (iv)
any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident
from the inspection, and (C) including photographs of each inspected


 



     -271-


     


    

 


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) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan),
to the Certificate Administrator (for posting to the Certificate Administrator’s Website for review by Privileged Persons)
and to the Trustee within seven (7) Business Days after the later of (i) the completion of such report or (ii) the Special Servicer’s
or the Master Servicer’s, as applicable, receipt of such report. Within five (5) Business Days after request for copies
of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver a copy (in electronic
format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information
Provider for posting to the 17g-5 Information Provider’s Website. In respect of any Mortgage Loan other than an Excluded
Loan as to such party and prior to the occurrence of a Consultation Termination Event, the Master Servicer shall deliver or make
available a copy of each such report to the Directing Holder and upon request to each Controlling Class Certificateholder (which
request may state that such items may be delivered until further notice) (except, after the occurrence and continuance of a Consultation
Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).


 


(b)         The
Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced
Loan shall make efforts consistent with the Servicing Standard to collect promptly and review from each related Mortgagor quarterly
and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly
and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the
related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans
(and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan (and
each Serviced Companion Loan) documents. The Master Servicer and the Special Servicer shall not be required to request such operating
statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms
of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets
and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their
preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt,
and the Master Servicer shall deliver copies of all the foregoing items so collected to the Certificate Administrator, in electronic
format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than
June 30 of each year commencing June 30, 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies
of such items, the Master Servicer or the Special Servicer, as applicable, shall deliver electronic copies of such items to the
Certificate Administrator to be posted on the Certificate Administrator’s Website. The Master Servicer or the Special Servicer,
as applicable, shall deliver, upon request of any NRSRO, copies of any or all of the foregoing items so collected thereby to the
17g-5 Information Provider pursuant to Section 3.13(c) who shall post such items to the 17g-5 Information Provider’s
Website.


 


In addition, the Master
Servicer (with respect to the Mortgage Loans or Trust Subordinate Companion Loans that are not Specially Serviced Loans or REO
Loans) or the


 



     -272-


     


    

 


Special Servicer (with respect to Specially Serviced Loans or REO Loans), as applicable, shall prepare with respect
to each Mortgaged Property securing a Mortgage Loan and REO Property:


 


(i)          Within
forty-five (45) days after receipt of a quarterly operating statement, if any, commencing following the receipt of such quarterly
operating statement for the quarter ending March 31, 2018, 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 shall not
be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as
of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first
calendar quarter (in each year) is not required for a Mortgaged Property unless such Mortgaged Property is analyzed on a trailing
12 month basis, or if the related Serviced Mortgage Loan or Trust Subordinate Companion Loan is on the CREFC® Servicer
Watch List). The Master Servicer (with respect to Mortgage Loans or Trust Subordinate Companion Loans that are not Specially Serviced
Loans or REO Loans) or the Special Servicer (with respect to Specially Serviced Loans or REO Loans), as applicable, shall deliver
or make available copies (in electronic format) each CREFC® Operating Statement Analysis Report and the related
operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate
Administrator, the Operating Advisor and each related Companion Holder (with respect to any Serviced Companion Loan) by electronic
means upon request.


 


(ii)         Within
forty-five (45) days after receipt by the Special Servicer (with respect to Specially Serviced Loans and REO Properties) or the
Master Servicer (with respect to a Mortgage Loan or Trust Subordinate Companion Loan that is not a Specially Serviced Loan or an
REO Loan) of any an annual operating statement or rent rolls for each calendar year commencing following the receipt of such annual
operating statement for the calendar year ending December 31, 2018, a CREFC® NOI Adjustment Worksheet (but only
to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise
agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net
operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative
Financial Status Report. The Master Servicer (with respect to Mortgage Loans or Trust Subordinate Companion Loans that are not
Specially Serviced Loans or REO Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans), as applicable,
shall deliver or make available copies (in electronic format) each CREFC® NOI Adjustment Worksheet and the related
operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision thereof)
to the Certificate Administrator, the Operating Advisor and each related Companion Holder (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


 



     -273-


     


    

 


Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing
Certificateholder, the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation
Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the
Specially Serviced Loans (excluding, for the Directing Holder, any Excluded Loans as to such party) 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 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 December 2017, the Master Servicer shall
prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator
the following reports and data files: (A) to the extent the Master Servicer has received the CREFC® Special Servicer
Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical
Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC®
Loan Setup File (with respect to the first Distribution Date), (C) the most recent CREFC® Property File, and CREFC®
Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC® Special
Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer and Master Servicer), (D) a CREFC®
Servicer Watch List with information that is current as of such Determination Date, (E) CREFC® Financial File, (F)
CREFC® Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery Report, (H) CREFC®
Total Loan Report and (I) the report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e) to the extent
received from the Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York City time) on the Master Servicer
Remittance Date beginning December 2017, 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 December 2017, the Master Servicer shall deliver or
cause to be delivered to the Certificate Administrator via electronic format the CREFC® Loan Periodic Update File and the CREFC®
Appraisal Reduction Amount Template, if provided for such Distribution Date. 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. 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.


 






     -274-


     


    

 


Not later than 5:00 p.m.
(New York City time) on the Master Servicer Remittance Date beginning December 2017, the Master Servicer shall deliver to the Certificate
Administrator the CREFC® Schedule AL File in EDGAR-Compatible Format; provided that the Master Servicer shall
have no obligation to prepare or deliver any such CREFC® Schedule AL File unless the Depositor has delivered the
items required by Section 2.01(i). If the CREFC® Schedule AL File is not provided by 5:00 p.m. (New York
City time) on the Master Servicer Remittance Date, the Certificate Administrator shall request such CREFC® Schedule
AL File from the Master Servicer via email at KC_Investor_Reporting@KeyBank.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 shall be entitled to conclusively rely, absent manifest
error, on the content, completeness, accuracy and compliance with any applicable requirements of Items 1111(h) and 1125 of Regulation
AB and Item 601(b) of Regulation S-K under the Securities Act as in effect on the Closing Date of the Initial Schedule AL File,
any Initial Schedule AL Additional File and Annex A-1 to the Prospectus. The Master Servicer may concurrently with the delivery
of the related CREFC® Schedule AL File, deliver any related Schedule AL Additional File in EDGAR-Compatible Format
to the Certificate Administrator. The CREFC® Schedule AL File and the Schedule AL Additional File shall each be
a single file. Neither the Certificate Administrator nor the Master Servicer shall be required to combine multiple CREFC®
Schedule AL Files or Schedule AL Additional Files, unless, solely with respect to the Master Servicer, multiple Sub-Servicers prepare
and submit such CREFC® Schedule AL Files or Schedule AL Additional Files to the Master Servicer. The Certificate
Administrator shall not be required to review, redact, reconcile, edit or verify the content, completeness or accuracy of the information
contained in any CREFC® Schedule AL File or any Schedule AL Additional File. The Certificate Administrator shall
not be deemed to have actual knowledge of the contents of any CREFC® Schedule AL File or Schedule AL Additional
File solely by its receipt thereof.


 


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


 


(e)         The
Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant to
Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver or make available to the Certificate Administrator
the reports and data files set forth in Section 3.12(b). The Master Servicer may, absent manifest error, conclusively rely
on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(b) and Section 3.12(c).
The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master
Servicer pursuant to Section 3.12(b). In the case of information or reports to be furnished by the Master Servicer to the
Certificate Administrator pursuant to Section 3.12(b), to the extent that such information or reports are, in turn, based
on information or reports to be provided by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c) and
to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or
Section 3.12(c), the


 



     -275-


     


    

 


Master Servicer shall have no obligation to provide such information or reports to the Certificate
Administrator until it has received the requisite information or reports from the Special Servicer, and the Master Servicer shall
not be in default hereunder due to a delay in providing the reports required by Section 3.12(b) caused by the Special Servicer’s
failure to timely provide any information or report required under Section 3.12(b) or Section 3.12(c) of this Agreement.


 


(f)          Notwithstanding
the foregoing, however, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required
to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master
Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special
Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure
of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and the Special Servicer may disclose
any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and
the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(g)         Unless
otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement, report
or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy
such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement,
report or information in a commonly used electronic format or (z) except with respect to information to be provided to the Certificate
Administrator or any Companion Holder and, prior to the occurrence of a Consultation Termination Event, the Directing Holder, making
such statement, report or information available on the Master Servicer’s or the Special Servicer’s Internet website,
unless this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding anything
to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements, reports or
other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically
deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies
in electronic format shall follow upon the correction of such system problems.


 


Section 3.13     Access
to Certain Information.   (a) Each of the Master Servicer and the Special Servicer shall provide or cause to
be provided to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller
and to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors of the
Federal Reserve System of the United States of America and the supervisory agents and examiners of such boards and such corporations,
and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder,
and to each Holder of a Non-Registered Certificate, access to any documentation or information regarding the Mortgage Loans (other
than any Non-Serviced


 



     -276-


     


    

 


Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced Whole Loan, the related
Companion Loan, and the Trust within its control which may be required by applicable law. At the election of the Master Servicer,
the Special Servicer or the Certificate Administrator, such access may be afforded to such Person identified above by the delivery
of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator
shall be permitted to require payment (other than from the Directing Holder (prior to the occurrence of a Consultation Termination
Event) and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders, as applicable)
of a sum sufficient to cover the reasonable out-of-pocket costs incurred by it in making such copies. Such access shall (except
as described in the preceding sentence) be afforded without charge but only upon reasonable prior written request and during normal
business hours at the offices of the Certificate Administrator or the Custodian.


 


The failure of the Master
Servicer or the Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation
shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section
3.13, the Master Servicer and the Special Servicer may each (i) affix a reasonable disclaimer to any information provided by
it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to
any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition
access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y)
execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s
or the Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or
(iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items
is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client
privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer
to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of
this Agreement to the extent that the Master Servicer or the Special Servicer, as the case may be, determines, in its reasonable
good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any
provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the Mortgage Loans
or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or
the Trust or otherwise materially harm the Trust or the Trust. Without limiting the generality of the foregoing, the Master Servicer
or the Special Servicer may refrain from disclosing information that it reasonably determines would prejudice the interest of the
Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage Loan or Trust Subordinate Companion
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


 



     -277-


     


    

 


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 or a Holder
of any Loan-Specific Certificates) 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 may conclusively rely. In addition, the Master Servicer
and the Special Servicer shall be entitled to conclusively rely on delivery from a Controlling Class Certificateholder of an investor
certification substantially in the form of Exhibit P-1E that such Controlling Class Certificateholder is not an Excluded
Controlling Class Holder with respect to a particular Mortgage Loan.


 


Notwithstanding anything
to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically
provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court order, no Certificateholder
or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files.


 






     -278-


     


    

 


(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 or any Loan-Specific Certificates, in the form
most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)      this
Agreement, any Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date and any amendments
and exhibits hereto;


 


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


 


(D)     the
CREFC® Loan Setup File (with respect to the initial Distribution Date) provided by the Master Servicer to the Certificate
Administrator;


 


(ii)         the
following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(A)     any
reports on Forms 10-D, 10-K, 8-K and ABS-EE that have been filed by the Certificate Administrator with respect to the Trust through
the EDGAR system;


 


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


 


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


 


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


 






     -279-


     


    

 


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


 


(D)     all
Operating Advisor Annual Reports;


 


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


 


(A)     summaries
of Final Asset Status Reports or, prior to an AB Control Appraisal Period or a Y&L Towers Control Termination Event or a Standard
Highline Control Termination Event, as applicable, summaries of Asset Status Reports approved by the holder of the related Companion
Loan and related information delivered to the Certificate Administrator pursuant to Section 3.19(d); and


 


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


 


(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(l);


 


(D)     any
notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered
pursuant to Section 7.01 or notice of any resignation of the Master Servicer or the Special Servicer delivered pursuant
to Section 6.05;


 


(E)      any
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required
to be delivered to the Certificateholders pursuant to ARTICLE XII;


 


(F)      any
Asset Review Report Summary received by the Certificate Administrator;


 


(G)      any
notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


 


(H)     any
notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 






     -280-


     


    

 


(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;


 


(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);


 






     -281-


     


    

 


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


 


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


 


provided that
with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence of
an Excluded Loan as to the Directing Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of a majority
of the Controlling Class, the Certificate Administrator shall only be required to make available such notice of the occurrence
and continuance of a Control Termination Event or the notice of the occurrence and continuance of a Consultation Termination Event
to the extent the Certificate Administrator has been notified of such Excluded Loan as to such party.


 


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


 


The Certificate Administrator
shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and (B)
above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable
to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the
Mortgage Loans available through its Internet website.


 


Notwithstanding the foregoing,
all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


Any Person that is a
Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following items made available to
the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the SEC filings on the Certificate
Administrator’s Website, and (b) in the case of the Directing Holder or a Controlling Class Certificateholder, if any such
Person becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator and the Trustee in physical form of an investor certification substantially in the forms
of Exhibit P-1D and Exhibit P-1B and upon delivery to the Certificate Administrator in physical form of an investor
certification substantially in the form of Exhibit P-1F, which shall include each of the CTSLink User ID associated with
such Excluded Controlling Class Holder, all information (other than the Excluded Information with respect to any Excluded Controlling
Class Loans (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall
only be prohibited with respect to the related Excluded Controlling Class Loans)) available on the Certificate Administrator’s
Website.


 






     -282-


     


    

 


In the case of the Directing
Holder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an investor
certification substantially in the form of Exhibit P-1B hereto, such Directing Holder or Controlling Class Certificateholder
shall be entitled to access all information on the Certificate Administrator’s Website. The Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an investor certification in
the form of Exhibit P-1B hereto from the Directing Holder or a Controlling Class Certificateholder to the effect that such
Person is not an Excluded Controlling Class Holder and (ii) an investor certification in the form of Exhibit P-1D hereto
from the Directing Holder or a Controlling Class Certificateholder to the effect that such Person is an Excluded Controlling Class
Holder with respect to one or more Excluded Controlling Class Loan(s). In the event 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 Excluded Information (and, if possible, on
loan-by-loan basis) from information relating to other Mortgage Loans or Whole Loans, as applicable.


 


Notwithstanding anything
herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator
shall be entitled to conclusively assume that the Directing Holder and all beneficial owners of the Certificates of the Controlling
Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special Servicer, the Operating
Advisor or the Certificate Administrator, as applicable, has received a notice substantially in the form of Exhibit P-1E
from the Directing Holder or a Controlling Class Certificateholder that it has become an Excluded Controlling Class Holder. None
of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall be liable for any communication
to the Directing Holder or a Controlling Class Certificateholder that is an Excluded Controlling Class Holder or disclosure of
any information relating to an Excluded Controlling Class Loan (including any related Excluded Information delivered to the Certificate
Administrator for posting to the Certificate


 



     -283-


     


    

 


Administrator’s Website) if the Master Servicer, the Special Servicer, the Operating
Advisor or the Certificate Administrator, as applicable, did not receive prior written notice that the related Mortgage Loan is
an Excluded Controlling Class Loan and/or, with respect to any related Excluded Information posted on the Certificate Administrator’s
Website, such information was not delivered to the Certificate Administrator in accordance with Section 3.30.


 


Each of the Master Servicer,
the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on delivery
from the Directing Holder or a Controlling Class Certificateholder of an investor certification substantially in the form of Exhibit
P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing Holder or a Controlling
Class Certificateholder receives access pursuant to this Agreement to any Excluded Information on the Certificate Administrator’s
Website or 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 Affiliate involved in the management of any investment in the related Borrower Party or the
related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest
in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place
in order to comply with the obligations described in clause (i) above.


 


To the extent the Risk
Retention Consultation Party or a Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest,
as applicable, receives access pursuant to this Agreement to any information solely related to a Mortgage Loan with respect to
which such party is a Borrower Party (which shall include any Asset Status Reports, Final Asset Status Reports (or summaries thereof)),
inspection reports related to Specially Serviced Loans conducted by the Special Servicer or 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, but in each case other than information with respect to
such Mortgage Loan that is aggregated with information of other Mortgage Loans at a pool level), on the Certificate Administrator’s
Website or otherwise receives access to such information, such Risk Retention Consultation Party or Holder of a VRR Interest, a
Y&L Towers VRR Interest or a Standard Highline VRR Interest, as applicable, shall be deemed to have agreed that it (i) will
not directly or indirectly provide any such information to (A) the related Borrower Party, (B) any employees or personnel of such
Risk Retention Consultation Party or Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest,
as applicable or any of its Affiliates involved in the management of any investment in the related Borrower Party or the related
Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the
related Borrower Party, and (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. For the avoidance of doubt, any file or report contained
in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special
Servicer Loan File relating


 



     -284-


     


    

 


to any such Excluded Loan) shall be considered information that is aggregated with information of other
Mortgage Loans at a pool level.


 


The Certificate Administrator
makes no representation or warranty as to the accuracy or completeness of any report, document or other information made available
on its Internet website or its filing of such information, including, but not limited to, filing via EDGAR, and assumes no responsibility
therefor, other than with respect to such reports, documents or other information prepared by the Certificate Administrator. In
addition, the Certificate Administrator may disclaim responsibility for any information distributed by it or filed by it, as applicable,
for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator shall not
be liable for any disclosure of information relating to any Excluded Controlling Class Loan to the extent such information was
included in the Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting to
the Certificate Administrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.


 


In connection with providing
access to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance
with Section 3.13(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate
Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate
Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (866) 846-4526.


 


(c)         The
17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such items
are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “CSAIL 2017-CX10” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any
other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


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


 


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


 


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


 


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


 


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


 


(vi)        any
annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or 11.10;


 






     -285-


     


    

 


(vii)       any
annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)      any
notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency
Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)        copies
of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)         any
requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(xi)         any
notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(xii)       any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(xiii)      any
notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section
7.01;


 


(xiv)      any
notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)       any
notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 13.01(a)(ix);


 


(xvi)      any
Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)     any
summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward
the Master Servicer, the Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to the
17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation or
regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans or any related Companion
Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable
Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with
whom the communication was held pursuant to Section 3.13(f);


 


(xviii)    any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section
2.03(b), Section 3.07(a), Section 3.12, Section 3.17(c), Section 3.18(g); Section 11.09
or Section 11.10; and


 


(xix)       any
other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 






     -286-


     


    

 


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. In the event that any information is delivered or posted in error, each of the Certificate Administrator
and the 17g-5 Information Provider may remove such information from the 17g-5 Information Provider’s Website. The Certificate
Administrator and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of
any information merely by posting such information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s
Website to the extent such information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as
applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the
form of Exhibit P-2 hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s
Website). If a Rating Agency requests access to the 17g-5 Information Provider’s Website, access shall be granted by the
17g-5 Information Provider on the same Business Day, provided that such request is made prior to 2:00 p.m., New York City time,
on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. Questions regarding delivery
of information to the 17g-5 Information Provider may be directed to (866) 846 4526 or 17g5informationprovider@wellsfargo.com (specifically
referencing “CSAIL 2017-CX10” 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


 



     -287-


     


    

 


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 2017-CX10” 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.


 


Notwithstanding anything
to the contrary contained in this Agreement, none of the foregoing information that relates solely to Loan-Specific Certificates
and does not contain information related to the related Whole Loan or Certificates other than the related Loan-Specific Certificates
shall be required to delivered to the Rating Agencies (other than Rating Agencies then rating the related Loan-Specific Certificates)
or be posted to the 17g-5 Information Provider’s Website.


 


(d)         Certain
information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be
provided by the Certificate Administrator to third parties (including Bloomberg, L.P., Thomson Reuters Corporation, Trepp, LLC,
RealINSIGHT, Intex Solutions, Inc., CMBS.com, Inc., Moody’s Analytics and BlackRock Financial Management Inc.) with the consent
of the Depositor, and providing such information shall not constitute a breach of this Agreement by the Certificate Administrator.
Such information will be made available to such third parties upon receipt of a certificate in the form of Exhibit P-3 hereto,
which certification may be submitted electronically via the Certificate Administrator’s Website.


 


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


 



     -288-


     


    

 


(B) acknowledge that the Master
Servicer or the Special Servicer may contemporaneously provide such information to any other Disclosure Party. In addition, to
the extent access to such information is provided via the Master Servicer’s or the Special Servicer’s website, the
Master Servicer and the Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or
an additional or alternative agreement as to the confidential nature of such information. In connection with providing access to
or copies of the information described in this Section 3.13(e) to current or prospective Certificateholders the form of
confidentiality agreement used by the Master Servicer or the Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder,
an Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep
such information confidential (except that such Certificateholder may provide such information (x) to its auditors, legal counsel
and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided
that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information
confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests therein or an investment advisor related
thereto, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or an interest therein
or an investment advisor related thereto and is requesting the information for use in evaluating a possible investment in Certificates
and will otherwise keep such information confidential with no further dissemination (except that such Certificateholder may provide
such information to its auditors, legal counsel and regulators). In the case of a licensed or registered investment advisor acting
on behalf of a current or prospective Certificateholder, the Investor Certification shall be executed and delivered by both the
investment advisor and such current or prospective Certificateholder.


 


Neither the Master Servicer
nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement or by others in
violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible or have any
liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this
Section 3.13 unless such information was produced by the Master Servicer or the Special Servicer, as applicable.


 


(f)          The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated) to
orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage
Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Intercreditor
Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in
writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section
3.13(c) the same day such communication takes place; provided, further, that the summary of such oral communications
shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post such written summary
on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


 


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


 



     -289-


     


    

 


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 or the Risk Retention Consultation Party
(in each case, other than, prior to the occurrence and continuance of a Control Termination Event, any Asset Status Reports that
are not Final Asset Status Reports), or Certificateholders generally, requested by the Operating Advisor in support of the performance
of its obligations under this Agreement in electronic format.


 


(h)         None
of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral or written
communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s
or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, as applicable, (ii) such Rating Agency’s or NRSRO’s approval of the Master Servicer, the Operating
Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a commercial mortgage master, special or
primary servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation of the Master Servicer’s, the Operating
Advisor, the Asset Representations Reviewer’s or the Special Servicer’s, as applicable, servicing operations in general;
provided that the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as
applicable, shall not provide any information relating to the Certificates, the Mortgage Loans or the Trust Subordinate Companion
Loans to any Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor,
property and other deal specific identifiers are redacted; (y) such information has already been provided to the 17g-5 Information
Provider and has been uploaded on to the 17g-5 Information Provider’s Website; or (z) such Rating Agency has confirmed in
writing to the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable,
that it does not intend to use such information in undertaking credit rating surveillance for any Class of Certificates; provided,
however, that the Rating Agencies may use information delivered in reliance on the certification provided in this clause
(z) for any purpose to the extent it is publicly available (unless the availability results from a breach of this Agreement
or any other confidentiality agreement to which such Rating Agency is subject) or comprised of information collected by the applicable
Rating Agency from the 17g-5 Information Provider’s Website (or another 17g-5 Information Provider’s Website that such
Rating Agency has access to).


 


(i)          The
costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee,


 



     -290-


     


    

 


the Operating Advisor, the Asset Representations Reviewer and any other party hereto shall
not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 


Section 3.14     Title
to REO Property; REO Account.   (a) If title to any Mortgaged Property is acquired (and thus becomes REO Property),
the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent
with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders
and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect
to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.14. The Special Servicer, on behalf of the
Trust and, if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the third
calendar year following the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury Regulations
Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for an extension
of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period
provided in the then-applicable REMIC Provisions) and such qualifying extension is granted or is not denied (an “REO
Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the Certificate
Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate Administrator, to the effect that the holding
by the Trust of such REO Property subsequent to the close of the third calendar year following the year in which acquisition occurred
will not cause an Adverse REMIC Event to occur. If the Special Servicer is granted or not denied the REO Extension contemplated
by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii)
of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted
by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection
with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the
Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust payable
out of the Collection Account pursuant to Section 3.05(a).


 


(b)         The
Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one
or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf of
any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier Regular
Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible
Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within one (1) Business Day after receipt
of properly identified funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect
of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The
Special Servicer shall give notice to the Trustee, the Certificate Administrator, and the Master Servicer of the location of the
REO Account when first established and of the new location of the REO Account prior to any change thereof.


 






     -291-


     


    

 


(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 (y) two (2) Business Days after such amounts are
received and properly identified and determined to be available (or, with respect to a Serviced Companion Loan (other than any
Trust Subordinate Companion Loan), on the Business Day preceding each Serviced Whole Loan Remittance Date), the Special Servicer
shall withdraw from the REO Account and remit to the Master Servicer, which shall deposit into the Collection Account (or the Companion
Distribution Account, as applicable), the aggregate of all amounts received in respect of each REO Property during the one-month
period ending on such Determination Date, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence
and (ii) Net Investment Earnings on amounts on deposit in the REO Account; provided, however, that the Special Servicer
may retain in such REO Account, in accordance with the Servicing Standard, such portion of such balance as may be necessary to
maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses
for the related REO Property. In addition, on or prior to each Determination Date (or with respect to a Serviced Companion Loan,
on the Business Day preceding each Serviced Whole Loan Remittance Date), the Special Servicer shall provide the Master Servicer
with a written accounting of amounts remitted to the Master Servicer for deposit in the Collection Account, as applicable, on such
date. The Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date (or with
respect to a Serviced Companion Loan, on each Serviced Whole Loan Remittance Date) for the related Distribution Date.


 


(d)         The
Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all
deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


(e)         With
respect to the Trust Subordinate Companion Loans, references to actions being taken for the benefit of any such Companion Loan
in this Section 3.14 shall be deemed to be taken also for the benefit of the Holders of the related Loan-Specific Certificates,
as beneficial owners of such Companion Loan.


 


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 and Trust Subordinate
Companion Loan REMIC Regular Interests) solely for the purpose of its timely disposition and sale in a manner that does not cause
such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code
or result in the receipt by the Trust or any Serviced Companion Noteholder of any “income from non-permitted assets”
within the meaning of Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event. Subject to the foregoing, however,
the Special Servicer shall have full power and authority to do any and all things in connection therewith as are in the best interests
of and for the benefit of the Certificateholders (and, in the case of each Serviced Whole Loan, the related Companion Holder(s))
and the Trustee (as holder of the Lower-Tier Regular Interests and the Trust


 



     -292-


     


    

 


Subordinate Companion Loan REMIC Regular Interests)
all as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loan, as the case
may be) (as determined by the Special Servicer in its reasonable judgment in accordance with the Servicing Standard). Notwithstanding
anything to the contrary herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this
Section 3.15. Subject to this Section 3.15, the Special Servicer may allow the Trust or any commercial mortgage
securitization that holds any Serviced Companion Loan to earn “net income from foreclosure property” within the meaning
of Section 860G(d) of the Code if it determines that earning such income is in the best interests of Certificateholders and, if
applicable, any related Companion Holder(s) on a net after-tax basis as compared with net leasing such REO Property or operating
such REO Property on a different basis. In connection therewith, the Special Servicer shall deposit or cause to be deposited on
a daily basis (and in no event later than one (1) Business Day following receipt of such properly identified funds) in the applicable
REO Account all revenues received by it with respect to each REO Property and the related REO Loan, and shall withdraw from the
REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation,
management, leasing and maintenance of such REO Property, including, without limitation:


 


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


 


(ii)         all
real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)        any
ground rents in respect of such REO Property, if applicable; and


 


(iv)        all
costs and expenses necessary to maintain and lease such REO Property.


 


To the extent that amounts
on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i)
through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the Special
Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its own funds such amount
as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee, the Special
Servicer, the Depositor, the Certificate Administrator and the Directing Holder (with respect to the Directing Holder, in respect
of any Mortgage Loan other than an Excluded Loan as to such party or a Trust Subordinate Companion Loan, and prior to the occurrence
and continuance of a Consultation Termination Event)) 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;


 






     -293-


     


    

 


(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 or Trust Subordinate Companion 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, reasonable judgment exercised in accordance with the Servicing
Standard and to the extent commercially feasible, maximize the Trust’s net after-tax proceeds from such property.


 


(c)          The
Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within ninety
(90) days of the acquisition date thereof, provided that:


 


(i)          the
terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s
length;


 


(ii)         the
fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of the
nature and locality of the Mortgaged Property;


 


(iii)        any
such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO Property, including, without limitation, those listed in subsection
(a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses) to the Special Servicer
upon receipt;


 


(iv)        none
of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect to the operation
and management of any such REO Property; and


 


(v)         the
Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


 


The Special Servicer
shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties
and obligations hereunder


 



     -294-


     


    

 


for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement
shall be deemed to limit or modify such indemnification.


 


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


 


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


 


(ii)         If
any Mortgage Loan, Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer shall promptly notify
in writing the Master Servicer, any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring
notice under the Intercreditor Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related
mezzanine lender, as applicable, will, notwithstanding anything in this Section 3.16 to the contrary, have the option to
purchase the related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the related Intercreditor
Agreement.


 


(iii)        If
any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion Holder
or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer may offer to sell to
any Person any Specially Serviced Loan (to the extent consistent with any related Intercreditor Agreement and Section 3.16(d))
or may offer to purchase any Specially Serviced Loan, if and when the Special Servicer determines, consistent with the Servicing
Standard, that such a sale would be in the best economic interests of the Certificateholders (including the Holders of the Loan-Specific
Certificates) or, if applicable, the Certificateholders and the Serviced Companion Noteholder(s) (as a collective whole as if the
Trust and the Serviced


 



     -295-


     


    

 


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 and after consulting with the Risk Retention Consultation Party pursuant to Section
6.08(a), in each case, if no Control Termination Event has occurred and is continuing and such Non-Serviced Mortgage Loan is
not an Excluded Loan as to such party) 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, subject to the terms of the related Intercreditor
Agreement, the Special Servicer shall be entitled to the liquidation fee that the related Non-Serviced Special Servicer would have
otherwise been entitled to in connection with the sale of such Non-Serviced Mortgage Loan. The Special Servicer is required to
give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor (other than in respect of any applicable
Excluded Loan) and the Directing Holder and the Risk Retention Consultation Party (in the case of the Directing Holder and the
Risk Retention Consultation Party, other than in respect of any Excluded Loan as to such party) not less than ten (10) days’
prior written notice of its intention to sell any Defaulted Loan, in which case the Special Servicer is generally 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 solicit offers and, subject to subclause (B) below, may accept the highest offer received from any
Person that is determined by the Special Servicer to be a fair price for such Specially Serviced Loan, if the highest offeror is
a Person other than an Interested Person. In determining whether any offer from a Person other than an Interested Person constitutes
a fair price for any Defaulted Loan or REO Property, the Special Servicer shall take into account (in addition to the results of
any Appraisal, updated Appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within the prior 6
months), among other factors, the period and amount of the occupancy level and physical condition of the related Mortgaged Property
and the state of the local economy. If the offeror is an Interested Person, the Trustee (based upon updated Appraisals ordered
by the Special Servicer and received by the Trustee (or ordered by the Trustee if the Special Servicer or any of its Affiliates
is an Interested Person)) shall determine the fair price unless (i) the offer is equal to or greater than the applicable Par Purchase
Price and (ii) the offer is the highest offer received; provided, however, that no offer from an Interested Person
will constitute a fair price unless (A) it is the highest offer received and (B) if the offer is less than the applicable Par Purchase
Price, at least two other offers are received from independent third parties, and any such determination by the


 



     -296-


     


    

 


Trustee shall be
binding upon all parties. The Trustee shall act in a commercially reasonable manner in making such determination. In determining
whether any offer received from an Interested Person represents a fair price for any such Defaulted Loan, the Trustee shall rely
on the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property conducted in accordance with this
Agreement within the preceding 6-month period or, in the absence of any such Appraisal, on a new Appraisal. Except as provided
in the following paragraph, the cost of any Appraisal will be covered by, and will be reimbursable as, a Servicing Advance.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price and the offer is less than the Par Purchase Price, the Trustee may, at its option,
(at the expense of the Interested Person) designate an independent third party expert in real estate or commercial mortgage loan
matters with at least 5 years’ experience in valuing or investing in loans similar to the subject Mortgage Loan or Serviced
Whole Loan, as the case may be, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes
a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates such a third party to make such determination,
the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable fees of, and the
costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party shall be covered by,
and shall be reimbursable, from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing
Standard to collect payment from such Interested Person. If such expense is not paid by the applicable Interested Person within
thirty (30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing
Advance (provided that the Trustee shall not engage a third party expert whose fees exceed a commercially reasonable amount
as determined by the Trustee) but the Special Servicer shall continue to use efforts consistent with the Servicing Standard to
collect such amounts from the applicable Interested Person. Neither the Trustee, in its individual capacity, nor any of its Affiliates
may make an offer for or purchase any Specially Serviced Loan.


 


(B)      The
Special Servicer shall not be obligated to accept the highest offer if the Special Servicer determines (in consultation with the
Directing Holder and the Risk Retention Consultation Party, subject to the limitations on consultation set forth in Section
6.08(a) (in each case, unless a Consultation Termination Event shall have occurred and be continuing and other than with respect
to any Mortgage Loan that is an Excluded Loan as to such party) and, in the case of a Serviced Whole Loan or an REO Property related
to a Serviced Whole Loan, the related Companion Holder), in accordance with the Servicing Standard (and subject to the requirements
of any related Intercreditor Agreement), that the rejection of such offer would be in the best interests of the Holders of Certificates
and, in the case of a sale of a Serviced Whole Loan, the related Companion Holder(s) (as a collective whole, as if such Certificateholders
and, if applicable, the related Companion Holder(s) constituted a single lender). In addition, the Special Servicer may accept
a lower offer if it determines, in accordance with the Servicing Standard (and


 



     -297-


     


    

 


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 (including the holders
of the Loan-Specific Certificates) and, in the case of a sale of a Serviced Whole Loan, the related Companion Holder(s) (as a collective
whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender (and with respect
to any AB Whole Loan, taking into account the subordinate nature of the related Subordinate Companion Loan)) (for example, if the
prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer
making the lower offer are more favorable); provided that the offeror is not the Special Servicer or a Person that is an
Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts to sell all Defaulted Loans prior to the Rated
Final Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation to make any fair value determination,
to the extent required to do so pursuant to this Section 3.16, on the basis of anything other than the related Appraisal.


 


(v)         Unless
and until any Specially Serviced Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such other
resolution strategies with respect to such Specially Serviced Loan, including, without limitation, workout and foreclosure, as
the Special Servicer may deem appropriate, consistent with the Asset Status Report and the Servicing Standard and the REMIC Provisions.


 


(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 and the Risk Retention Consultation Party (in the case of the Directing Holder and the Risk
Retention Consultation Party, in respect of any Mortgage Loan other than an Excluded Loan as to such party and prior to the occurrence
and continuance of a Consultation Termination Event) not less than ten (10) days’ prior written notice of the Purchase Price
and its intention to (i) purchase any REO Property at the Par Purchase Price therefor or (ii) sell any REO Property, in which case
the Special Servicer shall accept the highest offer received from any Person for any REO Property in an amount at least equal to
the Par Purchase Price therefor. To the extent permitted by applicable law, and subject to the Servicing Standard, the Master Servicer,
an Affiliate of the Master Servicer, the Special Servicer or an Affiliate of the Special Servicer, or an employee of either of
them may act as broker in connection with the sale of any REO Property and may retain from the proceeds of such sale a brokerage
commission that does not exceed the commission that would have been earned by an independent broker pursuant to a brokerage agreement
entered into at arm’s length.


 






     -298-


     


    

 


(B)      In
the absence of any such offer as set forth in subclause (A) above, the Special Servicer shall, subject to subclause (C)
below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1) by the
Special Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by the Trustee, if the highest offeror
is an Interested Person unless (i) the offer is equal to or greater than the applicable Purchase Price and (ii) the offer is the
highest offer received; provided, however, that no offer from an Interested Person will constitute a fair price unless
(A) it is the highest offer received and (B) if the offer is less than the applicable Par Purchase Price, at least two other offers
are received from independent third parties. Notwithstanding anything to the contrary herein, neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase any REO Property pursuant hereto.


 


(C)      The
Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the Special
Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of
the Certificateholders and, with respect to any Serviced Whole Loan or the related Companion Holder, and in either case, as a collective
whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans). In addition, the Special
Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of such offer would
be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan or the related Companion Holder,
and in either case, as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion
Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered
by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the Special Servicer
or a Person that is an Affiliate of the Special Servicer.


 


(D)      In
determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees of and the costs of all
appraisals, inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be
reimbursable, from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard
to collect payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30)
days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but
the Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable
Interested Person. In determining whether any offer


 



     -299-


     


    

 


constitutes a fair price for any REO Property, the Special Servicer or the
Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser or other expert in real estate matters shall
be instructed to take into account, as applicable, among other factors, the physical condition of such REO Property, the state
of the local economy and the Trust’s obligation to comply with REMIC Provisions.


 


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


 


(c)         Any
sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative interpretations
thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(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 (and, in the case of the Yorkshire & Lexington Towers Whole Loan, the Y&L
Towers Trust Subordinate Companion Loan and, in the case of The Standard Highline NYC Whole Loan, the Standard Highline Trust Subordinate
Companion Loan) together with such Mortgage Loan as one whole loan and shall require that all offers be submitted to the Special
Servicer in writing. To the extent a determination is required to be made hereunder as to whether any cash offer constitutes a
fair price for any Serviced Whole Loan, such determination shall be made by the Trustee if the offeror is an Interested Person.
Notwithstanding the foregoing, the Special Servicer shall not be permitted to sell the related Mortgage Loan together with the
related Serviced Pari Passu Companion Loan(s) if it becomes a defaulted Whole Loan without the written consent of the holder of
the related Serviced Pari Passu Companion Loan (provided that such consent is not required if the holder of the Serviced
Pari Passu Companion Loan is the Mortgagor or an affiliate of the Mortgagor) unless the Special Servicer has delivered to the holder
of the related Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business Days prior written notice of any decision
to attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior to the permitted sale date, a copy of each bid package
(together with any material amendments to such bid packages) received by the Special Servicer in connection with any such proposed
sale; (c) at least ten (10) days prior to the proposed sale date, a copy of the most recent appraisal for such


 



     -300-


     


    

 


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 and the Risk Retention
Consultation Party) prior to the proposed sale date, all information and other documents being provided to other offerors and all
leases or other documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale.
The holder of the related Serviced Pari Passu Companion Loan (or its representative) will be permitted to submit an offer at any
sale of such Whole Loan; however, the related Mortgagor and its agents and Affiliates shall not be permitted to submit an
offer at such sale. Notwithstanding the foregoing, with respect to each Serviced Whole Loan, the holder of the related Companion
Loan may waive any of the delivery or timing requirements set forth in this paragraph with respect to the related Whole Loan. If
the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at
its option and at the expense of the offering Interested Person purchaser) designate an independent third party expert in real
estate or commercial mortgage loan matters with at least 5 years’ experience in valuing or investing in loans similar to
the subject Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes
a fair price for such Mortgage Loan. The Trustee shall act in a commercially reasonable manner in making such determination. If
the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such
third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions
of value incurred by any such third party shall be covered by, and shall be reimbursable, from the offering Interested Person and
the Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If
such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall
be reimbursable to the Trustee by the Master Servicer as a Servicing 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, (A) pursuant to the terms of the related Intercreditor Agreement,
the holder of the related AB Subordinate Companion Loan (other than with respect to the Trust Subordinate Companion Loans) for
each applicable Serviced Whole Loan and (B) pursuant to Section 3.32 herein, the Holder of the Standard Highline Non-Trust
Junior Subordinate Companion Loan, will have the right to purchase the related Mortgage Loan or related REO Property, as applicable.
Such right of the holder of the AB Subordinate Companion Loan shall be given priority over any provision described in this Section
3.16 as and to the extent set forth in the related Intercreditor Agreement. If the related Mortgage Loan or related REO Property
is purchased by the holder of such AB Subordinate Companion Loan, repurchased by the applicable Mortgage Loan Seller or otherwise
ceases to be subject to this Agreement, the related AB Subordinate Companion Loan (other than a Trust Subordinate Companion Loan
that is not purchased together with such Mortgage Loan) will no longer be subject to this Agreement. If no AB Control Appraisal
Period exists, the Special Servicer may not sell the AB Subordinate Companion Loan without the prior consent of the holder of the
AB Subordinate Companion Loan. If an AB Control Appraisal Period has occurred and is continuing, the Special Servicer has the right
(but not the obligation) to sell the


 



     -301-


     


    

 


AB Subordinate Companion Loan without the consent of the holder of the AB Subordinate Companion
Loan.


 


(ii)         Notwithstanding
anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase the related Mortgage
Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related Intercreditor
Agreement.


 


(f)          Unless
otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be on
a servicing released basis.


 


(g)         In
the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant
to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


 


Section 3.17     Additional
Obligations of Master Servicer and Special Servicer.   (a) The Master Servicer shall deliver all Compensating
Interest Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan
or Trust Subordinate 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. The Master Servicer
shall deliver the portion of any Compensating Interest Payment allocated to a Trust Subordinate Companion Loan to the Certificate
Administrator for deposit in the applicable Trust Subordinate Companion Loan REMIC 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 and the Master Servicer or Special Servicer,
as applicable, shall provide to the Loan-Specific Directing Holder any reports or notices required to be delivered to the holder
of Trust Subordinate Companion Loan 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, and with respect to P&I Advances
on a Trust Subordinate Companion Loan, would exceed the full amount of the principal portion of general collections allocated to
the related Trust Subordinate Companion Loan, 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,


 



     -302-


     


    

 


for successive one-month periods for a total period
not to exceed twelve (12) months (provided that, other than in the case of an Excluded Loan with respect to the Directing
Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of the Controlling Class, any
such deferral exceeding six (6) months shall require, prior to the occurrence and continuance of any Control Termination Event,
the consent of the Directing Holder), and any election to so defer or not to defer shall be deemed to be in accordance with the
Servicing Standard. If the Master Servicer or the Trustee makes such an election at its sole option and in its sole discretion
to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with interest thereon), then such
Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue to be fully reimbursable in the subsequent
collection period (subject, again, to the same sole option to defer; it is acknowledged that, in such a subsequent period, such
Nonrecoverable Advance shall again be payable first from principal collections as described above prior to payment from
other collections). In connection with a potential election by the Master Servicer or the Trustee to refrain from the reimbursement
of a particular Nonrecoverable Advance or portion thereof during the one month collection period ending on the related Determination
Date for any Distribution Date, the Master Servicer or the Trustee shall further be authorized to wait for principal collections
on the Mortgage Loans or the Trust Subordinate Companion 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


 



     -303-


     


    

 


applicable, shall be entitled to immediate reimbursement of Nonrecoverable Advances
with interest thereon at the Reimbursement Rate from all amounts in the Collection Account for such Distribution Date (deemed first
from principal and then interest). Any such election by any such party to refrain from reimbursing itself or obtaining reimbursement
for any Nonrecoverable Advance or portion thereof with respect to any one or more collection periods shall not limit the accrual
of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable
Advance. The Master Servicer’s or the Trustee’s, as applicable, agreement to defer reimbursement of such Nonrecoverable
Advances as set forth above is an accommodation to the Certificateholders and shall not be construed as an obligation on the part
of the Master Servicer or the Trustee, as applicable, or a right of the Certificateholders. Nothing herein shall be deemed to create
in the Certificateholders a right to prior payment of distributions over the Master Servicer’s or the Trustee’s, as
applicable, right to reimbursement for Advances (deferred or otherwise) and accrued interest thereon. In all events, the decision
to defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances shall be deemed to be in accordance with the
Servicing Standard and none of the Master Servicer, the Trustee or the other parties to this Agreement shall have any liability
to one another or to any of the Certificateholders or any of the Companion Holders for any such election that such party makes
as contemplated by Section 3.17 or for any losses, damages or other adverse economic or other effects that may arise from
such an election.


 


The aggregate of any
Excess Prepayment Interest Shortfall with respect to the Mortgage Loans for any Distribution Date will be allocated on such Distribution
Date among each class of Pooled Certificates, pro rata, in accordance with their respective Interest Accrual Amounts for
that Distribution Date. Any Excess Prepayment Interest Shortfall with respect to a Trust Subordinate Companion Loan for any Distribution
Date will be allocated on such Distribution Date to the related Loan-Specific Certificates, pro rata, in accordance with
each Class’s accrued interest. Any Prepayment Interest Excess in respect of a Trust Subordinate Companion Loan shall be paid
to the Master Servicer as additional servicing compensation.


 


(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).


 






     -304-


     


    

 


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, (i) the Master Servicer’s processing rights pursuant
to this subsection (a) with respect to any modification, waiver or amendment that does not constitute a Major Decision
and (ii) the Special Servicer’s processing rights pursuant to this subsection (a) with respect to any modification,
waiver or amendment that does constitute 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 the case may be, 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; and 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 (or, with respect to the Yorkshire & Lexington
Whole Loan or The Standard Highline NYC Whole Loan, seven (7) years) prior to the Rated Final Distribution Date and (ii) in the
case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty
(20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground
Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such
Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such
Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default
with respect thereto is not reasonably foreseeable, prior to any such extension, (1) the Master Servicer shall provide the Trustee,
the Certificate Administrator, the Special Servicer, the Operating Advisor, the Directing Holder and the Risk Retention Consultation
Party (in the case of the Directing Holder and the Risk Retention Consultation Party, (i) prior to the occurrence and continuance
of a Consultation Termination Event and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such
party), with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents
and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section
3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced
Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, the Special
Servicer shall (A) obtain the consent of the Directing Holder and, with respect to Specially Serviced Loans, consult with the
Risk Retention Consultation Party pursuant to Section 6.08(a) (in each case, (i) prior to the occurrence and continuance
of a Control Termination Event and (ii) other than with respect to a Mortgage Loan that is an Excluded Loan as to such party)
or (B) consult with the Directing Holder and the Risk Retention Consultation Party pursuant to Section 6.08(a) (in each
case, (i) after the occurrence and during the continuance of a Control Termination Event, but (solely in the case of the Directing
Holder) prior to a Consultation Termination Event and (ii) other than with respect to any Excluded Loan as to such party) (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


 



     -305-


     


    

 


modification, waiver or amendment
pursuant to the terms of the related Intercreditor Agreement, and subject to the Special Servicer’s processing 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, (ii) correct or supplement any provisions
therein which may be inconsistent with any other provisions therein or correct any error or (iii) enter into any modification,
waiver or amendment that does not constitute a Major Decision; provided that, if the Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable,
such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced
Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


Subject to Section
6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor
the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels
of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of
the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable
unless (i) the Master Servicer or the Special Servicer, as the case may be, obtains Rating Agency Confirmation from each Rating
Agency (and delivers such Rating Agency Confirmation to the Directing Holder and the Risk Retention Consultation Party, if permitted
by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25)) and (ii) such substitution would not be a “significant
modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section
1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may be, 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.


 






     -306-


     


    

 


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 with respect to which a payment default or other material default has occurred or a payment
default or other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced by an Officer’s
Certificate of the Special Servicer), is reasonably likely to produce a greater (or equivalent) 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) the approval of the Directing Holder and consultation with the Risk Retention
Consultation Party (in each case, with respect to any Mortgage Loan or Trust Subordinate Companion Loan other than any Excluded
Loan as to such party, prior to the occurrence and continuance of a Control Termination Event (or after the occurrence and during
the continuance of a Control Termination Event, but prior to a Consultation Termination Event, upon consultation with the Directing
Certificateholder and the Risk Retention Consultation Party, and after the occurrence and during the continuance of a Consultation
Termination Event, upon consultation with the Risk Retention Consultation Party)) as provided in Section 6.08; provided
that with respect to any Pooled Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal
Period, the approval of the holder of the related AB Subordinate Companion Loan, with respect to the Yorkshire & Lexington
Towers Whole Loan, the Y&L Towers Directing Holder (prior to the related control termination event) or with respect to The
Standard Highline NYC Whole Loan, the Standard Highline Directing Holder (prior to the related control termination event) will
be required to the extent set forth in the related Intercreditor Agreement and the Directing Holder shall have no consent or consultation
rights and the Risk Retention Consultation Party shall have no consultation rights regarding the matter; and (z) additionally,
with respect to a Serviced Whole Loan, the rights of the related Serviced Companion Noteholder or with respect to a Mortgage Loan
(other than any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related mezzanine lender, to advise or consult
with the Special Servicer with respect to, or consent to, such modification, waiver or amendment, in each case, pursuant to the
terms of the related Intercreditor Agreement; provided that in the case of any release or substitution of collateral (other
than a defeasance), the Special Servicer shall have obtained an Opinion of Counsel that such release or substitution would not
be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
or otherwise cause an Adverse REMIC Event. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with
respect to the Directing Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of the
Controlling Class (regardless of whether an Operating Advisor Consultation Event has


 



     -307-


     


    

 


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 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 Special Servicer
shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize prior to the Rated
Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced Loan if
such modification, waiver or amendment would (1) extend the maturity date of any such Specially Serviced Loan to a date occurring
later than the earlier of (a) five years (or with respect to the Yorkshire & Lexington Towers Whole Loan or the Standard Highline
NYC Whole Loan, seven years) prior to the Rated Final Distribution Date and (b) if the 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, subject to (x)
compliance with the Servicing Standard giving due consideration to the remaining term of the ground lease and (y) consultation
rights relating to Major Decisions, 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, Trust Subordinate Companion 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 (including, without limitation, Section 3.08(a) and 3.08(b), the first
sentence of Section 3.18(a), and Section 6.08), the Master Servicer (subject to the Special Servicer’s processing
rights pursuant to Section 3.18(a) if any such waiver, modification or amendment constitutes a 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


 



     -308-


     


    

 


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 or Trust Subordinate Companion Loan be made on a Due Date, or
if not made on a Due Date, be accompanied by all interest that would be due on the next Due Date with respect to any Mortgage Loan
or Serviced Companion Loan that is not a Specially Serviced Loan.


 


(e)         Subject
to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a condition to its granting any request by
a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing, the granting of
which is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant to the terms
of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms of this Agreement,
require that such Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be, as additional servicing compensation,
a reasonable or customary fee, for the additional services performed in connection with such request; provided that the
charging of such fee is not a “significant modification” of the Mortgage Loan or Trust Subordinate Companion 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 or Trust Subordinate Companion 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 with respect to a Specially Serviced Loan, the Special Servicer shall notify the
Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor (after the occurrence and during the continuance
of an Operating Advisor Consultation Event), the Directing Holder and the Risk Retention Consultation Party (in the case of the
Directing Holder, other than following the occurrence and continuance of a Consultation Termination Event, and in the case of the
Directing Holder or the Risk Retention Consultation Party, other than with respect to any Excluded Loan as to such party), the
applicable Companion Holder (unless, with respect to the holders of a Standard Highline Non-Trust Subordinate Companion Loan, a
Standard Highline Non-Trust Junior Subordinate Companion Loan Control Appraisal Period or a Standard Highline Non-Trust Senior
Subordinate Companion Loan Control Appraisal Period, as applicable, has occurred and is continuing or with respect to the holder
of the Standard Highline Trust Subordinate Companion Loan, a Standard Highline Trust Subordinate Companion Loan Control Termination
Event has occurred and is continuing), the related Mortgage Loan Seller (if such Mortgage Loan Seller is not a Master Servicer
or Sub-Servicer of such Mortgage Loan, the Directing Holder or the Risk Retention Consultation Party) and the 17g-5 Information
Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section
3.13(c)) in writing of any modification, waiver or amendment (in each case, after it is finalized and executed) of any term
of any Mortgage Loan or Companion Loan that is modified, waived or amended and the date thereof. With respect to any modification,
waiver or amendment (in each case, after it is finalized and executed) for which it is responsible,


 



     -309-


     


    

 


the Master Servicer shall provide
written notice of any such modification, waiver or amendment to the Trustee, the Certificate Administrator, the Special Servicer
(and the Special Servicer shall forward such notice to the Directing Holder and the Risk Retention Consultation Party (in the case
of the Directing Holder, only prior to the occurrence and continuance of a Consultation Termination Event and in the case of the
Directing Holder or the Risk Retention Consultation Party, other than with respect to an Excluded Loan as to such party), the applicable
Companion Holder, the related Mortgage Loan Seller (so long as such Mortgage Loan Seller is not a Master Servicer or Sub-Servicer
of such Mortgage Loan or the Directing Holder or Risk Retention Consultation Party) and the 17g-5 Information Provider (which shall
promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)). The party
responsible for delivering notice shall deliver to the Custodian with a copy to the Master Servicer (if such notice is being delivered
by the Special Servicer) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification,
waiver or amendment, promptly (and in any event within ten (10) Business Days) following the execution thereof, with a copy to
the applicable Companion Holder, if any. Following receipt of the Master Servicer’s or the Special Servicer’s, as the
case may be, delivery of the aforesaid modification, waiver or amendment to the Certificate Administrator, the Certificate Administrator
shall forward a copy thereof to each Holder of a Certificate (other than the Class Z or Class R Certificates) upon request. With
respect to the processing of any modification, waiver or consent related to any Mortgagor incurring additional debt or mezzanine
debt, the Special Servicer (if the Special Servicer processes such modification, waiver or consent pursuant to Section 3.18(a))
or the Master Servicer (if the Master Servicer processes such modification, waiver or consent pursuant to Section 3.18(a))
shall, on or before the later of (i) 3:00 p.m. on the related P&I Advance Date and (ii) five (5) Business Days immediately
following the Master Servicer or the Special Servicer, as the case may be, obtaining actual knowledge of the incurrence of such
additional debt or mezzanine debt, deliver notice of the Mortgagor’s incurrence of such debt, substantially in the form of
Exhibit KK, to cts.sec.notifications@wellsfargo.com and an Additional Disclosure Notification in the form attached hereto
as Exhibit EE. The notice contemplated in the preceding sentence shall set forth, to the extent the Special Servicer or
Master Servicer, as the case may be, has the requisite information or can reasonably obtain such information, (1) the amount of
additional debt that was incurred in the related Collection Period, (2) the total debt service coverage ratio calculated on the
basis of such Mortgage Loan and additional debt, and (3) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan
and additional debt. In the event that either (i) the CREFC® Investor Reporting Package is amended to include such
information set forth above, in a manner reasonably acceptable to the Master Servicer, 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)         Subject
to the consent rights and processes set forth in Section 6.08 with respect to Major Decisions, the Master Servicer shall process
all defeasance transactions, and shall be entitled to any defeasance fees paid relating thereto (provided, that for the
avoidance of


 



     -310-


     


    

 


doubt, any such defeasance fee shall not include the Special Servicer’s portion of any Modification Fees or
waiver fees in connection with a defeasance that the Special Servicer is entitled to under this Agreement). 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 the Trust Subordinate Companion Loan (or defeased portion thereof) when due, (ii) a certificate of an Independent
certified public accountant to the effect that such substituted property will provide cash flows sufficient to meet all payments
of interest and principal (including payments at maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with the
requirements of the terms of the related Mortgage Loan documents and, if applicable, Companion Loan documents, (iii) one or more
Opinions of Counsel (at the expense of the related Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have
a first priority perfected security interest in such substituted Mortgaged Property; provided, however, that, to
the extent consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the related Mortgagor
shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to the extent consistent with the related
Mortgage Loan documents and, if applicable, Companion Loan documents, the Mortgagor shall establish a single purpose entity to
act as a successor mortgagor, if so required by the Rating Agencies, (v) to the extent permissible under the related Mortgage Loan
documents and, if applicable, Companion Loan documents, the Master Servicer shall use its reasonable efforts to require the related
Mortgagor to pay all costs of such defeasance, including but not limited to the cost of maintaining any successor mortgagor, and
(vi) to the extent permissible under the Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer
shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from each Rating Agency and a confirmation of
any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25); provided, further, however, that no such confirmation from any Rating Agency
shall be required to the extent that the Master Servicer has delivered a defeasance certificate substantially in the form of Exhibit
U hereto for any Mortgage Loan or Trust Subordinate Companion Loan that (together with any Mortgage Loans cross-collateralized
with such Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date Balance less than $20,000,000, (ii) a Mortgage Loan that
represents less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans and (iii) a Mortgage Loan that is not one of
the ten largest Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing, in the event that requiring the Mortgagor
to pay for the items specified in clauses (ii), (iv) and (v) in the preceding sentence would be inconsistent
with the related Mortgage Loan 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.


 



     -311-


     


    

 






 


(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 consent rights pursuant to Section 3.18(a) with respect to any such action
that constitutes a 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 a confirmation of any applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25). Notwithstanding the foregoing, with respect to
certain Mortgage Loans originated or acquired by BSP, BSPRT, Column or NREC that are subject to defeasance and identified on Schedule
3, BSP, BSPRT, Column or NREC, as applicable, 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”). In the event the Master Servicer receives
notice of a defeasance request with respect to a Mortgage Loan that provides for Loan Seller Defeasance Rights and Obligations
in the related Mortgage Loan Documents, the Master Servicer shall provide, within five (5) business days of receipt of such notice,
written notice of such defeasance request to the related Mortgage Loan Seller. Until such time as the related Mortgage Loan Seller
provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Loan Seller Defeasance Rights and Obligations
shall be delivered to the related Mortgage Loan Seller, as applicable, pursuant to the notice provisions hereof. If the successor
borrower is not designated or formed by BSP, BSPRT or Column, as the case may be, or any Affiliate or successor thereto, the successor
borrower shall be reasonably acceptable to the Master Servicer in accordance with the Servicing Standard.


 


(j)          If required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard,
the Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall
be Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any
Mortgaged Property shall be deposited and retained, and shall


 






     -312-


     


    

 


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 “Pooled Available Funds”, clause (a)(i) of the definition of “Y&L Towers Trust
Subordinate Companion Loan Available Funds” or clause (a)(i) of the definition of the “Standard Highline Trust
Subordinate Companion Loan Available Funds”, as applicable and not as a prepayment of the related Mortgage Loan or Companion
Loan. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer permit such amounts to be maintained
in the Collection Account for a period in excess of 365 days (or 366 days in the case of a leap year).


 


(k)         Notwithstanding anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable,
shall, unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
(the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise
paid out of general collections) grant or accept any consent, approval or direction regarding the termination of the related property
manager or the designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage
Loan that (i) is one of the ten largest Mortgage Loans by Stated Principal Balance, (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 or (iii) is
the Yorkshire & Lexington Towers Whole Loan or The Standard Highline NYC Whole Loan.


 


(l)          Notwithstanding anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment
in connection with any defeasance transaction contemplated in clause (v)(iii) in the definition of “Major Decision”,
the Master Servicer or the Special Servicer, as applicable, 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 Master Servicer and the Special 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 the case may be, shall promptly give notice to
the Master Servicer or the Special Servicer, as the case may be, the Operating Advisor and the Directing Holder (in the case of
the Directing Holder, (i) prior to


 






     -313-


     


    

 


the
occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan as to such
party) thereof, and the Master Servicer shall deliver the related Mortgage File and Servicing File to the Special Servicer and
concurrently provide a copy of such Servicing File, exclusive of all Privileged Communications, to the Operating Advisor. The
Master Servicer shall use its reasonable efforts to provide the Special Servicer with all information, documents and records (including
records stored electronically on computer tapes, magnetic discs and the like) relating to such Mortgage Loan and, if applicable,
the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise available to the Master Servicer
without undue burden or expense, and reasonably requested by the Special Servicer to enable it to assume its functions hereunder
with respect thereto. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5)
Business Days of the occurrence of each related Servicing Transfer Event (or, in the case of clauses (viii), (ix)
or (x) of the definition of Servicing Transfer Event, within five (5) Business Days of receiving notice from the Special
Servicer of such Servicing Transfer Event when the Special Servicer makes the determination) and in any event shall continue to
act as Master Servicer and administrator of such Mortgage Loan and, if applicable, the related Serviced Companion Loan until the
Special Servicer has commenced the servicing of such Mortgage Loan and, if applicable, the related Serviced Companion Loan. The
Master Servicer shall deliver to the Trustee, the Certificate Administrator, the Operating Advisor, the Directing Holder (other
than with respect to any Excluded Loan as to such party and with respect to the Directing Certificateholder, prior to the occurrence
and continuance of a Consultation Termination Event), a copy of the notice of such Servicing Transfer Event provided by the Master
Servicer to the Special Servicer, or by the Special Servicer to the Master Servicer, pursuant to this Section 3.19.
Prior to the occurrence and continuance of a Consultation Termination Event, the Certificate Administrator shall deliver to each
Controlling Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the Master Servicer
pursuant to this Section 3.19.


 


Upon determining that a Specially
Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive Periodic Payments (provided
that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer, and (ii) for
such purposes taking into account any modification or amendment of such Mortgage Loan and, if applicable, the related Companion
Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer shall immediately give
notice thereof to the Master Servicer, the Operating Advisor, the related Serviced Companion Noteholder (unless, with respect to
the Y&L Towers Trust Subordinate Companion Loan, a Y&L Towers Trust Subordinate Companion Loan Control Termination Event
has occurred or with respect to the Standard Highline Trust Subordinate Companion Loan a Standard Highline Trust Subordinate Companion
Loan Control Termination Event has occurred) and the Directing Holder (other than with respect to any Excluded Loan as to such
party and with respect to the Directing Certificateholder, prior to the occurrence and continuance of a Consultation Termination
Event) 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.


 



     -314-


     


    




 


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


 


(d)         No later than (i) sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or a Trust Subordinate Companion Loan and, if applicable, any related Companion Loan (in the event any Serviced Whole Loan
becomes a Specially Serviced Loan) and (ii) prior to taking action with respect to any Major Decision (or making a determination
not to take action with respect to a Major Decision) with respect to a Specially Serviced Loan, the Special Servicer shall deliver
in electronic format a report (the “Asset Status Report”) with respect to such Mortgage Loan and related Companion
Loan and the related Mortgaged Property (the “Initial Delivery Date”) and will be required to prepare one or
more additional Asset Status Reports with respect to any such Specially Serviced Loan subsequent to the issuance of a Final Asset
Status Report to the extent that during the course of the resolution of such Specially Serviced Loan changes in strategy reflected
in the initial 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 (but only with respect to any Mortgage Loan or Trust Subordinate
Companion Loan other than an Excluded Loan as to such party and prior to the occurrence and continuance of a Consultation Termination
Event), the Risk Retention Consultation Party (but only with respect to any Mortgage Loan other than an Excluded Loan as to such
party and other than with respect to the Yorkshire & Lexington Towers Mortgage Loan or The Standard Highline NYC Mortgage Loan),
the Operating Advisor (but other than with respect to an Excluded Loan, only after the occurrence and continuance of 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, which notification may be satisfied by (i) delivery of an Asset Status Report that is either signed by the Directing
Holder or that otherwise includes an indication that such Asset Status Report is deemed approved due to the passage of any required
consent or consultation


 






     -315-


     


    

 


time
period or (ii) such other method as reasonably agreed to by the Operating Advisor and the Special Servicer. 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 (or, with respect to any residential cooperative property, the most current maintenance schedule)
and income or operating statement available for the related Mortgaged Property;


 


(iv)          (A) the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status
(including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer
for regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description
of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered by the Special
Servicer in connection with the proposed or taken actions;


 


(v)           the status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed
workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults
under the related Mortgage Loan or Serviced Whole Loan;


 


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


 


(vii)         the decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth
the Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)        an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present
value basis than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination
and (y) the net present value calculation and all related assumptions;


 


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


 






     -316-


     


    

 


(x)           such other information as the Special Servicer deems relevant in light of the Servicing Standard.


 


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


 


If within ten (10) Business Days
of receiving an Asset Status Report, the Directing Holder does not disapprove such Asset Status Report in writing or if the Special
Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by the Directing Holder (communicated
to the Special Servicer within ten (10) Business Days) is not in the best interest of all the Certificateholders), the Special
Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however, that
the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable
Mortgage Loan documents. If, with respect to any Mortgage Loan or Trust Subordinate Companion Loan other than an Excluded Loan
with respect to the Directing Holder or the Holder of the majority of the Controlling Class prior to the occurrence and continuance
of any Control Termination Event, the Directing Holder disapproves such Asset Status Report within ten (10) Business 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 (prior to the occurrence and continuance of a Consultation Termination
Event and other than if an Excluded Loan as to such party is involved), the Operating Advisor (but only after the occurrence and
during the continuance of 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. With respect to any Mortgage Loan or Trust Subordinate Companion
Loan other than an Excluded Loan with respect to the Directing Holder or the Holder of the majority of the Controlling Class, prior
to the occurrence and continuance of any Control Termination Event, the Special Servicer shall revise such Asset Status Report
as described above in this Section 3.19(d) until the Directing Holder shall fail to disapprove such revised Asset Status
Report in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the Special Servicer makes
a determination, in accordance with the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders;
provided that, if the Directing Holder has not approved the Asset Status Report for a period of sixty (60) Business Days
following the first submission of an Asset Status Report, the Special Servicer may act upon the most recently submitted form of
Asset Status Report, if consistent with the Servicing Standard; provided, however, that such Asset Status Report
does not, and is not intended to be, a substitute for the approvals that are specifically required pursuant to Section 6.08.
The procedures described in this paragraph are collectively referred to as the “Directing Holder Approval Process”.
The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report;
provided that such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(d).
Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with respect to the Directing Holder or the
Holder of the majority of the Controlling Class (regardless of whether an Operating Advisor Consultation Event has occurred and
is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in


 






     -317-


     


    

 


connection
with an Asset Status Report for an Excluded Loan with respect to the Directing Holder or the Holder of the majority of the Controlling
Class that includes a Major Decision that it is processing or for which its consent is required and consider alternative actions
recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.


 


No direction or disapproval of
the Directing Holder hereunder or under a related Intercreditor Agreement or failure of the Directing Holder to consent to or approve
(including any deemed consents or approvals) any request of the Special Servicer, shall (a) require or cause the Special Servicer
to violate the terms of a Specially Serviced Loan, applicable law or any provision of this Agreement, including the Special Servicer’s
obligation to act in accordance with the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor
trust status of the Grantor Trust, (b) result in the imposition of a “prohibited transaction” or “prohibited
contribution” tax under the REMIC Provisions, (c) expose the Master Servicer, the Special Servicer, the Depositor, the
Operating Advisor, the Mortgage Loan Sellers, the Trust, the Trustee, the Certificate Administrator or their respective officers,
directors, members, employees or agents to any claim, suit or liability or (d) materially expand the scope of the Special
Servicer’s, Trustee’s or the Master Servicer’s responsibilities under this Agreement.


 


Prior to an Operating Advisor
Consultation Event, the Special Servicer will be required to deliver each Final Asset Status Report to the Operating Advisor after
the completion of the Directing Holder Approval Process.


 


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 holders of the Controlling Class Certificates), as a collective whole. The Special
Servicer shall consider such alternative courses of action, if any, and any other feedback provided by the Operating Advisor (and
for so long as no Consultation Termination Event is continuing, the Directing Holder) in connection with the Special Servicer’s
preparation of any Asset Status Report that is provided while an Operating Advisor Consultation Event has occurred and is continuing.
The Special Servicer may revise the Asset Status Report as it deems necessary to take into account any input and/or comments from
the Operating Advisor (and for so long as no Consultation Termination Event is continuing, the Directing Holder), to the extent
the Special Servicer determines that the Operating Advisor’s and/or Directing Holder’s input and/or recommendations
are consistent with the Servicing Standard and in the best interest of the Certificateholders as a collective whole (or, with respect
to a Serviced Whole Loan, the best interest of the Certificateholders and the holders of the related Companion Loan(s), as a collective
whole (taking into account the pari passu or subordinate nature of each such Companion Loan)). Promptly upon determining
whether or not to revise any Asset Status Report to take into account any input and/or comments from the Operating Advisor or the
Directing Holder, the Special Servicer shall deliver to the Operating Advisor and the Directing Holder the revised Asset Status
Report (until a Final Asset Status Report is issued). The


 






     -318-


     


    

 


procedures
described in this paragraph are collectively referred to as the “ASR Consultation Process”.


 


After the occurrence and during
the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan with respect to such party or
the Holder of the majority of the Controlling Class), the Directing Holder shall have no right to consent to any Asset Status Report
under this Section 3.19. After the occurrence and during the continuance of a Control Termination Event but prior to
the occurrence and continuance of a Consultation Termination Event, the Special Servicer shall send the Directing Holder (except
with respect to any Excluded Loan as to such party), and, after the occurrence and during the continuance of 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 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, after the occurrence and during the continuance of a Consultation Termination Event (and at any time with respect
to any Excluded Loan as to such party)), shall have no right to receive any Asset Status Report or otherwise consult with the Special
Servicer with respect to Asset Status Reports and the Special Servicer shall only be obligated to consult with the Operating Advisor
with respect to any Asset Status Report as described above. The Special Servicer may choose to revise the Asset Status Report as
it deems reasonably necessary in accordance with the Servicing Standard to take into account any input and/or recommendations of
the Operating Advisor or the Directing Holder during the applicable periods described above, but is under no obligation to follow
any particular recommendation of the Operating Advisor or the Directing Holder.


 


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


 


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


 


Notwithstanding the foregoing,
the Special Servicer shall not be permitted to follow any advice, direction or consultation provided by the Operating Advisor,
any Serviced Companion Noteholder (or its representative) or the Directing Certificateholder that would require or cause the Special
Servicer to violate any applicable law, be inconsistent with the Servicing Standard or any Intercreditor Agreement, require or
cause the Special Servicer to violate provisions of this Agreement, require or cause the Special Servicer to violate the terms
of any Intercreditor Agreement or any Mortgage Loan or Serviced Whole Loan, expose any Certificateholder or any party to this Agreement
or their affiliates, officers, directors or agents to any claim, suit or liability, cause any Trust REMIC to fail to qualify as
a REMIC for federal income tax purposes or result in the imposition of “prohibited transaction” or “prohibited
contribution” tax under the REMIC Provisions, or materially expand the scope of the Special Servicer’s responsibilities
under this Agreement or any Intercreditor Agreement.


 



     -319-


     


    

 





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


 


(ii)           After the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence
of an event described in clause (viii) of the definition of Servicing Transfer Event (without regard to the 30-day
period set forth therein), the Master Servicer shall deliver notice thereof to the Operating Advisor at the same time such notice
is provided to the Special Servicer pursuant to clause (i) above.


 


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


 






     -320-


     


    

 


Operating
Advisor. The Special Servicer shall prepare a summary of any Final Asset Status Report related to any Pooled Serviced AB Whole
Loan for which the related holder of an AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period, which
Final Asset Status Report has been approved or deemed approved by the holder of the related AB Subordinate Companion Loan in accordance
with the related Co-Lender Agreement (to the extent such Co-Lender 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, after the occurrence and during the continuance of a
Control Termination Event, the Directing Holder or a recommendation of the Operating Advisor or, after the occurrence and during
the continuance of a Control Termination Event, or the Directing Holder.


 


Section 3.20       
Sub-Servicing Agreements. (a)  The Master Servicer and the Special Servicer may enter into Sub-Servicing
Agreements to provide for the performance by third parties of any or all of its respective obligations hereunder; provided
that the Sub-Servicing Agreement as amended or modified: (i) is consistent with this Agreement in all material respects and
requires the Sub-Servicer to comply with all of the applicable conditions of this Agreement; (ii) provides that if the Master
Servicer or the Special Servicer, as applicable, shall for any reason no longer act in such capacity hereunder (including, without
limitation, by reason of a Servicer Termination Event), the Trustee or its designee shall thereupon assume all of the rights and,
except to the extent they arose prior to the date of assumption, obligations of such party under such agreement, or, alternatively,
may act in accordance with Section 7.02 hereof under the circumstances described therein (subject to Section 3.20(g)
hereof); (iii) provides that the Trustee (for the benefit of the Certificateholders and the related Companion Holder (if applicable)
and the Trustee (as holder of the Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing Agreement,
but that (except to the extent the Trustee or its designee assumes the obligations of such party thereunder as contemplated by
the immediately preceding clause (ii)) none of the Trust, the Trustee, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, any successor master servicer
or special servicer or any Certificateholder (or the related Companion Holder, if applicable) shall have any duties under such
Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan or Trust Subordinate
Companion Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement with respect to such purchased Mortgage Loan
or Trust Subordinate Companion Loan at its option and without penalty; provided, however, that the Initial Sub-Servicing
Agreements may only be terminated by the Trustee or its designees as contemplated by Section 3.20(g) hereof and in
such additional manner and by such other Persons as is provided in such Sub-Servicing Agreement; (v) does not permit the Sub-Servicer
any direct rights of indemnification that may be satisfied out of assets of the Trust; (vi) does not permit the Sub-Servicer
to modify any Mortgage Loan or Trust Subordinate Companion Loan unless and to the extent the Master Servicer or the Special Servicer,
as applicable, is permitted hereunder to modify such Mortgage Loan or Trust Subordinate Companion Loan; (vii) does not permit
the Sub-Servicer to take any action constituting a Major Decision without the consent of the Master


 






     -321-


     


    

 


Servicer
or the Special Servicer, as applicable (which consent shall not be granted except in accordance with Section 6.08);
(viii) with respect to any Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing
Function Participant or an Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered
into, is not a Prohibited Party; and (ix) provides that the Sub-Servicer shall be in default under the related Sub-Servicing
Agreement and such Sub-Servicing Agreement shall be terminated (following the expiration of any applicable Grace Period) if the
Sub-Servicer fails (A) to deliver by the due date any Exchange Act reporting items required to be delivered to the Master
Servicer, Certificate Administrator or Depositor under Article XI or under the Sub-Servicing Agreement or to the master
servicer under any other pooling and servicing agreement that the Depositor is a party to, or (B) to perform in any material
respect any of its covenants or obligations contained in the Sub-Servicing Agreement regarding creating, obtaining or delivering
any Exchange Act reporting items required for any party to this Agreement to perform its obligations under Article XI
or under the Exchange Act reporting items required under any other pooling and servicing agreement that the Depositor is a
party to. Any successor master servicer or special servicer, as applicable, hereunder shall, upon becoming successor master servicer
or special servicer, as applicable, be assigned and may assume any Sub-Servicing Agreements from the predecessor Master Servicer
or the Special Servicer, as applicable (subject to Section 3.20(g) hereof). In addition, each Sub-Servicing Agreement
entered into by the Master Servicer may but need not provide that the obligations of the Sub-Servicer thereunder may terminate
with respect to any Mortgage Loan or Trust Subordinate Companion Loan serviced thereunder at the time such Mortgage Loan or Trust
Subordinate Companion 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


 






     -322-


     


    

 


Servicer, as applicable,
shall notify the Master Servicer or the Special Servicer, as applicable, the Trustee and the Depositor (and the Special Servicer
shall notify the Operating Advisor) in writing promptly of the appointment by it of any Sub-Servicer, except that the Master Servicer
need not provide such notice as to the Initial Sub-Servicing Agreements.


 


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


 


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


 


(d)         In the event the Trustee or its designee becomes successor master servicer and assumes the rights and obligations of the
Master Servicer under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all
documents and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if 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 or Trust Subordinate Companion 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.


 






     -323-


     


    

 


(f)          The Trustee, upon the request of the Master Servicer or the Special Servicer, as applicable, shall furnish to any Sub-Servicer
any documents necessary or appropriate to enable such Sub-Servicer to carry out its servicing and administrative duties under any
Sub-Servicing Agreement.


 


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


 


(h)         With respect to Mortgage Loans or Trust Subordinate Companion 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, prior to the occurrence and
continuance of any Control Termination Event and other than with respect to any Mortgage Loan or Trust Subordinate Companion Loan
that is an Excluded Loan with respect to the Directing Holder or, if the Directing Holder is the Directing Certificateholder, the
Holder of the majority of the Controlling Class, the consent of the Directing Holder, except to the extent necessary for the Special
Servicer to comply with applicable regulatory requirements.


 


Notwithstanding anything to the
contrary herein, no Sub-Servicer shall be permitted under any Sub-Servicing Agreement to make material servicing decisions, such
as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan documents, as
applicable, without the consent of the Master Servicer or the Special Servicer, as applicable.


 






     -324-


     


    

 


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 2018 (in each case,
unless the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect of the Actual/360
Mortgage Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest on the Stated
Principal Balance of the Actual/360 Mortgage Loans immediately following the Distribution Date occurring in the month preceding
the month in which P&I Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I
Advance is made in respect thereof (all amounts so deposited pursuant to this sentence in any particular January and/or February,
“Withheld Amounts”).


 


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


 


Section 3.22       
Directing Holder and Operating Advisor Contact with the Master Servicer and the Special Servicer. Within a reasonable
time upon request from the Directing Holder or the Operating Advisor, as applicable, and no more often than on a monthly basis,
each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer via telephone
available to verbally answer questions from (a) the Directing Holder ((i) prior to the occurrence and continuance of a Consultation
Termination Event and (ii) other than with respect to any Excluded Loan as to such party) and (b) the Operating Advisor (with
respect to the Special Servicer only), regarding the performance and servicing of the Mortgage Loans, the Trust Subordinate Companion
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, Directing Certificateholder and the Risk Retention Consultation Party; Certain
Rights and Powers of Directing Holder and the Risk Retention Consultation Party. (a)  Each Controlling Class Certificateholder
is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator
and to notify the Master Servicer, the Certificate Administrator, the Special Servicer and the Operating Advisor of the transfer
of any Certificate of a Controlling Class by delivering a notice to each such Person substantially in the form of Exhibit NN
attached hereto, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder
is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee and the Operating Advisor when such Certificateholder is appointed Directing Certificateholder
and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the
Special Servicer, it shall be the Directing Certificateholder.


 


On the Closing Date, the initial
Directing Certificateholder shall deliver to the parties to this Agreement a certification substantially in the form of Exhibit
P-1G to this


 






     -325-


     


    

 


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.


 


On the Closing Date, the initial
Risk Retention Consultation Party shall deliver to the parties to this Agreement a certification substantially in the form of Exhibit P-1H
to this Agreement. Upon the resignation or removal of the existing Risk Retention Consultation Party, any successor risk retention
consultation party shall execute and also deliver to the parties to this Agreement a certification substantially in the form of
Exhibit P-1H to this Agreement prior to being recognized as the new Risk Retention Consultation Party.


 


(b)         Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor,
the Trustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable)
shall be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing
Certificateholder, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder,
in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon
the resignation of a Directing Certificateholder, the Certificate Administrator shall request the Controlling Class Certificateholders
to select a new Directing Certificateholder. In the event that (i) the Master Servicer, the Certificate Administrator, the
Special Servicer, the Trustee or the Operating Advisor receives written notice from a majority of the Controlling Class Certificateholders
that a Directing Certificateholder is no longer designated and (ii) the Controlling Class Certificateholder that owns
the largest aggregate Certificate Balance of the Controlling Class (or a representative thereof) becomes the Directing Certificateholder
pursuant to the proviso of the definition of “Directing Certificateholder”, then the Controlling Class Certificateholder
that owns the largest aggregate Certificate Balance of the Controlling Class (or its representative) shall provide its name and
address to the Certificate Administrator and notify the Master Servicer, the Certificate Administrator, the Special Servicer, the
Trustee and the Operating Advisor that it is the new Directing Certificateholder; provided that the Master Servicer, the
Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor shall be entitled to rely on the written
notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate Certificate Balance
of the Controlling Class without independently verifying that such Controlling Class Certificateholder actually owns the largest
aggregate Certificate Balance of the Controlling Class. Additionally, once a Risk Retention Consultation Party has been selected,
each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor
and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless the Holders
of the VRR Interest entitled to appoint the Risk Retention Consultation Party, by Certificate Balance, or such Risk Retention Consultation
Party shall have notified the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor and each other Holder of the VRR Interest, in writing, of the selection of a new Risk Retention Consultation Party.


 






     -326-


     


    

 


(c)         Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of
the Controlling Class Certificateholder, the Directing Certificateholder and the Risk Retention Consultation Party.


 


(d)         In the event that no Directing Holder has been appointed or identified to the Master Servicer or the Special Servicer, as
applicable, and the Master Servicer or the Special Servicer, as the case may be, has attempted to obtain such information from
the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable,
then until such time as the new Directing Holder is identified, the Master Servicer or the Special Servicer, as applicable, shall
have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Holder as the case may be.


 


(e)         Upon request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating
Advisor, the Master Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder,
a list of each Controlling Class Certificateholder (or each Certificate Owner of the Controlling Class, if applicable), including
names and addresses. In addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new
Directing Certificateholder or Risk Retention Consultation Party 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, (a) Eightfold Real Estate Capital, L.P. shall be the initial Directing Certificateholder and shall remain so until
a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs and is continuing,
and (b) NREC shall be the initial Risk Retention Consultation Party and shall remain so until a successor is appointed pursuant
to the terms of this Agreement or until a Consultation Termination Event occurs and is continuing.


 


Until it receives notice to the
contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee
shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder and the Risk
Retention Consultation Party.


 


(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;


 






     -327-


     


    

 


and
(v) the Directing Holder shall have no liability whatsoever (other than to a Controlling Class Certificateholder, to
the extent the Directing Certificateholder is the Directing Holder) for having so acted, and no Certificateholder may take any
action whatsoever against the Directing Holder or any director, officer, employee, agent or principal of the Directing Holder
for having so acted.


 


Each Certificateholder acknowledges
and agrees, by its acceptance of its Certificates, that: (i) the Risk Retention Consultation Party may have special relationships
and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Risk Retention Consultation
Party may act solely in the interests of the Holders of the VRR Interest, the Y&L Towers VRR Interest or the Standard Highline
VRR Interest, as applicable; (iii) the Risk Retention Consultation Party does not have any liability or duties to the Holders
of any Class of Certificates other than the VRR Interest, the Y&L Towers VRR Interest or the Standard Highline VRR Interest,
as applicable; (iv) the Risk Retention Consultation Party may take actions that favor interests of the Holders of one or more
Classes including the VRR Interest, the Y&L Towers VRR Interest or the Standard Highline VRR Interest, as applicable, over
the interests of the Holders of one or more other Classes of Certificates; and (v) the Risk Retention Consultation Party shall
have no liability whatsoever (other than to a Holder of an VRR Interest, the Y&L Towers VRR Interest or the Standard Highline
VRR Interest, as applicable) for having so acted as set forth in clauses (i) through (iv) above, and no Certificateholder
may take any action whatsoever against the Risk Retention Consultation Party or any director, officer, employee, agent or principal
of the Risk Retention Consultation Party 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 neither the Master Servicer nor the Special Servicer shall provide information that comprises Privileged Information following
the date upon which they receive notice that such Standard Highline Non-Trust Junior Subordinate Companion Loan, Standard Highline
Non-Trust Senior Subordinate Companion Loan or Standard Highline Trust Subordinate Companion Loan is subject to a Standard Highline
Non-Trust Junior Subordinate Companion Loan Control Termination Event, a Standard Highline Non-Trust Senior Companion Loan Control
Termination Event or a Standard Highline Trust Subordinate Companion Loan Control Termination Event, as applicable, and thereafter
the Master Servicer and the Special Servicer shall only be required to provide the Standard Highline Directing Holder with such
information as is expressly required to be delivered pursuant to the Intercreditor Agreement; provided, however,
that nothing in this subsection (h) shall in any way eliminate the obligation to deliver any information required to be
delivered under the related Intercreditor Agreement.


 


(i)          Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and
contact information of the Controlling Class Certificateholder, the Directing Holder, the Risk Retention Consultation Party
and any AB Whole Loan Controlling Holder.


 






     -328-


     


    

 


(j)          With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced
Whole Loan, the Directing Holder shall exercise such rights in accordance with the related Intercreditor Agreement.


 


(k)         The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class or provide the
name, contact information and address of the then-current Directing Certificateholder within two (2) Business Days of a request
from the Master Servicer, the Special Servicer, Certificate Administrator, Trustee, Operating Advisor or any Certificateholder
and provide such information to the requesting party.


 


(l)          At any time that the Controlling Class Certificateholder is the holder of a majority of the Class F Certificates
and the Class F Certificates are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder
and (b) to exercise any of the Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered
to the Depositor, the Certificate Administrator (which shall be via email to trustadministrationgroup@wellsfargo.com), the 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 F Certificates if such unaffiliated third party holds the majority of the Controlling
Class after giving effect to such transfer (the “Non-Waiving Successor”). Following any such sale or transfer,
the Non-Waiving Successor shall again have the rights of the Controlling Class Certificateholder as set forth herein (including
the rights to appoint a Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without
regard to any prior waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have
the right to exercise any of the rights of the Controlling Class Certificateholder. No Non-Waiving Successor described above
shall have any consent rights with respect to any Mortgage Loan or Trust Subordinate Companion Loan that became a Specially Serviced
Loan prior to the sale or transfer of the Class F Certificates to the Non-Waiving Successor and had not also become a Corrected
Loan prior to such sale or transfer until such time as such Mortgage Loan or Trust Subordinate Companion Loan becomes a Corrected
Loan.


 


(m)        Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include
on its statement made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class
and (ii) provide to the Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity
and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being
an expense of the Trust). The Certificate Administrator shall notify the Operating Advisor, the Master Servicer and the Special
Servicer within ten (10) Business Days of the existence or cessation of (i) any Control Termination Event, (ii) any Consultation
Termination Event or (iii) any Operating Advisor Consultation Event.


 






     -329-


     


    

 


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.


 


In the event that a Control Termination
Event has occurred due to a reduction of the Certificate Balance of the Class F Certificates (taking into account the application
of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section
4.05(a) hereof) to less than 25% of the Original Certificate Balance thereof, such special notice shall state “A Control
Termination Event has occurred due to the reduction of the Certificate Balance of the Class F Certificates to less than 25%
of the Original Certificate Balance thereof.”


 


In the event that a Control Termination
Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Class F Certificateholder who has
become the Controlling Class Certificateholder of its right to appoint a Directing Certificateholder or to exercise any of
the rights of the Controlling Class Certificateholder, such special notice shall state “A Control Termination Event
and a Consultation Termination Event has occurred due to the irrevocable waiver by the Controlling Class Certificateholder
of its rights as Controlling Class Certificateholder.”


 


In the event that a Consultation
Termination Event has occurred due to the reduction of each Class of Control Eligible Corresponding 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 Corresponding
Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate
Balance of that Class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts.”


 


In the event of any transfer
of a Class F Certificate, and upon notice to the Certificate Administrator in the form of Exhibit NN that results
in a termination of a Control Termination Event or a Consultation Termination Event, such “special notice” shall state:
“A Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a
transfer of a majority interest of the Controlling Class Certificates to an unaffiliated third party which has terminated
any waiver by the prior Holder.”


 


The Directing Holder shall not
have any consent or consultation rights with respect to any Mortgage Loan determined to be an Excluded Loan as to either the Directing
Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of the Controlling Class. Likewise,
the Risk Retention Consultation Party shall not have any consultation rights with respect to any Mortgage Loan or Trust Subordinate
Companion Loan, as applicable, determined to be an Excluded Loan as to either such Risk Retention Consultation Party or the Holder
of the majority of the VRR Interest, the Y&L Towers VRR Interest or the Standard Highline VRR Interest, as applicable. In either
such case, in respect of the servicing of any such Excluded Loan, a Control Termination Event and Consultation Termination Event
will be deemed to have occurred with respect to such Excluded Loan.


 






     -330-


     


    

 


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


 


(b)         Neither the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises
from any entitlement in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict
between the terms of this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor
Agreement that may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a
Companion Holder or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any
instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance.
In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the
Master Servicer or the Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the
Special Servicer be required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion
Holder or mezzanine lender has delivered notice of its identity and contact information to each of the parties to this Agreement
(upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact
information for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement. In no event
shall the Master Servicer or the Special Servicer, as applicable, be required to consult with or obtain the consent of a new Directing
Certificateholder or a new Controlling Class Certificateholder or consult with a new Risk Retention Consultation Party unless
the Certificate Administrator has delivered notice to the Master Servicer or the Special Servicer, as applicable, as required under


 






     -331-


     


    

 


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, a new Controlling Class Certificateholder or a new Risk Retention Consultation Party.


 


(c)         No direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master
Servicer or the Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision
of this Agreement, including the Master Servicer’s or the Special Servicer’s obligation to act in accordance with the
Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, (b) result
in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions
or (c) materially expand the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s
or the Master Servicer’s responsibilities under this Agreement.


 


(d)         With respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor, the Directing
Certificateholder or the Risk Retention Consultation Party hereunder may have to consult with respect to any action or other matter
with respect to the servicing of such Companion Loan, to the extent the related Intercreditor Agreement provides that such right
is exercisable by the related Companion Holder or is exercisable in conjunction with any related Companion Holder, the Directing
Certificateholder and the Risk Retention Consultation Party 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 or the Risk Retention Consultation Party 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, the Special Servicer shall be required (1) to provide copies
of any notice, information and report that it is required to provide to the Controlling Class Certificateholder pursuant to
this Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status
Report relating to a Serviced Whole Loan, to the related Companion Holder, within the same time frame it is required to provide
to the Controlling Class Certificateholder (for this purpose, without regard to whether such items are actually required to
be provided to the Controlling Class Certificateholder under this Agreement due to the occurrence and continuance of a Control
Termination Event or a Consultation Termination Event) and (2) to consult with any related Companion Holder on a strictly non-binding
basis, to the extent having received such notices, information and reports, such related Companion Holder requests consultation
with respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating
to a Serviced Whole Loan, and consider alternative actions


  



     -332-


     


    

 





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 Special Servicer 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 Special Servicer 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, 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 the case may be) annual meetings with the Master Servicer or the Special Servicer at the
offices of the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable
to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are
discussed.


 


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


 


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


 


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


 






     -333-


     


    

 


the
possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be.


 


Section 3.25       
Rating Agency Confirmation. (a)  Notwithstanding the terms of any related Mortgage Loan documents or other
provisions of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation
as a condition precedent to such action, if the party (the “RAC Requesting Party”) required to obtain such Rating
Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within
ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website,
such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither
reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting Party shall be required
to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s Website)
that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the
related Rating Agency Confirmation again (which may also be through direct communication). The circumstances described in the preceding
sentence are referred to in this Agreement as a “RAC No-Response Scenario.” Once the RAC Requesting Party has
sent a request for a Rating Agency Confirmation to the 17g-5 Information Provider, such RAC Requesting Party, may, but shall not
be obligated to send such request directly to the Rating Agencies in accordance with the procedures set forth in this Section 3.25.


 


If there is no response to such
Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario or if such
Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving the requirement
for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring such Rating
Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage Loans and
the Trust Subordinate Companion 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 or the Special Servicer, as the case may be, may then take such action if the Master
Servicer or the Special Servicer, 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, as applicable,
it has been appointed and currently serves as a master servicer or special servicer is listed on S&P’s Select Servicer
List as a U.S. Commercial Mortgage Master Servicer or U.S. Commercial Mortgage Special Servicer, as applicable, if S&P 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) KBRA has not cited servicing concerns with respect to the 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


 






     -334-


     


    

 


serviced
by such replacement master servicer or special servicer prior to the time of determination, if KBRA is the non-responding Rating
Agency. In addition, with respect to the Yorkshire & Lexington Towers Whole Loan and The Standard Highline NYC Whole Loan,
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 the replacement master servicer or replacement special servicer is acting as master servicer
or special servicer, as applicable, in a commercial mortgage loan securitization that was rated by a Rating Agency within the
12-month period prior to the date of determination and Morningstar has not qualified, downgraded or withdrawn the then-current
rating or ratings of one or more classes of CMBS certificates citing servicing concerns with the replacement master servicer or
replacement special servicer, as applicable, as the sole or material factor in such rating action, if Morningstar is the non-responding
Rating Agency.


 


Any Rating Agency Confirmation
request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,
shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request,
and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation
request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post
such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly following the Master
Servicer’s or 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 or Trust Subordinate Companion Loan when it is a Specially Serviced Loan (as provided
in Section 3.19(d), Section 3.26 and Section 6.08) and after the occurrence and during the
continuance of an Operating Advisor Consultation Event the actions of the Special Servicer with


 






     -335-


     


    

 


respect
to Major Decisions relating to the Mortgage Loans or Trust Subordinate Companion 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 (after the occurrence and during
the continuance of 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 will be obligated to keep confidential any information appropriately labeled as
“Privileged Information” received from the Special Servicer or Directing Holder in connection with the Directing Holder’s
exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any
Asset Status Report) or otherwise in connection with this transaction, except under the circumstances described in Section 3.26(f)
and subject to any Privileged Information Exception or law, rule, regulation, order, judgment or decree requiring the disclosure
of such labeled Privileged Information. Subject to the terms and conditions in this Agreement related to Privileged Information,
the Operating Advisor agrees that it shall use information received from the Special Servicer pursuant to the terms of this Agreement
solely for purposes of complying with its duties and obligations hereunder.


 


(c)         (i)  Based on the Operating Advisor’s review of any assessment of compliance report, any attestation report,
any Major Decision Reporting Package, and/or Asset Status Report (in the case of a Major Decision Reporting Package or Asset Status
Report, after the occurrence and during the continuance of 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 Trust Subordinate Companion 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 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


 






     -336-


     


    

 


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, after the occurrence and during the continuance of an Operating Advisor Consultation
Event, with respect to Major Decisions on non-Specially Serviced Loans) during the prior calendar year on a “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 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
in the event the Special Servicer is replaced, the Operating Advisor Annual Report shall only relate to the Special Servicer that
was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date
of such Operating Advisor Annual Report. In preparing any Operating Advisor Annual Report, the Operating Advisor shall not be
required to report on instances of non-compliance with, or deviations from, the Servicing Standard or the Special Servicer’s
obligations under this Agreement that the Operating Advisor determines, in its sole discretion exercised in good faith, to be
immaterial. 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, after the occurrence
and continuance of an Operating Advisor Consultation Event, with respect to Major Decisions on non-Specially Serviced Loans) under
this Agreement taking into account the Special Servicer’s specific duties under this Agreement as well as the extent to
which those duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Operating Advisor
of any Assessment of Compliance Report, Attestation Report, Major Decision Reporting Package, Asset Status Report (after the occurrence
and during the continuance of an Operating Advisor Consultation Event), Final Asset Status Report and other information, in each
case, delivered to the Operating Advisor by the Special Servicer (other than any communications between the Directing Holder and
the Special Servicer that would be Privileged Information) pursuant to this Agreement. Subject to the restrictions in this Agreement,
including, without limitation, Section 3.26(f) hereof, each such Operating Advisor Annual Report shall comply with
all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted
exceptions). Such Operating Advisor Annual Report shall be delivered to the Depositor, the Certificate Administrator (which shall
promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 3.13(b))
and the 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual Report on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)); provided, however, that the Special Servicer shall be given
an opportunity to review the Operating Advisor Annual Report at least five (5) Business Days prior to its delivery to the Depositor,
the Certificate Administrator and the 17g-5 Information Provider. The Operating Advisor shall have no obligation to adopt any
comments to the Operating Advisor Annual Report that are provided by the Special Servicer.


 


(ii)           In the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual
Report is limited or prohibited due to the failure of a party hereto to timely deliver 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 in the related Operating Advisor Annual Report and the Operating Advisor shall not be subject
to any liability


 






     -337-


     


    

 


arising
from such limitations or prohibitions. The Operating Advisor shall be entitled to rely on the accuracy and completeness of any
information it is provided without liability for any such reliance hereunder.


 


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


 


(iv)          In the event a lack of access to Privileged Information limits or prohibits the Operating Advisor from performing its duties
under this Agreement, the Operating Advisor shall set forth any such limitations or prohibitions known to the Operating Advisor
in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such
limitations or prohibitions.


 


(d)         (i)  After the calculation has been finalized (and if an Operating Advisor Consultation Event has occurred and
is continuing prior to the utilization) by the Special Servicer of any of the calculations related to (A) Appraisal Reduction
Amounts, (B) Collateral Deficiency Amounts or (C) 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 promptly, but no later than three (3) Business Days after receipt of such calculations and any supporting
or additional materials recalculate 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), in the event 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


 






     -338-


     


    

 


the
Master Servicer. In the event 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 notice of such determination
to the Operating Advisor and the Special Servicer). In making such determination, the Certificate Administrator may hire an independent
third party to assist with any such calculation at the expense of the Trust. The Certificate Administrator shall be entitled to
conclusively rely on such third party calculation.


 


(e)         Notwithstanding the foregoing, prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating
Advisor’s review will be limited to an after-the-action review of the reports and material described above (together with
any additional information and material reviewed by the Operating Advisor) and, it shall have no involvement with respect to collateral
substitutions, assignments, workouts, modifications, consents, waivers, insurance policies, mortgagor substitutions, lease changes
or other similar actions that the Special Servicer may perform under this Agreement and will have no obligations at any time with
respect to any Non-Serviced Mortgage Loan. In addition, with respect to the Operating Advisor’s review of net present value
calculations as described above, the Operating Advisor’s recalculation will not take into account the reasonableness of Special
Servicer’s property and borrower performance assumptions or other similar discretionary portions of the net present value
calculation.


 


(f)          The Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not, without the prior written consent of the Special Servicer and (for so long as no Consultation Termination
Event is continuing) the Directing Holder (with respect to any Mortgage Loan or Trust Subordinate Companion 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 Regular Interests, other than the Directing Certificateholder and the Risk Retention
Consultation Party), 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 Person
without the prior written consent of the Special Servicer and, unless a Control Termination Event has occurred, the Directing Certificateholder
(with respect to any Mortgage Loan other than a Non-Serviced Whole Loan and other than an Excluded Loan) other than pursuant to
a Privileged Information Exception. 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.


 






     -339-


     


    

 


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, Trust Subordinate Companion Loan or REO Mortgage Loan. As to each
Mortgage Loan, each REO Loan and each Trust Subordinate Companion 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, REO Mortgage Loan or Trust Subordinate Companion Loan, as the case may be, and in the same manner as interest
is calculated on the related Mortgage Loan, REO Mortgage Loan or Trust Subordinate Companion 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 Trust Subordinate Companion 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)
of this Agreement.


 


The Operating Advisor shall be
entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or 6.04(b)
hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a).
Each successor Operating Advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


 


In addition, the Operating Advisor
Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor has
consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection
Account as provided in Section 3.05(a)(ii) of this Agreement, but, with respect to the period when the outstanding
Certificate Balances of the Control Eligible Certificates have not been reduced to zero as a result of the allocation of Realized
Losses to such Certificates, only to the extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor;
provided, however, that to the extent such Operating Advisor Consulting Fee is incurred after the outstanding Certificate
Balances of the Control Eligible Regular Interests have been reduced to zero as a result of the allocation of Realized Losses to
such Certificates, such Operating Advisor Consulting Fee shall be payable in full to the Operating Advisor as a Trust Fund expense.
When the Operating Advisor has consultation obligations with respect to a Major Decision under this Agreement, the Master Servicer
or the Special Servicer, as the case may be, shall use commercially reasonable efforts to collect the applicable Operating Advisor
Consulting Fee from the related Mortgagor in connection with such Major Decision that are consistent with the efforts that the
Master Servicer


 






     -340-


     


    

 


or
the Special Servicer processing the Major Decision would use to collect any Mortgagor-paid fees owed to it in accordance with
the Servicing Standard, but only to the extent not prohibited by the related Mortgage Loan documents. The Master Servicer or Special
Servicer, as the case may be, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor
if it determines that such full or partial waiver is in accordance with the Servicing Standard, but in no event shall the Master
Servicer or the Special Servicer take any enforcement action with respect to the collection of such Operating Advisor Consulting
Fee other than requests for collection; provided that the Master Servicer or the Special Servicer, as applicable, shall
consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction. Notwithstanding the foregoing,
the Operating Advisor will have no obligations or consultation rights as Operating Advisor with respect to: (i) any Non-Serviced
Whole Loan or any related REO Property or (ii) with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance
of an AB Control Appraisal Period; provided, further, that the Operating Advisor shall not be entitled to an Operating
Advisor Consulting Fee with respect to any Non-Serviced Whole Loan.


 


(i)          After the occurrence and during the continuance of a Consultation Termination Event, the Operating Advisor may be removed
upon (i) the written direction of Certificateholders evidencing not less than 25% of the Voting Rights (taking into account
the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Appraisal
Reduction Amounts are allocable) requesting a vote to replace the Operating Advisor with a replacement Operating Advisor selected
by such Certificateholders (provided that the proposed replacement Operating Advisor is an Eligible Operating Advisor),
and (ii) payment by such requesting Holders to the Certificate Administrator of all reasonable fees and expenses to be incurred
by the Certificate Administrator in connection with administering such vote. The Certificate Administrator shall promptly provide
written notice to all applicable Certificateholders of such request by posting such notice on the Certificate Administrator’s
Website in accordance with Section 3.13(b), and concurrently by mail, and conduct the solicitation of votes of all
applicable Certificates in such regard. Upon the vote or written direction of Holders of at least 75% of the Voting Rights (taking
into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such
Appraisal Reduction Amounts are allocable), the Trustee shall immediately replace the Operating Advisor with the replacement operating
advisor.


 


(j)          After the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Certificateholders
representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for
cause and appoint a replacement operating advisor that is an Eligible Operating Advisor; provided that no such termination
shall be effective until a successor operating advisor has been appointed and has assumed all of the obligations of the Operating
Advisor under this Agreement; provided, further, that no such termination shall terminate the rights of the Operating
Advisor that accrued prior to such termination, including accrued and unpaid compensation and indemnification rights. The Trustee
may rely on a certification by the replacement operating advisor that it is an Eligible Operating Advisor. If the Trustee is unable
to find a replacement operating advisor that is an Eligible Operating Advisor within thirty (30) days of the termination of the
Operating Advisor, the Depositor shall be


 






     -341-


     


    

 


permitted
to find a replacement. Upon any termination of the Operating Advisor and appointment of a successor to the Operating Advisor,
the Trustee will, as soon as possible, be required to give written notice of the termination and appointment to the Special Servicer,
the Master Servicer, the Certificate Administrator, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s
Website), the Depositor, the Directing Certificateholder (only for so long as no Consultation Termination Event has occurred and
is continuing), the Risk Retention Consultation Party, 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)          Prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right
to consent, such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating
Advisor appointed pursuant to this Section 3.26; provided, further, that such consent will be deemed
to have been granted if no objection is made within ten (10) Business Days following the Directing Certificateholder’s
receipt of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(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 and the Risk Retention Consultation Party, if applicable, if the Operating
Advisor has secured a replacement operating advisor that is an Eligible Operating Advisor and (b) upon the appointment of,
and the acceptance of such appointment by, a successor Operating Advisor that is an Eligible Operating Advisor. No such resignation
by the Operating Advisor shall become effective until the replacement Operating Advisor shall have assumed the resigning Operating
Advisor’s responsibilities and obligations. The resigning Operating Advisor shall pay all costs and expenses (including costs
and expenses incurred by the Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this
Section 3.26.


 


(n)         In the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued
and unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.26(h) and shall also remain entitled to any rights of indemnification provided hereunder.


 






     -342-


     


    

 


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


 


(p)         The Operating Advisor will be permitted to delegate its duties to agents or subcontractors so long as the related agreements
or arrangements with such agents or subcontractors are consistent with the provisions of this Agreement; provided that no
agent or subcontractor may (i) be affiliated with a Mortgagor, Sponsor, Master Servicer, the Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have
been paid any fees, compensation or other remuneration by an Underwriter, Master Servicer, the Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection
with due diligence or other services with respect to any Mortgage Loan or Trust Subordinate Companion Loan prior to the Closing
Date. Notwithstanding the foregoing sentence, the Operating Advisor shall remain obligated and primarily liable for its obligations
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents
or subcontractor to the same extent and under the same terms and conditions as if the Operating Advisor alone were performing its
obligations under this Agreement. The Operating Advisor shall be entitled to enter into an agreement with any agent or subcontractor
providing for indemnification of the Operating Advisor by such agent or subcontractor, and nothing contained in this Agreement
shall be deemed to limit or modify such indemnification.


 


Section 3.27       
Companion Paying Agent. (a)  With respect to each of the Serviced Companion Loans, the Master Servicer
shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties
as are specifically set forth in this Agreement.


 


(b)         No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent
failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the
Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall
not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into
this Agreement against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion
Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any
resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying
Agent by any Person and which on their face do not contradict the requirements of this Agreement.


 






     -343-


     


    

 


(c)         In the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to
ARTICLE VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to
resign or be removed.


 


(d)         This Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion
Paying Agent, as regards to rights accrued prior to such resignation or removal.


 


Section 3.28       
Companion Register. The Companion Paying Agent shall maintain a register (the “Companion Register”)
with respect to each Serviced Companion Loan on which it will record the names and address of, and wire transfer instructions for,
the Companion Holders from time to time, to the extent such information is provided in writing to it by each Companion Holder.
The initial Companion Holders, along with their respective name and address, are listed on Exhibit S hereto. In the
event a Companion Holder transfers a Companion Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall
have no liability for any misdirected payment in such Companion Loan and shall have no obligation to recover and redirect such
payment.


 


The Companion Paying Agent shall
promptly provide the name and address of the Companion Holder to any party hereto or any successor Companion Holder upon written
request and any such Person may, without further investigation, conclusively rely upon such information. The Companion Paying Agent
shall have no liability to any Person for the provision of any such name and address.


 


For the avoidance of doubt, any
notices or information required to be delivered pursuant to this Agreement by any party hereto to a Companion Holder with respect
to a Companion Loan that has been included in an Other Securitization shall be provided to the Other Servicer (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)  In the event that any of the applicable
Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer shall be replaced
in accordance with the terms of the applicable Non-Serviced PSA, the Master Servicer and the Special Servicer shall acknowledge
its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable
Non-Serviced Special Servicer, as the case may be.


 


(b)         If any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the
Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then
the Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master
Servicer of the same.


 






     -344-


     


    

 


(c)         In connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced
Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each
of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such
Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and
the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s)
relating to such Other Securitization.


 


(d)         In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices
or materials required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan
pursuant to the related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control
Termination Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The
Special Servicer may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control
Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor
Agreement.


 


(e)         With respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance
of a Consultation Termination Event, or the Special Servicer, following the occurrence and during the continuance of a Consultation
Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity
as a “Non-Controlling Note Holder” (or similar term identified in the related Intercreditor Agreement) under the related
Intercreditor Agreement.


 


(f)          With respect to each Non-Serviced Mortgage Loan and Serviced Whole Loan, this Agreement is subject to the related Intercreditor
Agreement and incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


(g)         [Reserved].


 


(h)         [Reserved].


 


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


 






     -345-


     


    

 


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


 


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


 


Section 3.30       
Delivery of Excluded Information to the Certificate Administrator. Any
Excluded Information that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate
Administrator for posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator
via e-mail (or such other electronic means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded
Information” followed by the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance
of doubt, any information that is not appropriately labeled and delivered in accordance with this Section 3.30 shall
not be separately posted as Excluded Information on the Certificate Administrator’s Website, and any information appropriately
labeled and delivered to the Certificate Administrator pursuant to this Section 3.30 shall be posted on the Certificate
Administrator’s Website under the “Excluded Information” section, as provided under Section 3.13.
When so posted, the Excluded Controlling Class Holders shall be prohibited from the access of Excluded Information with respect
to any Excluded Controlling Class Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is
later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related
Excluded Controlling Class Loans). None of the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations
to separately label and deliver any Excluded Information in accordance with this Section 3.30 until such party has
received written notice with respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1B to this
Agreement. Nothing set forth in this Agreement shall prohibit the Directing Holder or any Controlling Class Certificateholder
from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which the Directing Holder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information
is not available on the Certificate Administrator’s Website, such Directing Holder or Controlling Class Certificateholder
that is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted to obtain such information
in accordance with Section 3.13(a).


 


(b)         Nothing set forth in this Agreement shall prohibit the Directing Holder or any Controlling Class Certificateholder
from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to
which the Directing Holder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information
is not available to such Excluded Controlling Class Holder via the Certificate


 






     -346-


     


    

 


Administrator’s
Website, such Directing Certificateholder or Controlling Class Certificateholder that is not a Borrower Party with respect
to the related Excluded Controlling Class Loan shall be permitted to obtain such information in accordance with Section 4.02(f)
of this Agreement.


 


Section 3.31       
Trust Subordinate Companion Loans.


 


(a)         With respect to the Trust Subordinate Companion Loans, references to actions being taken for the benefit of any such Companion
Loan or in the best interests of the holders of the related Loan-Specific Certificates in this Agreement shall be deemed to be
taken (and subject to the same considerations) also for the benefit of, or to be taken in the best interests of, the holders of
such Loan-Specific Certificates, as beneficial owners of the related Trust Subordinate Companion Loan.


 


(b)         Any notices, reports or other information related to a Trust Subordinate Companion Loan required to be delivered by a party
under this Agreement or the related Intercreditor Agreement to the holders of the related Loan-Specific Certificates or the holder
of such Trust Subordinate Companion Loan shall be delivered (in lieu of delivery to such holders) to the applicable Directing Holder
by such party within the same time periods as such notices, reports or other information are required to be delivered to the holder
of such Trust Subordinate Companion Loan.


 


(c)         Any consents required to be obtained from the holder of a Trust Subordinate Companion Loan under this Agreement or the related
Intercreditor Agreement or any obligation under this Agreement or the related Intercreditor Agreement of the Master Servicer or
the Special Servicer or other party to this Agreement to consult with or obtain the consent of or follow the direction of the holder
of such Trust Subordinate Companion Loan shall instead be deemed to require such Person to consult with, obtain the consent of
or follow the direction of the applicable Directing Holder.


 


(d)         Any rights exercisable by the holder of the Standard Highline Non-Trust Junior Subordinate Companion Loan under this Agreement
or the Standard Highline Intercreditor Agreement with respect to the exercise of any right to replace the Special Servicer with
respect to The Standard Highline NYC Whole Loan, cure rights, rights to post “threshold collateral” or purchase option
rights shall be exercisable by the holder of the Standard Highline Non-Trust Junior Subordinate Companion Loan (as the initial
the Standard Highline Directing Holder) prior to a Standard Highline Non-Trust Junior Subordinate Companion Loan Control Appraisal
Period and any amounts payable, or actions required to be taken in connection with such exercise, shall be payable from or taken
by such Standard Highline Directing Holder, as applicable. With respect to The Standard Highline NYC Whole Loan, subject to the
foregoing and applicable REMIC Provisions, the Standard Highline Directing Holder may direct the Master Servicer or the Special
Servicer, on behalf of the Trustee and the holders of the Standard Highline Loan-Specific Certificates to implement the holder
of the Standard Highline Non-Trust Subordinate Companion Loans’ or the holder of the Standard Highline Trust Subordinate
Companion Loan’s, as applicable, exercise of any rights, to the extent that each such holder is entitled to such rights under
the Standard Highline Intercreditor Agreement. For the avoidance of doubt, in no event shall the Master Servicer or the Special
Servicer be required to advance any cure payment or purchase price due under the Standard Highline Intercreditor Agreement.


 






     -347-


     


    

 


(e)         With respect to any Trust Subordinate Companion Loan, prior to the Special Servicer (i) obtaining the consent of, or consulting
with the applicable Directing Holder to the extent provided for under the related Intercreditor Agreement, (ii) delivering any
Asset Status Report to such Directing Holder, or (iii) permitting the exercise of any cure rights, if any, in accordance with the
related Intercreditor Agreement, such Directing Holder shall have delivered to the Special Servicer an officer’s certificate
in form and substance acceptable to the Special Servicer (with a copy to the Master Servicer), as applicable, stating such party
is not the related Mortgagor or an affiliate of the related Mortgagor or acting on behalf of the related Mortgagor or one or more
of its Affiliates.


 


(f)          Subject to Section 3.01(o), at any time the Yorkshire & Lexington Towers Mortgage Loan or The Standard Highline
NYC Mortgage Loan is not part of the Trust, the Master Servicer or Special Servicer shall have no obligation to service such Mortgage
Loan and shall solely service the related Trust Subordinate Companion Loan until such Companion Loan is removed from the Trust
pursuant to Section 3.31(g) and shall have no obligation to make any Advance with respect to such Companion Loan, such
related Mortgage Loan or the related Whole Loan.


 


(g)         Within two (2) Business Days following the removal of the Yorkshire & Lexington Towers Mortgage Loan or The Standard
Highline NYC Mortgage Loan from the Trust as a result of the sale of such Mortgage Loan, pursuant to Section 3.18,
the Special Servicer shall provide written notice (an “Exchange Election Notice”) to the Certificate Administrator
(via email at trustadministrationgroup@wellsfargo.com) who shall notify the related Loan-Specific Directing Holder, as applicable,
that the Holders of all of the related Loan-Specific Certificates may unanimously elect to exchange their Certificates for the
related Trust Subordinate Companion Loan (an “Exchange”) by delivery of written notice (an “Acceptance
Notice”) to the Depositor, Master Servicer, Special Servicer, Certificate Administrator and Trustee within 5 Business
Days of receipt of the Exchange Election Notice. In the event an Acceptance Notice is not delivered within such 5 Business Days,
the Special Servicer shall use commercially reasonable efforts to sell the related Trust Subordinate Companion Loan, for the fair
value of such asset in accordance with the process set forth in Section 3.18. The Holders of such class of Certificates
shall pay (from their own funds and not from amounts allocable from any portion of the Trust to such Class of Certificates) all
costs and expenses of the Master Servicer, the Special Servicer, the Certificate Administrator and Trustee incurred in connection
with the Exchange. The Exchange shall be subject to the reasonable procedures established by the Trustee and Certificate Registrar
in connection with the Exchange.


 


Section 3.32       
The Loan-Specific Directing Holders.


 


(a)         The Certificateholder(s) holding more than fifty percent (50%) of the Certificate Balance of (i) the Y&L Towers Loan-Specific
Certificates shall have the right to appoint and replace (for any reason) the Y&L Towers Directing Certificateholder and (ii)
the Standard Highline Loan-Specific Certificates, during the continuation of a Standard Highline Non-Trust Senior Subordinate Companion
Loan Control Appraisal Period, shall have the right to appoint and replace (for any reason) the Standard Highline Directing Certificateholder,
in each case prior to the continuation of a related Trust Subordinate Companion Loan Control Termination Event.


 






     -348-


     


    

 


(b)         No Loan-Specific Directing Holder shall have any liability to the Holders of the related Loan-Specific Certificates or any
other Certificateholders for any action taken, or for refraining from the taking of any action or the giving of any consent or
failure to give any consent in good faith pursuant to this Agreement or errors in judgment. By its acceptance of a Loan-Specific
Certificate or other Certificate, each holder of a Loan-Specific Certificate or other Certificate will be deemed to have confirmed
its agreement that the related Loan-Specific Directing Holder may take or refrain from taking actions, or give or refrain from
giving any consents, that favor the interests of the appointing Certificateholder(s) over any other holder of such Class of Certificates
or other Certificate, and that such Directing Holder may have special relationships and interests that conflict with the interests
of other Holders of such Class of Certificates or any other Certificates, will be deemed to have agreed to take no action against
such Directing Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships
or interests, and that any such Directing Holder will not be deemed to have been grossly negligent or reckless, or to have acted
in bad faith or engaged in willful misconduct or to have recklessly disregarded any exercise of its rights by reason of its having
acted or refrained from acting, or having given any consent or having failed to give any consent, solely in the interests of the
Holders of the related Loan-Specific Certificates.


 


(c)         Each Holder of a Loan-Specific Certificate is hereby deemed to have agreed by virtue of its purchase of such 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 such Certificate, the selection of a related Loan-Specific
Directing Holder or the resignation or removal thereof, by delivering a notice to each such Person substantially in the form of
Exhibit WW attached hereto (which notice shall include the contact information of the selected Loan-Specific Directing Holder,
if applicable).


 


(d)         With respect to The Standard Highline NYC Whole Loan, the Standard Highline Directing Holder shall be entitled, prior to
the occurrence and continuance of a Standard Highline Non-Trust Junior Subordinate Companion Loan Control Appraisal Period, a Standard
Highline Non-Trust Senior Subordinate Companion Loan Control Appraisal Period and a Standard Highline Trust Subordinate Companion
Loan Control Termination Event, as applicable to exercise the rights of the “Controlling Noteholder”, as defined in
and under the terms of, the Standard Highline Intercreditor Agreement.


 


(e)         The Special Servicer shall be responsible for obtaining any consent of the applicable Loan-Specific Directing holder for
“Major Decisions” (as defined in the related Intercreditor Agreement) or as otherwise required hereunder or under the
terms of the related Intercreditor Agreement.


 


Section 3.33       
Horizontal Credit Risk Retention.


 


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


 






     -349-


     


    

 


(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 Agreements.


 


(c)         The
Operating Advisor, on behalf of the Retaining Sponsor, shall use commercially reasonable efforts to file UCC continuation
statements in respect of the Financing Statement (as defined in the Credit Risk Retention Compliance Agreement) filed on the
Closing Date, so long as the Credit Risk Retention Compliance Agreement is in effect, which continuation statement shall be
filed in the appropriate office in the same jurisdiction in which the Financing Statement was filed; provided that the
Operating Advisor shall (x) not be required to file a UCC continuation statement (i) prior to October 31, 2022 or (ii) after
the termination of the Trust and (y) not file a UCC continuation statement prior to May 30, 2022. Notwithstanding the
foregoing, the Operating Advisor shall have no liability to the Retaining Sponsor or any other party for any failure to file
a UCC continuation statement that is the result of any defect in the Financing Statement. In connection with the foregoing,
the Depositor shall cause the Retaining Sponsor to (a) provide the Operating Advisor via email on the Closing Date with a
fully executed version of the Credit Risk Retention Compliance Agreement and a copy of the Financing Statement together
with evidence of the filing thereof and (b) promptly notify the Operating Advisor in writing once the Credit Risk
Retention Compliance Agreement ceases to be in effect.


 


Section 3.34       
Resignation Upon Prohibited Risk Retention Affiliation. Under the Credit Risk Retention Rule, the Third Party Purchaser
or any successor 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 the Third Party
Purchaser or any successor 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, the
Third Party Purchaser or any successor third party purchaser, any Sponsor or any Underwriter or Initial Purchaser that the Master
Servicer, the Certificate Administrator or the Trustee, as applicable, is or has become an Impermissible TPP Affiliate, or (iii) the
Operating Advisor or the Asset Representations Reviewer obtaining actual knowledge that it is or has become a Risk Retention Affiliate
of the Third Party Purchaser, any successor 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 be required to 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 will be required to bear all reasonable out-of-pocket costs and expenses of each other party
to this Agreement, the Issuing Entity and each Rating Agency in connection with such resignation as and to the extent required
under this Agreement; provided, however, if the affiliation causing an


 






     -350-


     


    

 


Impermissible
Risk Retention Affiliate is the result of the Third Party Purchaser or any successor third party purchaser acquiring an interest
in such Impermissible Risk Retention Affiliate or an affiliate of such Impermissible Risk Retention Affiliate, then such costs
and expenses will be an expense of the Issuing Entity.


 


[End of ARTICLE III]


 


Article IV



distributions TO CERTIFICATEHOLDERS


 


Section 4.01       
Distributions. 


 


(a)         On each Distribution Date, to the extent of the Pooled 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(b) with respect to each Class of
Lower-Tier Regular Interests, and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution
Account to the Holders of the Class R Certificates (in respect of the Class UR Interest) and to the Regular Interest Distribution
Account in respect of the Holders of the Pooled Regular Interests in the amounts and in the order of priority set forth below:


 


(i)          First, to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A,
Class X-B and Class X-E Regular Interests, in respect of interest, up to an amount equal to, and pro rata in accordance
with, the respective aggregate Interest Distribution Amount for those Regular Interests;


 


(ii)         Second, to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5
Regular Interests, in reduction of the Certificate Balances thereof, in the following priority (prior to the Cross-Over Date):


 


(A)            
first, to the Class A-SB Regular Interest, in reduction of the Certificate Balance thereof, in an amount equal
to the lesser of the Principal Distribution Amount for such Distribution Date and the amount necessary to reduce the Certificate
Balance of such Regular Interest to the Class A-SB Planned Principal Balance;


 


(B)             
second, to the Class A-1 Regular Interest, in reduction of the Certificate Balance thereof, in an amount equal
to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A-SB Regular Interest
pursuant to (A) above in this clause (a)(ii)) for such Distribution Date, until the Certificate Balance of such Regular Interest
is reduced to zero;


 


(C)             
third, to the Class A-2 Regular Interest, in reduction of Certificate Balance thereof, in an amount equal to
the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A-1 and Class A-SB


 






     -351-


     


    

 


Regular
Interests pursuant to (A) and (B) above in this clause (a)(ii)) for such Distribution Date, until the aggregate Certificate
Balance of such Regular Interest is reduced to zero;


 


(D)            
fourth, to the Class A-3 Regular Interest, in reduction of the Certificate Balance thereof, in an amount equal
to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2
and Class A-SB Regular Interests pursuant to (A), (B) and (C) above in this clause (a)(ii)) for such Distribution Date,
until the Certificate Balance of such Regular Interest is reduced to zero;


 


(E)             
fifth, to the Class A-4 Regular Interest, in reduction of the Certificate Balance thereof, in an amount equal
to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2,
Class A-SB and Class A-3 Regular Interests pursuant to (A), (B), (C) and (D) above in this clause (a)(ii)) for such
Distribution Date, until the Certificate Balance of such Regular Interest is reduced to zero;


 


(F)              
sixth, to the Class A-5 Regular Interest, in reduction of the Certificate Balance thereof, in an amount equal
to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2,
Class A-SB, Class A-3 and Class A-4 Regular Interests pursuant to (A), (B), (C), (D) and (E) above in this clause (a)(ii))
for such Distribution Date, until the Certificate Balance of such Regular Interest is reduced to zero;


 


(G)            
seventh, to the Class A-SB Regular Interest, in reduction of the Certificate Balance thereof, in an amount equal
to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5 and Class A-SB Regular Interests pursuant to (A), (B), (C), (D), (E) and (F) above
in this clause (a)(ii)) for such Distribution Date, until the Certificate Balance of such Regular Interest is reduced to zero;


 


(iii)       Third, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB
Regular Interests, up to an amount equal to, and pro rata based upon, the aggregate unreimbursed Pooled Realized Losses
previously allocated to those Regular Interests, plus interest on that amount at the Pass-Through Rate for such Regular Interest
compounded monthly from the date the related Pooled Realized Loss was allocated to such Regular Interest;


 


(iv)       Fourth, to the Class A-S Regular Interest in respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount of such Regular Interest;


 


(v)        Fifth, to the Class A-S Regular Interest, in reduction of the Certificate Balance thereof, up to an amount equal
to the Principal Distribution Amount for such Distribution Date less the portion of Principal Distribution Amount distributed pursuant
to all prior clauses, until the Certificate Balance of such Regular Interest is reduced to zero;


 






     -352-


     


    

 


(vi)       Sixth, to the Class A-S Regular Interest, up to an amount equal to the aggregate of unreimbursed Pooled Realized
Losses previously allocated to such Regular Interest, plus interest on that amount at the Pass-Through Rate for such Regular Interest
compounded monthly from the date the related Pooled Realized Loss was allocated to such Regular Interest;


 


(vii)      Seventh, to the Class B Regular Interest in respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount of such Regular Interest;


 


(viii)     Eighth, to the Class B Regular Interest, in reduction of the Certificate Balance thereof, up to an amount equal
to the Principal Distribution Amount for such Distribution Date less the portion of Principal Distribution Amount distributed pursuant
to all prior clauses, until the Certificate Balance of such Regular Interest is reduced to zero;


 


(ix)        Ninth, to the Class B Regular Interest, up to an amount equal to the aggregate of unreimbursed Pooled Realized
Losses previously allocated to such Regular Interest, plus interest on that amount at the Pass-Through Rate for such Regular Interest
compounded monthly from the date the related Pooled Realized Loss was allocated to such Regular Interest;


 


(x)         Tenth, to the Class C Regular Interest in respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount of such Regular Interest;


 


(xi)        Eleventh, to the Class C Regular Interest, in reduction of the Certificate Balance thereof, up to an amount
equal to the Principal Distribution Amount for such Distribution Date less the portion of Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Balance of such Regular Interest is reduced to zero;


 


(xii)       Twelfth, to the Class C Regular Interest, up to an amount equal to the aggregate of unreimbursed Pooled Realized
Losses previously allocated to such Regular Interest, plus interest on that amount at the Pass-Through Rate for such Regular Interest
compounded monthly from the date the related Pooled Realized Loss was allocated to such Regular Interest;


 


(xiii)      Thirteenth, to the Class D Regular Interest in respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount of such Regular Interest;


 


(xiv)      Fourteenth, to the Class D Regular Interest, in reduction of the Certificate Balance thereof, up to an amount
equal to the Principal Distribution Amount for such Distribution Date less the portion of Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Balance of such Regular Interest is reduced to zero;


 


(xv)       Fifteenth, to the Class D Regular Interest, up to an amount equal to the aggregate of unreimbursed Pooled Realized
Losses previously allocated to such Regular Interest, plus interest on that amount at the Pass-Through Rate for such Regular Interest
compounded monthly from the date the related Pooled Realized Loss was allocated to such Regular Interest;


 






     -353-


     


    

 


(xvi)      Sixteenth, to the Class E Regular Interest in respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount of such Regular Interest;


 


(xvii)     Seventeenth, to the Class E Regular Interest in reduction of the Certificate Balance thereof, up to an amount
equal to the Principal Distribution Amount for such Distribution Date less the portion of Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Balance of such Regular Interest is reduced to zero;


 


(xviii)    Eighteenth, to the Class E Regular Interest, up to an amount equal to the aggregate of unreimbursed Pooled Realized
Losses previously allocated to such Regular Interest, plus interest on that amount at the Pass-Through Rate for such Regular Interest
compounded monthly from the date the related Pooled Realized Loss was allocated to such Regular Interest;


 


(xix)      Nineteenth, to the Class F Regular Interest in respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount of such Regular Interest;


 


(xx)       Twentieth, to the Class F Regular Interest in reduction of the Certificate Balance thereof, up to an amount
equal to the Principal Distribution Amount for such Distribution Date less the portion of Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Balance of such Regular Interest is reduced to zero;


 


(xxi)       Twenty-first, to the Class F Regular Interest, up to an amount equal to the aggregate of unreimbursed Pooled
Realized Losses previously allocated to such Regular Interest, plus interest on that amount at the Pass-Through Rate for such Regular
Interest compounded monthly from the date the related Pooled Realized Loss was allocated to such Regular Interest;


 


(xxii)      Twenty-second, to the Class NR Regular Interest in respect of interest, up to an amount equal to the aggregate
Interest Distribution Amount of such Regular Interest;


 


(xxiii)    Twenty-third, to the Class NR Regular Interest in reduction of the Certificate Balance thereof, up to an amount
equal to the Principal Distribution Amount for such Distribution Date less the portion of Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Balance of such Regular Interest is reduced to zero;


 


(xxiv)    Twenty-fourth, to the Class NR Regular Interest, up to an amount equal to the aggregate of unreimbursed Pooled
Realized Losses previously allocated to such Regular Interest, plus interest on that amount at the Pass-Through Rate for such Regular
Interest compounded monthly from the date the related Pooled Realized Loss was allocated to such Regular Interest; and


 


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


 


Notwithstanding the foregoing,
on each Distribution Date occurring on and after the Cross-Over Date, regardless of the allocation of principal payments described
in priority


 






     -354-


     


    

 


Second
above, the Principal Distribution Amount for such Distribution Date will be distributed pursuant to Section 4.01(a)(ii)
to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Regular Interests,
pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances, until
the Certificate Balance of each such Regular Interest is reduced to zero.


 


If, in connection with any Distribution
Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the receipt of payments
as of the Determination Date and additional Periodic Payments, Balloon Payments or unscheduled principal payments are subsequently
received by the Master Servicer and required to be part of the Pooled Available Funds for such Distribution Date, the Master Servicer
shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially reasonable efforts
to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master Servicer, the Special
Servicer or the Certificate Administrator shall be liable or held responsible for any resulting delay in the making of such distribution
to Certificateholders solely on the basis of the actions described in the preceding sentence.


 


(b)         Amounts distributed on the Pooled Regular Interests pursuant to Section 4.01(a) shall be further distributed
from the Regular Interest Distribution Account to the Holders of the Pooled Certificates (other than the Class R Certificates)
as set forth below:


 


(i)      On
each Distribution Date, simultaneously with the distributions made on the Class A-1 Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class A-1 Regular Interest on such Distribution Date shall be further
distributed by the Certificate Administrator to the Holders of the Class A-1 Certificates, the Class V1-A
Certificates and the Class V2-A Certificates in the following amounts and in the following order of priority:


 


(A)            
first, concurrently, to (1) the Class A-1 Certificates in respect of interest, up to an amount equal to
the Class A-1 Percentage Interest of the amount distributed in respect of interest on the Class A-1 Regular Interest
under Section 4.01(a)(i), (2) the Class V1-A Certificates in respect of interest, up to an amount equal to
the Class V1-A Percentage Interest of the amount distributed in respect of interest on the Class A-1 Regular Interest
under Section 4.01(a)(i), and (3) the Class V2-A Certificates in respect of interest, up to an amount equal
to the Class V2-A Percentage Interest of the amount distributed in respect of interest on the Class A-1 Regular Interest
under Section 4.01(a)(i);


 


(B)             
second, concurrently, to (1) the Class A-1 Certificates in respect of principal, up to an amount equal
to the Class A-1 Percentage Interest of the amount distributed in respect of principal on the Class A-1 Regular Interest
under Section 4.01(a)(ii), (2) the Class V1-A Certificates in respect of principal, up to an amount equal
to the Class V1-A Percentage Interest of the amount distributed in respect of principal on the Class A-1 Regular Interest
under Section 4.01(a)(ii), and (3) the Class V2-A Certificates in respect of principal, up to an amount equal
to the Class V2-A Percentage Interest of the amount distributed in respect of principal on the Class A-1 Regular Interest
under Section 4.01(a)(ii); and


 






     -355-


     


    




(C)      
third, concurrently, to (1) the Class A-1 Certificates in respect of unreimbursed Realized Losses plus
interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related Pooled
Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class A-1 Percentage Interest of the amount
distributed in respect of the Class A-1 Regular Interest under Section 4.01(a)(iii), (2) the Class V1-A
Certificates in respect of unreimbursed Realized Losses plus interest on that amount at the Pass-Through Rate for such Regular
Interest compounded monthly from the date the related Pooled Realized Loss was allocated to such Regular Interest, up to an amount
equal to the Class V1-A Percentage Interest of the amount distributed in respect of the Class A-1 Regular Interest under
Section 4.01(a)(iii), and (3) the Class V2-A Certificates in respect of unreimbursed Realized Losses plus
interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related Pooled
Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class V2-A Percentage Interest of the amount
distributed in respect of the Class A-1 Regular Interest under Section 4.01(a)(iii).










 


(ii)      On each Distribution Date, simultaneously with the distributions made on the Class A-2 Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class A-2 Regular Interest on such Distribution Date shall be further distributed
by the Certificate Administrator to the Holders of the Class A-2 Certificates, the Class V1-A Certificates and the Class V2-A
Certificates in the following amounts and in the following order of priority:


 


(A)            
first, concurrently, to (1) the Class A-2 Certificates in respect of interest, up to an amount equal to
the Class A-2 Percentage Interest of the amount distributed in respect of interest on the Class A-2 Regular Interest
under Section 4.01(a)(i), (2) the Class V1-A Certificates in respect of interest, up to an amount equal to
the Class V1-A Percentage Interest of the amount distributed in respect of interest on the Class A-2 Regular Interest
under Section 4.01(a)(i), and (3) the Class V2-A Certificates in respect of interest, up to an amount equal
to the Class V2-A Percentage Interest of the amount distributed in respect of interest on the Class A-2 Regular Interest
under Section 4.01(a)(i);


 


(B)             
second, concurrently, to (1) the Class A-2 Certificates in respect of principal, up to an amount equal
to the Class A-2 Percentage Interest of the amount distributed in respect of principal on the Class A-2 Regular Interest
under Section 4.01(a)(ii), (2) the Class V1-A Certificates in respect of principal, up to an amount equal
to the Class V1-A Percentage Interest of the amount distributed in respect of principal on the Class A-2 Regular Interest
under Section 4.01(a)(ii), and (3) the Class V2-A Certificates in respect of principal, up to an amount equal
to the Class V2-A Percentage Interest of the amount distributed in respect of principal on the Class A-2 Regular Interest
under Section 4.01(a)(ii); and


 





(C)            
third, concurrently, to (1) the Class A-2 Certificates in respect of unreimbursed Realized Losses plus
interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related Pooled
Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class A-2 Percentage Interest of the amount
distributed in respect of the Class A-2 Regular Interest under Section 4.01(a)(iii), (2) the Class V1-A
Certificates in respect of unreimbursed Realized Losses plus interest on that amount at the Pass-Through Rate for such Regular
Interest compounded monthly from the date the related Pooled Realized Loss was allocated to such Regular Interest, up to an amount
equal to the Class V1-A Percentage Interest of the amount distributed in respect of the Class A-2 Regular Interest under
Section 4.01(a)(iii), and (3) the Class V2-A Certificates in respect of unreimbursed Realized Losses plus
interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related Pooled
Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class V2-A Percentage Interest of the amount
distributed in respect of the Class A-2 Regular Interest under Section 4.01(a)(iii).







 










     -356-


     


    

 





(iii)         On each Distribution Date, simultaneously with the distributions made on the Class A-SB Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class A-SB Regular Interest on such Distribution Date shall be further distributed
by the Certificate Administrator to the Holders of the Class A-SB Certificates, the Class V1-A Certificates and the Class V2-A
Certificates in the following amounts and in the following order of priority:


 


(A)            
first, concurrently, to (1) the Class A-SB Certificates in respect of interest, up to an amount equal to
the Class A-SB Percentage Interest of the amount distributed in respect of interest on the Class A-SB Regular Interest
under Section 4.01(a)(i), (2) the Class V1-A Certificates in respect of interest, up to an amount equal to
the Class V1-A Percentage Interest of the amount distributed in respect of interest on the Class A-SB Regular Interest
under Section 4.01(a)(i), and (3) the Class V2-A Certificates in respect of interest, up to an amount equal
to the Class V2-A Percentage Interest of the amount distributed in respect of interest on the Class A-SB Regular Interest
under Section 4.01(a)(i);


 


(B)             
second, concurrently, to (1) the Class A-SB Certificates in respect of principal, up to an amount equal
to the Class A-SB Percentage Interest of the amount distributed in respect of principal on the Class A-SB Regular Interest
under Section 4.01(a)(ii), (2) the Class V1-A Certificates in respect of principal, up to an amount equal
to the Class V1-A Percentage Interest of the amount distributed in respect of principal on the Class A-SB Regular Interest
under Section 4.01(a)(ii), and (3) the Class V2-A Certificates in respect of principal, up to an amount equal
to the Class V2-A Percentage Interest of the amount distributed in respect of principal on the Class A-SB Regular Interest
under Section 4.01(a)(ii); and


 








(C)           
third, concurrently, to (1) the Class A-SB Certificates in respect of unreimbursed Realized Losses plus
interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related Pooled
Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class A-SB Percentage Interest of the amount
distributed in respect of the Class A-SB Regular Interest under Section 4.01(a)(iii), (2) the Class V1-A
Certificates in respect of unreimbursed Realized Losses plus interest on that amount at the Pass-Through Rate for such Regular
Interest compounded monthly from the date the related Pooled Realized Loss was allocated to such Regular Interest, up to an amount
equal to the Class V1-A Percentage Interest of the amount distributed in respect of the Class A-SB Regular Interest under
Section 4.01(a)(iii), and (3) the Class V2-A Certificates in respect of unreimbursed Realized Losses plus
interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related Pooled
Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class V2-A Percentage Interest of the amount
distributed in respect of the Class A-SB Regular Interest under Section 4.01(a)(iii).







 


(iv)               
On each Distribution Date, simultaneously with the distributions made on the Class A-3 Regular Interest under Section 4.01(a),
the aggregate amount so distributed


 






     -357-


     


    

 


on
the Class A-3 Regular Interest on such Distribution Date shall be further distributed by the Certificate Administrator to
the Holders of the Class A-3 Certificates, the Class V1-A Certificates and the Class V2-A Certificates in the following
amounts and in the following order of priority:


 


(A)            
first, concurrently, to (1) the Class A-3 Certificates in respect of interest, up to an amount equal to
the Class A-3 Percentage Interest of the amount distributed in respect of interest on the Class A-3 Regular Interest
under Section 4.01(a)(i), (2) the Class V1-A Certificates in respect of interest, up to an amount equal to
the Class V1-A Percentage Interest of the amount distributed in respect of interest on the Class A-3 Regular Interest
under Section 4.01(a)(i), and (3) the Class V2-A Certificates in respect of interest, up to an amount equal
to the Class V2-A Percentage Interest of the amount distributed in respect of interest on the Class A-3 Regular Interest
under Section 4.01(a)(i);


 


(B)             
second, concurrently, to (1) the Class A-3 Certificates in respect of principal, up to an amount equal
to the Class A-3 Percentage Interest of the amount distributed in respect of principal on the Class A-3 Regular Interest
under Section 4.01(a)(ii), (2) the Class V1-A Certificates in respect of principal, up to an amount equal
to the Class V1-A Percentage Interest of the amount distributed in respect of principal on the Class A-3 Regular Interest
under Section 4.01(a)(ii), and (3) the Class V2-A Certificates in respect of principal, up to an amount equal
to the Class V2-A Percentage Interest of the amount distributed in respect of principal on the Class A-3 Regular Interest
under Section 4.01(a)(ii); and


 








(C)            
third, concurrently, to (1) the Class A-3 Certificates in respect of unreimbursed Realized Losses plus
interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related Pooled
Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class A-3 Percentage Interest of the amount
distributed in respect of the Class A-3 Regular Interest under Section 4.01(a)(iii), (2) the Class V1-A
Certificates in respect of unreimbursed Realized Losses plus interest on that amount at the Pass-Through Rate for such Regular
Interest compounded monthly from the date the related Pooled Realized Loss was allocated to such Regular Interest, up to an amount
equal to the Class V1-A Percentage Interest of the amount distributed in respect of the Class A-3 Regular Interest under
Section 4.01(a)(iii), and (3) the Class V2-A Certificates in respect of unreimbursed Realized Losses plus
interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related Pooled
Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class V2-A Percentage Interest of the amount
distributed in respect of the Class A-3 Regular Interest under Section 4.01(a)(iii).







 


(v)     On each Distribution Date, simultaneously with the distributions made on the Class A-4 Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class A-4 Regular Interest on such Distribution Date shall be further distributed
by the Certificate Administrator to the Holders of the Class A-4 Certificates, the Class V1-A Certificates and the Class V2-A
Certificates in the following amounts and in the following order of priority:


 


(A)            
first, concurrently, to (1) the Class A-4 Certificates in respect of interest, up to an amount equal to
the Class A-4 Percentage Interest of the amount distributed in respect of interest on the Class A-4 Regular Interest
under


 






     -358-


     


    

 


Section 4.01(a)(i),
(2) the Class V1-A Certificates in respect of interest, up to an amount equal to the Class V1-A Percentage Interest
of the amount distributed in respect of interest on the Class A-4 Regular Interest under Section 4.01(a)(i),
and (3) the Class V2-A Certificates in respect of interest, up to an amount equal to the Class V2-A Percentage
Interest of the amount distributed in respect of interest on the Class A-4 Regular Interest under Section 4.01(a)(i);


 


(B)             
second, concurrently, to (1) the Class A-4 Certificates in respect of principal, up to an amount equal
to the Class A-4 Percentage Interest of the amount distributed in respect of principal on the Class A-4 Regular Interest
under Section 4.01(a)(ii), (2) the Class V1-A Certificates in respect of principal, up to an amount equal
to the Class V1-A Percentage Interest of the amount distributed in respect of principal on the Class A-4 Regular Interest
under Section 4.01(a)(ii), and (3) the Class V2-A Certificates in respect of principal, up to an amount equal
to the Class V2-A Percentage Interest of the amount distributed in respect of principal on the Class A-4 Regular Interest
under Section 4.01(a)(ii); and


 





(C)             
third, concurrently, to (1) the Class A-4 Certificates in respect of unreimbursed Realized Losses plus
interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related Pooled
Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class A-4 Percentage Interest of the amount
distributed in respect of the Class A-4 Regular Interest under Section 4.01(a)(iii), (2) the Class V1-A
Certificates in respect of unreimbursed Realized Losses plus interest on that amount at the Pass-Through Rate for such Regular
Interest compounded monthly from the date the related Pooled Realized Loss was allocated to such Regular Interest, up to an amount
equal to the Class V1-A Percentage Interest of the amount distributed in respect of the Class A-4 Regular Interest under
Section 4.01(a)(iii), and (3) the Class V2-A Certificates in respect of unreimbursed Realized Losses plus interest
on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related Pooled Realized
Loss was allocated to such Regular Interest, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed
in respect of the Class A-4 Regular Interest under Section 4.01(a)(iii).







 


(vi)        On each Distribution Date, simultaneously with the distributions made on the Class A-5 Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class A-5 Regular Interest on such Distribution Date shall be further distributed
by the Certificate Administrator to the Holders of the Class A-5 Certificates, the Class V1-A Certificates and the Class V2-A
Certificates in the following amounts and in the following order of priority:


 


(A)            
first, concurrently, to (1) the Class A-5 Certificates in respect of interest, up to an amount equal to
the Class A-5 Percentage Interest of the amount distributed in respect of interest on the Class A-5 Regular Interest
under Section 4.01(a)(i), (2) the Class V1-A Certificates in respect of interest, up to an amount equal to
the Class V1-A Percentage Interest of the amount distributed in respect of interest on the Class A-5 Regular Interest
under Section 4.01(a)(i), and (3) the Class V2-A Certificates in respect of interest, up to an amount equal
to the Class V2-A Percentage Interest of the amount distributed in respect of interest on the Class A-5 Regular Interest
under Section 4.01(a)(i);


 






     -359-


     


    

 


(B)             
second, concurrently, to (1) the Class A-5 Certificates in respect of principal, up to an amount equal
to the Class A-5 Percentage Interest of the amount distributed in respect of principal on the Class A-5 Regular Interest
under Section 4.01(a)(ii), (2) the Class V1-A Certificates in respect of principal, up to an amount equal
to the Class V1-A Percentage Interest of the amount distributed in respect of principal on the Class A-5 Regular Interest
under Section 4.01(a)(ii), and (3) the Class V2-A Certificates in respect of principal, up to an amount equal
to the Class V2-A Percentage Interest of the amount distributed in respect of principal on the Class A-5 Regular Interest
under Section 4.01(a)(ii); and


 





(C)            
third, concurrently, to (1) the Class A-5 Certificates in respect of unreimbursed Realized Losses plus
interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related Pooled
Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class A-5 Percentage Interest of the amount
distributed in respect of the Class A-5 Regular Interest under Section 4.01(a)(iii), (2) the Class V1-A
Certificates in respect of unreimbursed Realized Losses plus interest on that amount at the Pass-Through Rate for such Regular
Interest compounded monthly from the date the related Pooled Realized Loss was allocated to such Regular Interest, up to an amount
equal to the Class V1-A Percentage Interest of the amount distributed in respect of the Class A-5 Regular Interest under
Section 4.01(a)(iii), and (3) the Class V2-A Certificates in respect of unreimbursed Realized Losses plus interest
on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related Pooled Realized
Loss was allocated to such Regular Interest, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed
in respect of the Class A-5 Regular Interest under Section 4.01(a)(iii).







 


(vii)       On each Distribution Date, simultaneously with the distributions made on the Class X-A Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class X-A Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class X-A Certificates, the Class V1-A Certificates and the Class V2-A
Certificates, concurrently, to (1) the Class X-A Certificates in respect of interest, up to an amount equal to the Class
X-A Percentage Interest of the amount distributed in respect of interest on the Class X-A Regular Interest under Section 4.01(a)(i),
(2) the Class V1-A Certificates in respect of interest, up to an amount equal to the Class V1-A Percentage Interest
of the amount distributed in respect of interest on the Class X-A Regular Interest under Section 4.01(a)(i), and (3) the
Class V2-A Certificates in respect of interest, up to an amount equal to the Class V2-A Percentage Interest of the amount
distributed in respect of interest on the Class X-A Regular Interest under Section 4.01(a)(i).


 


(viii)      On each Distribution Date, simultaneously with the distributions made on the Class X-B Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class X-B Regular Interest on such Distribution Date shall be further distributed
by the Certificate Administrator to the Holders of the Class X-B Certificates, the Class V1-B Certificates and the Class V2-A
Certificates, concurrently, to (1) the Class X-B Certificates in respect of interest, up to an amount equal to the Class X-B
Percentage Interest of the amount distributed in respect of interest on the Class X-B Regular Interest under Section 4.01(a)(i),
(2) the Class V1-B Certificates in respect of interest, up to an amount equal to the Class V1-B Percentage Interest
of the amount distributed in respect of interest on the Class X-B Regular Interest under Section 4.01(a)(i), and
(3) the Class V2-A Certificates in respect of interest, up to an amount equal to the Class V2-A Percentage


 






     -360-


     


    

 


Interest
of the amount distributed in respect of interest on the Class X-B Regular Interest under Section 4.01(a)(i).


 


(ix)         On each Distribution Date, simultaneously with the distributions made on the Class A-S Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class A-S Regular Interest on such Distribution Date shall be further distributed
by the Certificate Administrator to the Holders of the Class A-S Certificates, the Class V1-A Certificates and the Class V2-A
Certificates in the following amounts and in the following order of priority:


 


(A)            
first, concurrently, to (1) the Class A-S Certificates in respect of interest, up to an amount equal to
the Class A-S Percentage Interest of the amount distributed in respect of interest on the Class A-S Regular Interest
under Section 4.01(a)(iv), (2) the Class V1-A Certificates in respect of interest, up to an amount equal
to the Class V1-A Percentage Interest of the amount distributed in respect of interest on the Class A-S Regular Interest
under Section 4.01(a)(iv), and (3) the Class V2-A Certificates in respect of interest, up to an amount equal
to the Class V2-A Percentage Interest of the amount distributed in respect of interest on the Class A-S Regular Interest
under Section 4.01(a)(iv);


 


(B)             
second, concurrently, to (1) the Class A-S Certificates in respect of principal, up to an amount equal
to the Class A-S Percentage Interest of the amount distributed in respect of principal on the Class A-S Regular Interest
under Section 4.01(a)(v), (2) the Class V1-A Certificates in respect of principal, up to an amount equal
to the Class V1-A Percentage Interest of the amount distributed in respect of principal on the Class A-S Regular Interest
under Section 4.01(a)(v), and (3) the Class V2-A Certificates in respect of principal, up to an amount equal
to the Class V2-A Percentage Interest of the amount distributed in respect of principal on the Class A-S Regular Interest
under Section 4.01(a)(v); and


 





(C)           
third, concurrently, to (1) the Class A-S Certificates in respect of unreimbursed Realized Losses plus
interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related Pooled
Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class A-S Percentage Interest of the amount
distributed in respect of the Class A-S Regular Interest under Section 4.01(a)(vi), (2) the Class V1-A
Certificates in respect of unreimbursed Realized Losses plus interest on that amount at the Pass-Through Rate for such Regular
Interest compounded monthly from the date the related Pooled Realized Loss was allocated to such Regular Interest, up to an amount
equal to the Class V1-A Percentage Interest of the amount distributed in respect of the Class A-S Regular Interest under
Section 4.01(a)(vi), and (3) the Class V2-A Certificates in respect of unreimbursed Realized Losses plus
interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related Pooled
Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class V2-A Percentage Interest of the amount
distributed in respect of the Class A-S Regular Interest under Section 4.01(a)(vi).







 


(x)          On each Distribution Date, simultaneously with the distributions made on the Class B Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class B Regular Interest on such Distribution Date shall be further distributed
by the Certificate Administrator to the Holders of the Class B Certificates, the Class V1-B


 






     -361-


     


    

 


Certificates
and the Class V2-A Certificates in the following amounts and in the following order of priority:


 


(A)            
first, concurrently, to (1) the Class B Certificates in respect of interest, up to an amount equal to the
Class B Percentage Interest of the amount distributed in respect of interest on the Class B Regular Interest under Section 4.01(a)(vii),
(2) the Class V1-B Certificates in respect of interest, up to an amount equal to the Class V1-B Percentage Interest
of the amount distributed in respect of interest on the Class B Regular Interest under Section 4.01(a)(vii), and
(3) the Class V2-A Certificates in respect of interest, up to an amount equal to the Class V2-A Percentage Interest
of the amount distributed in respect of interest on the Class B Regular Interest under Section 4.01(a)(vii);


 


(B)             
second, concurrently, to (1) the Class B Certificates in respect of principal, up to an amount equal to
the Class B Percentage Interest of the amount distributed in respect of principal on the Class B Regular Interest under
Section 4.01(a)(viii), (2) the Class V1-B Certificates in respect of principal, up to an amount equal to
the Class V1-B Percentage Interest of the amount distributed in respect of principal on the Class B Regular Interest
under Section 4.01(a)(viii), and (3) the Class V2-A Certificates in respect of principal, up to an amount
equal to the Class V2-A Percentage Interest of the amount distributed in respect of principal on the Class B Regular
Interest under Section 4.01(a)(viii); and


 





(C)             
third, concurrently, to (1) the Class B Certificates in respect of unreimbursed Realized Losses plus interest
on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related Pooled Realized
Loss was allocated to such Regular Interest, up to an amount equal to the Class B Percentage Interest of the amount distributed
in respect of the Class B Regular Interest under Section 4.01(a)(ix), (2) the Class V1-B Certificates
in respect of unreimbursed Realized Losses plus interest on that amount at the Pass-Through Rate for such Regular Interest compounded
monthly from the date the related Pooled Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class V1-B
Percentage Interest of the amount distributed in respect of the Class B Regular Interest under Section 4.01(a)(ix),
and (3) the Class V2-A Certificates in respect of unreimbursed Realized Losses plus interest on that amount at the Pass-Through
Rate for such Regular Interest compounded monthly from the date the related Pooled Realized Loss was allocated to such Regular
Interest, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of on the Class B
Regular Interest under Section 4.01(a)(ix).







 


(xi)         On each Distribution Date, simultaneously with the distributions made on the Class C Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class C Regular Interest on such Distribution Date shall be further distributed
by the Certificate Administrator to the Holders of the Class C Certificates, the Class V1-B Certificates and the Class V2-A
Certificates in the following amounts and in the following order of priority:


 


(A)            
first, concurrently, to (1) the Class C Certificates in respect of interest, up to an amount equal to the
Class C Percentage Interest of the amount distributed in respect of interest on the Class C Regular Interest under Section 4.01(a)(x),
(2) the Class V1-B Certificates in respect of interest, up to an amount equal to the Class V1-B Percentage Interest
of the amount distributed in


 






     -362-


     


    

 


respect
of interest on the Class C Regular Interest under Section 4.01(a)(x), and (3) the Class V2-A Certificates
in respect of interest, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect
of interest on the Class C Regular Interest under Section 4.01(a)(x);


 


(B)             
second, concurrently, to (1) the Class C Certificates in respect of principal, up to an amount equal to
the Class C Percentage Interest of the amount distributed in respect of principal on the Class C Regular Interest under
Section 4.01(a)(xi), (2) the Class V1-B Certificates in respect of principal, up to an amount equal to the
Class V1-B Percentage Interest of the amount distributed in respect of principal on the Class C Regular Interest under
Section 4.01(a)(xi), and (3) the Class V2-A Certificates in respect of principal, up to an amount equal to
the Class V2-A Percentage Interest of the amount distributed in respect of principal on the Class C Regular Interest
under Section 4.01(a)(xi); and


 





(C)            
third, concurrently, to (1) the Class C Certificates in respect of unreimbursed Realized Losses plus interest
on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related Pooled Realized
Loss was allocated to such Regular Interest, up to an amount equal to the Class C Percentage Interest of the amount distributed
in respect of the Class C Regular Interest under Section 4.01(a)(xii), (2) the Class V1-B Certificates
in respect of unreimbursed Realized Losses plus interest on that amount at the Pass-Through Rate for such Regular Interest compounded
monthly from the date the related Pooled Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class V1-B
Percentage Interest of the amount distributed in respect of the Class C Regular Interest under Section 4.01(a)(xii),
and (3) the Class V2-A Certificates in respect of unreimbursed Realized Losses plus interest on that amount at the Pass-Through
Rate for such Regular Interest compounded monthly from the date the related Pooled Realized Loss was allocated to such Regular
Interest, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of the Class C
Regular Interest under Section 4.01(a)(xii). 


 







(xii)        On each Distribution Date, simultaneously with the distributions made on the Class D Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class D Regular Interest on such Distribution Date shall be further distributed
by the Certificate Administrator to the Holders of the Class D Certificates, the Class V1-D Certificates and the Class V2-A
Certificates in the following amounts and in the following order of priority:


 


(A)            
first, concurrently, to (1) the Class D Certificates in respect of interest, up to an amount equal to the
Class D Percentage Interest of the amount distributed in respect of interest on the Class D Regular Interest under Section 4.01(a)(xiii),
(2) the Class V1-D Certificates in respect of interest, up to an amount equal to the Class V1-D Percentage Interest
of the amount distributed in respect of interest on the Class D Regular Interest under Section 4.01(a)(xiii),
and (3) the Class V2-A Certificates in respect of interest, up to an amount equal to the Class V2-A Percentage Interest
of the amount distributed in respect of interest on the Class D Regular Interest under Section 4.01(a)(xiii);


 


(B)             
second, concurrently, to (1) the Class D Certificates in respect of principal, up to an amount equal to
the Class D Percentage Interest of the amount distributed in respect of principal on the Class D Regular Interest under


 






     -363-


     


    

 


Section 4.01(a)(xiv),
(2) the Class V1-D Certificates in respect of principal, up to an amount equal to the Class V1-D Percentage Interest
of the amount distributed in respect of principal on the Class D Regular Interest under Section 4.01(a)(xiv),
and (3) the Class V2-A Certificates in respect of principal, up to an amount equal to the Class V2-A Percentage
Interest of the amount distributed in respect of principal on the Class D Regular Interest under Section 4.01(a)(xiv);
and


 


(C)            
third, concurrently, to (1) the Class D Certificates in respect of unreimbursed Realized Losses plus interest
on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related Pooled Realized
Loss was allocated to such Regular Interest, up to an amount equal to the Class D Percentage Interest of the amount distributed
in respect of the Class D Regular Interest under Section 4.01(a)(xv), (2) the Class V1-D Certificates
in respect of unreimbursed Realized Losses plus interest on that amount at the Pass-Through Rate for such Regular Interest compounded
monthly from the date the related Pooled Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class V1-D
Percentage Interest of the amount distributed in respect of the Class D Regular Interest under Section 4.01(a)(xv),
and (3) the Class V2-A Certificates in respect of unreimbursed Realized Losses plus interest on that amount at the Pass-Through
Rate for such Regular Interest compounded monthly from the date the related Pooled Realized Loss was allocated to such Regular
Interest, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of the Class D
Regular Interest under Section 4.01(a)(xv).







 


(xiii)      On each Distribution Date, simultaneously with the distributions made on the Class E Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class E Regular Interest on such Distribution Date shall be further distributed
by the Certificate Administrator to the Holders of the Class E Certificates, the Class V1-E Certificates and the Class V2-A
Certificates in the following amounts and in the following order of priority:


 


(A)            
first, concurrently, to (1) the Class E Certificates in respect of interest, up to an amount equal to the
Class E Percentage Interest of the amount distributed in respect of interest on the Class E Regular Interest under Section 4.01(a)(xvi),
(2) the Class V1-E Certificates in respect of interest, up to an amount equal to the Class V1-E Percentage Interest
of the amount distributed in respect of interest on the Class E Regular Interest under Section 4.01(a)(xvi), and
(3) the Class V2-A Certificates in respect of interest, up to an amount equal to the Class V2-A Percentage Interest
of the amount distributed in respect of interest on the Class E Regular Interest under Section 4.01(a)(xvi);


 


(B)             
second, concurrently, to (1) the Class E Certificates in respect of principal, up to an amount equal to
the Class E Percentage Interest of the amount distributed in respect of principal on the Class E Regular Interest under
Section 4.01(a)(xvii), (2) the Class V1-E Certificates in respect of principal, up to an amount equal to
the Class V1-E Percentage Interest of the amount distributed in respect of principal on the Class E Regular Interest
under Section 4.01(a)(xvii), and (3) the Class V2-A Certificates in respect of principal, up to an amount
equal to the Class V2-A Percentage Interest of the amount distributed in respect of principal on the Class E Regular
Interest under Section 4.01(a)(xvii); and


 






     -364-


     


    

 





(C)            
third, concurrently, to (1) the Class E Certificates in respect of unreimbursed Realized Losses plus interest
on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related Pooled Realized
Loss was allocated to such Regular Interest, up to an amount equal to the Class E Percentage Interest of the amount distributed
in respect of the Class E Regular Interest under Section 4.01(a)(xviii), (2) the Class V1-E Certificates
in respect of unreimbursed Realized Losses plus interest on that amount at the Pass-Through Rate for such Regular Interest compounded
monthly from the date the related Pooled Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class V1-E
Percentage Interest of the amount distributed in respect of the Class E Regular Interest under Section 4.01(a)(xviii),
and (3) the Class V2-A Certificates in respect of unreimbursed Realized Losses plus interest on that amount at the Pass-Through
Rate for such Regular Interest compounded monthly from the date the related Pooled Realized Loss was allocated to such Regular
Interest, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of the Class E
Regular Interest under Section 4.01(a)(xviii).







 


(xiv)      On each Distribution Date, simultaneously with the distributions made on the Class F Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class F Regular Interest on such Distribution Date shall be further distributed
by the Certificate Administrator to the Holders of the Class F Certificates, the Class V1-E Certificates and the Class V2-A
Certificates in the following amounts and in the following order of priority:


 


(A)            
first, concurrently, to (1) the Class F Certificates in respect of interest, up to an amount equal to the
Class F Percentage Interest of the amount distributed in respect of interest on the Class F Regular Interest under Section 4.01(a)(xix),
(2) the Class V1-E Certificates in respect of interest, up to an amount equal to the Class V1-E Percentage Interest
of the amount distributed in respect of interest on the Class F Regular Interest under Section 4.01(a)(xix), and
(3) the Class V2-A Certificates in respect of interest, up to an amount equal to the Class V2-A Percentage Interest
of the amount distributed in respect of interest on the Class F Regular Interest under Section 4.01(a)(xix);


 


(B)             
second, concurrently, to (1) the Class F Certificates in respect of principal, up to an amount equal to
the Class F Percentage Interest of the amount distributed in respect of principal on the Class F Regular Interest under
Section 4.01(a)(xx), (2) the Class V1-E Certificates in respect of principal, up to an amount equal to the
Class V1-E Percentage Interest of the amount distributed in respect of principal on the Class F Regular Interest under
Section 4.01(a)(xx), and (3) the Class V2-A Certificates in respect of principal, up to an amount equal to
the Class V2-A Percentage Interest of the amount distributed in respect of principal on the Class F Regular Interest
under Section 4.01(a)(xx); and


 





(C)            
third, concurrently, to (1) the Class F Certificates in respect of unreimbursed Realized Losses plus interest
on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related Pooled Realized
Loss was allocated to such Regular Interest, up to an amount equal to the Class F Percentage Interest of the amount distributed
in respect of the Class F Regular Interest under Section 4.01(a)(xxi), (2) the Class V1-E Certificates
in respect of unreimbursed Realized Losses plus interest on that amount at the Pass-Through Rate for such Regular Interest compounded
monthly from the date the related Pooled Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class V1-E
Percentage Interest of the amount distributed in respect of the Class F Regular Interest under Section 4.01(a)(xxi),
and (3) the Class V2-A Certificates in respect of unreimbursed Realized Losses plus interest on that amount at the Pass-Through
Rate for such Regular Interest compounded monthly from the date the related Pooled Realized Loss was allocated to such Regular
Interest, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of the Class F
Regular Interest under Section 4.01(a)(xxi).







 






     -365-


     


    

 





(xv)       On each Distribution Date, simultaneously with the distributions made on the Class NR Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class NR Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class NR Certificates, the Class V1-E Certificates and the Class V2-A
Certificates in the following amounts and in the following order of priority:


 


(A)            
first, concurrently, to (1) the Class NR Certificates in respect of interest, up to an amount equal to the Class
NR Percentage Interest of the amount distributed in respect of interest on the Class NR Regular Interest under Section 4.01(a)(xxii),
(2) the Class V1-E Certificates in respect of interest, up to an amount equal to the Class V1-E Percentage Interest
of the amount distributed in respect of interest on the Class NR Regular Interest under Section 4.01(a)(xxii), and
(3) the Class V2-A Certificates in respect of interest, up to an amount equal to the Class V2-A Percentage Interest
of the amount distributed in respect of interest on the Class NR Regular Interest under Section 4.01(a)(xxii);


 


(B)             
second, concurrently, to (1) the Class NR Certificates in respect of principal, up to an amount equal to the
Class NR Percentage Interest of the amount distributed in respect of principal on the Class NR Regular Interest under Section 4.01(a)(xxiii),
(2) the Class V1-E Certificates in respect of principal, up to an amount equal to the Class V1-E Percentage Interest
of the amount distributed in respect of principal on the Class NR Regular Interest under Section 4.01(a)(xxiii), and
(3) the Class V2-A Certificates in respect of principal, up to an amount equal to the Class V2-A Percentage Interest
of the amount distributed in respect of principal on the Class NR Regular Interest under Section 4.01(a)(xxiii); and


 





(C)            
third, concurrently, to (1) the Class NR Certificates in respect of unreimbursed Realized Losses plus interest
on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related Pooled Realized
Loss was allocated to such Regular Interest, up to an amount equal to the Class NR Percentage Interest of the amount distributed
in respect of the Class NR Regular Interest under Section 4.01(a)(xxiv), (2) the Class V1-E Certificates
in respect of unreimbursed Realized Losses plus interest on that amount at the Pass-Through Rate for such Regular Interest compounded
monthly from the date the related Pooled Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class V1-E
Percentage Interest of the amount distributed in respect of the Class NR Regular Interest under Section 4.01(a)(xxiv),
and (3) the Class V2-A Certificates in respect of unreimbursed Realized Losses plus interest on that amount at the Pass-Through
Rate for such Regular Interest compounded monthly from the date the related Pooled Realized Loss was allocated to such Regular
Interest, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of the Class NR
Regular Interest under Section 4.01(a)(xxiv).







 


(c)         On each Distribution Date, to the extent of the Y&L Towers Trust Subordinate Companion Loan Available Funds for such
Distribution Date, the Certificate Administrator shall be deemed to transfer the Interest Distribution Amount and the Y&L Towers


 






     -366-


     


    

 


Principal
Distribution Amount from the Y&L Towers Trust Subordinate Companion Loan REMIC Distribution Account to the Upper-Tier REMIC
Distribution Account in the amounts and priorities set forth below with respect to each Class of Y&L Towers Trust Subordinate
Companion Loan REMIC Regular Interests, and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC
Distribution Account to the Holders of the Class UES-R Certificates and the Regular Interest Distribution Account in respect of
the Holders of the Y&L Towers Loan-Specific Regular Interests in the amounts and in the order of priority set forth below:


 


(i)                 
first, to the Class UES-A and UES-X Regular Interests, in respect of interest, up to an amount equal to the
aggregate Interest Distribution Amount for such Regular Interests;


 


(ii)                 
second, to the Class UES-A Regular Interest, in reduction of the Certificate Balance thereof, up to an amount
equal to the Y&L Towers Principal Distribution Amount, until the Certificate Balance of such Regular Interest is reduced to
zero;


 


(iii)                 
third, to the Class UES-A Regular Interest, up to an amount equal to the aggregate of unreimbursed Y&L Towers
Realized Loss previously allocated to the such Regular Interest, plus interest on that amount at the Pass-Through Rate for such
Regular Interest compounded monthly from the date the related Y&L Towers Realized Loss was allocated to such Regular Interest;


 


(iv)                 
fourth, to the Class UES-B Regular Interest, in respect of interest, up to an amount equal to the aggregate
Interest Distribution Amount for such Regular Interest;


 


(v)                 
fifth, to the Class UES-B Regular Interest, in reduction of the Certificate Balance thereof, an amount equal
to the Y&L Towers Principal Distribution Amount, until the Certificate Balance of such Regular Interest is reduced to zero;


 


(vi)                 
sixth, to the Class UES-B Regular Interest, up to an amount equal to the aggregate of unreimbursed Y&L Towers
Realized Loss previously allocated to the such Regular Interest, plus interest on that amount at the Pass-Through Rate for such
Regular Interest compounded monthly from the date the related Y&L Towers Realized Loss was allocated to such Regular Interest;


 


(vii)                 
seventh, to the Class UES-C Regular Interest, in respect of interest, up to an amount equal to the aggregate
Interest Distribution Amount for such Regular Interest;


 


(viii)                 
eighth, to the Class UES-C Regular Interest, in reduction of the Certificate Balance thereof, an amount equal
to the Y&L Towers Principal Distribution Amount, until the Certificate Balance of such Regular Interest is reduced to zero;


 


(ix)                 
ninth, to the Class UES-C Regular Interest, up to an amount equal to the aggregate of unreimbursed Y&L Towers
Realized Loss previously allocated to the such Regular Interest, plus interest on that amount at the Pass-Through Rate for such
Regular Interest compounded monthly from the date the related Y&L Towers Realized Loss was allocated to such Regular Interest;


 






     -367-


     


    

 


(x)                 
tenth, to the Class UES-D Regular Interest, in respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount for such Regular Interest;


 


(xi)                 
eleventh, to the Class UES-D Regular Interest, in reduction of the Certificate Balance thereof, an amount equal to
the Y&L Towers Principal Distribution Amount, until the Certificate Balance of such Regular Interest is reduced to zero;


 


(xii)                 
twelfth, to the Class UES-D Regular Interest, up to an amount equal to the aggregate of unreimbursed Y&L Towers
Realized Loss previously allocated to the such Regular Interest, plus interest on that amount at the Pass-Through Rate for such
Regular Interest compounded monthly from the date the related Y&L Towers Realized Loss was allocated to such Regular Interest;
and


 


(xiii)                 
thirteenth, to the Class R Certificates, in respect of the Class UES-R Interest, any remaining amounts.


 


(d)         On each Distribution Date, to the extent of the Standard Highline Trust Subordinate Companion Loan Available Funds for such
Distribution Date, the Certificate Administrator shall be deemed to transfer the Interest Distribution Amount and the Standard
Highline Principal Distribution Amount from the Standard Highline Trust Subordinate Companion Loan REMIC Distribution Account to
the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth below with respect to each Class of the Standard
Highline Trust Subordinate Companion Loan REMIC Regular Interests, and immediately thereafter, shall make distributions thereof
from the Upper-Tier REMIC Distribution Account to the Holders of the Class STN-R Certificates and the Regular Interest Distribution
Account in respect of the Holders of the Standard Highline Loan-Specific Regular Interests in the amounts and in the order of priority
set forth below:


 


(i)                 
first, to the Class STN-A and Class STN-X Regular Interests, in respect of interest, up to an amount equal to the
aggregate Interest Distribution Amount for such Regular Interests;


 


(ii)                 
second, to the Class STN-A Regular Interest, in reduction of the Certificate Balance thereof, up to an amount equal
to the Standard Highline Principal Distribution Amount, until the Certificate Balance of such Regular Interest is reduced to zero;


 


(iii)                 
third, to the Class STN-A Regular Interest, up to an amount equal to the aggregate of unreimbursed the Standard Highline
Realized Loss previously allocated to the such Regular Interest, plus interest on that amount at the Pass-Through Rate for such
Regular Interest compounded monthly from the date the related Standard Highline Realized Loss was allocated to such Regular Interest;


 


(iv)                 
fourth, to the Class STN-B Regular Interest, in respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount for such Regular Interest;


 


(v)                 
fifth, to the Class STN-B Regular Interest, in reduction of the Certificate Balance thereof, an amount equal to the
Standard Highline Principal Distribution Amount, until the Certificate Balance of such Regular Interest is reduced to zero;


 






     -368-


     


    

 


(vi)                 
sixth, to the Class STN-B Regular Interest, up to an amount equal to the aggregate of unreimbursed the Standard Highline
Realized Loss previously allocated to the such Regular Interest, plus interest on that amount at the Pass-Through Rate for such
Regular Interest compounded monthly from the date the related Standard Highline Realized Loss was allocated to such Regular Interest;


 


(vii)                 
seventh, to the Class STN-C Regular Interest, in respect of interest, up to an amount equal to the aggregate
Interest Distribution Amount for such Regular Interest;


 


(viii)                 
eighth, to the Class STN-C Regular Interest, in reduction of the Certificate Balance thereof, an amount equal
to the Standard Highline Principal Distribution Amount, until the Certificate Balance of such Regular Interest is reduced to zero;


 


(ix)                 
ninth, to the Class STN-C Regular Interest, up to an amount equal to the aggregate of unreimbursed the Standard
Highline Realized Loss previously allocated to the such Regular Interest, plus interest on that amount at the Pass-Through Rate
for such Regular Interest compounded monthly from the date the related Standard Highline Realized Loss was allocated to such Regular
Interest; and


 


(x)                 
tenth, to the Class R Certificates, in respect of the Class STN-R Interest, any remaining amounts.


 


(e)               
Amounts distributed on the Y&L Towers Loan-Specific Regular Interests pursuant to Section 4.01(c) shall
be further distributed from the Regular Interest Distribution Account to the Holders of the Y&L Towers Loan-Specific Certificates
as set forth below:


 


(i)               
On each Distribution Date, simultaneously with the distributions made on the Class UES-A and Class UES-X Regular Interest
under Section 4.01(c), the aggregate amount so distributed on the Class UES-A and Class UES-X Regular Interests
on such Distribution Date shall be further distributed by the Certificate Administrator to the Holders of the Class UES-A
Certificates, the Class V1-UESA Certificates and the Class V2-UES Certificates in the following amounts and in the following
order of priority:


 


(A)            
first, concurrently, to (1) the Class UES-A Certificates in respect of interest, up to an amount equal
to the Class UES-A Percentage Interest of the amount distributed in respect of interest on the Class UES-A Regular Interest
under Section 4.01(c)(i), (2)  the Class UES-X Certificates in respect of interest, up to an amount equal
to the Class UES-X Percentage Interest of the amount distributed in respect of interest on the Class UES-X Regular Interest
under Section 4.01(c)(i), (3) the Class V1-UESA Certificates in respect of interest, up to an amount equal to
the Class V1-UESA Percentage Interest of the amount distributed in respect of interest on the Class UES-A and Class UES-X
Regular Interests under Section 4.01(c)(i), and (4) the Class V2-UES Certificates in respect of interest,
up to an amount equal to the Class V2-UES Percentage Interest of the amount distributed in respect of interest on the Class UES-A
and Class UES-X Regular Interests under Section 4.01(c)(i);


 






     -369-


     


    

 


(B)             
second, concurrently, to (1) the Class UES-A Certificates in respect of principal, up to an amount equal
to the Class UES-A Percentage Interest of the amount distributed in respect of principal on the Class A-1 Regular Interest
under Section 4.01(c)(ii), (2) the Class V1-UESA Certificates in respect of principal, up to an amount equal
to the Class V1-UESA Percentage Interest of the amount distributed in respect of principal on the Class UES-A Regular
Interest under Section 4.01(c)(ii), and (3) the Class V2-UES Certificates in respect of principal, up to
an amount equal to the Class V2-UES Percentage Interest of the amount distributed in respect of principal on the Class UES-A
Regular Interest under Section 4.01(c)(ii); and


 


 (C)            
third, concurrently, to (1) the Class UES-A Certificates in respect of unreimbursed Y&L Towers Realized
Losses plus interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related
Y&L Towers Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class UES-A Percentage
Interest of the amount distributed in respect of the Class UES-A Regular Interest under Section 4.01(c)(iii),
(2) the Class UES-A Certificates in respect of unreimbursed Y&L Towers Realized Losses plus interest on that amount
at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related Y&L Towers Realized Loss was
allocated to such Regular Interest, up to an amount equal to the Class V1-UESA Percentage Interest of the amount distributed
in respect of the Class UES-A Regular Interest under Section 4.01(c)(iii), and (3) the Class V2-UES
Certificates in respect of unreimbursed Realized Losses plus interest on that amount at the Pass-Through Rate for such Regular
Interest compounded monthly from the date the related Y&L Towers Realized Loss was allocated to such Regular Interest, up
to an amount equal to the Class V2-UES Percentage Interest of the amount distributed in respect of the Class UES-A Regular
Interest under Section 4.01(c)(iii).







 


(ii)         On each Distribution Date, simultaneously with the distributions made on the Class UES-B Regular Interest under Section 4.01(c),
the aggregate amount so distributed on the Class UES-B Regular Interest on such Distribution Date shall be further distributed
by the Certificate Administrator to the Holders of the Class UES-B Certificates, the Class V1-UESA Certificates and the
Class V2-UES Certificates in the following amounts and in the following order of priority:


 


(A)            
first, concurrently, to (1) the Class UES-B Certificates in respect of interest, up to an amount equal
to the Class UES-B Percentage Interest of the amount distributed in respect of interest on the Class UES-B Regular Interest
under Section 4.01(c)(iv), (2) the Class V1-UESA Certificates in respect of interest, up to an amount equal
to the Class V1-UESA Percentage Interest of the amount distributed in respect of interest on the Class UES-B Regular
Interest under Section 4.01(c)(iv), and (3) the Class V2-UES Certificates in respect of interest, up to an
amount equal to the Class V2-UES Percentage Interest of the amount distributed in respect of interest on the Class UES-B
Regular Interest under Section 4.01(c)(iv);


 


(B)             
second, concurrently, to (1) the Class UES-B Certificates in respect of principal, up to an amount equal
to the Class UES-B Percentage Interest of the amount distributed in respect of principal on the Class UES-B Regular Interest
under Section 4.01(c)(v), (2) the Class V1-UESA Certificates in


 






     -370-


     


    

 


respect
of principal, up to an amount equal to the Class V1-UESA Percentage Interest of the amount distributed in respect of principal
on the Class UES-B Regular Interest under Section 4.01(c)(v), and (3) the Class V2-UES Certificates
in respect of principal, up to an amount equal to the Class V2-UES Percentage Interest of the amount distributed in respect
of principal on the Class UES-B Regular Interest under Section 4.01(c)(v); and


 





(C)            
third, concurrently, to (1) the Class UES-B Certificates in respect of unreimbursed Y&L Towers Realized
Losses plus interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related
Y&L Towers Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class UES-B Percentage Interest
of the amount distributed in respect of the Class UES-B Regular Interest under Section 4.01(c)(vi), (2) the
Class V1-UESA Certificates in respect of unreimbursed Realized Losses plus interest on that amount at the Pass-Through Rate
for such Regular Interest compounded monthly from the date the related Y&L Towers Realized Loss was allocated to such Regular
Interest, up to an amount equal to the Class V1-UESA Percentage Interest of the amount distributed in respect of the Class UES-B
Regular Interest under Section 4.01(c)(vi), and (3) the Class V2-UES Certificates in respect of unreimbursed
Y&L Towers Realized Losses plus interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly
from the date the related Y&L Towers Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class V2-UES
Percentage Interest of the amount distributed in respect of the Class UES-B Regular Interest under Section 4.01(c)(vi).







 


(iii)        On each Distribution Date, simultaneously with the distributions made on the Class UES-C Regular Interest under Section 4.01(c),
the aggregate amount so distributed on the Class UES-C Regular Interest on such Distribution Date shall be further distributed
by the Certificate Administrator to the Holders of the Class UES-C Certificates, the Class V1-UESA Certificates and the
Class V2-UES Certificates in the following amounts and in the following order of priority:


 


(A)            
first, concurrently, to (1) the Class UES-C Certificates in respect of interest, up to an amount equal
to the Class UES-C Percentage Interest of the amount distributed in respect of interest on the Class UES-C Regular Interest
under Section 4.01(c)(vii), (2) the Class V1-UESA Certificates in respect of interest, up to an amount equal
to the Class V1-UESA Percentage Interest of the amount distributed in respect of interest on the Class UES-C Regular
Interest under Section 4.01(c)(vii), and (3) the Class V2-UES Certificates in respect of interest, up to
an amount equal to the Class V2-UES Percentage Interest of the amount distributed in respect of interest on the Class UES-C
Regular Interest under Section 4.01(c)(vii);


 


(B)             
second, concurrently, to (1) the Class UES-C Certificates in respect of principal, up to an amount equal
to the Class UES-C Percentage Interest of the amount distributed in respect of principal on the Class UES-C Regular Interest
under Section 4.01(c)(viii), (2) the Class V1-UESA Certificates in respect of principal, up to an amount
equal to the Class V1-UESA Percentage Interest of the amount distributed in respect of principal on the Class UES-C Regular
Interest under Section 4.01(c)(viii), and (3) the Class V2-UES Certificates in respect of principal, up to
an amount equal to the Class V2-UES


 






     -371-


     


    

 


Percentage
Interest of the amount distributed in respect of principal on the Class UES-C Regular Interest under Section 4.01(c)(viii);
and


 





(C)            
third, concurrently, to (1) the Class UES-C Certificates in respect of unreimbursed Y&L Towers Realized
Losses plus interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related
Y&L Towers Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class UES-C Percentage Interest
of the amount distributed in respect of the Class UES-C Regular Interest under Section 4.01(c)(ix), (2) the Class V1-UESA
Certificates in respect of unreimbursed Y&L Towers Realized Losses plus interest on that amount at the Pass-Through Rate for
such Regular Interest compounded monthly from the date the related Y&L Towers Realized Loss was allocated to such Regular Interest,
up to an amount equal to the Class V1-UESA Percentage Interest of the amount distributed in respect of the Class UES-C
Regular Interest under Section 4.01(c)(ix), and (3) the Class V2-UES Certificates in respect of unreimbursed
Realized Losses plus interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date
the related Y&L Towers Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class V2-UES
Percentage Interest of the amount distributed in respect of the Class UES-C Regular Interest under Section 4.01(c)(ix).







 


(iv)        On each Distribution Date, simultaneously with the distributions made on the Class UES-D Regular Interest under Section 4.01(c),
the aggregate amount so distributed on the Class UES-D Regular Interest on such Distribution Date shall be further distributed
by the Certificate Administrator to the Holders of the Class UES-D Certificates, the Class V1-UESD Certificates and the
Class V2-UES Certificates in the following amounts and in the following order of priority:


 


(A)            
first, concurrently, to (1) the Class UES-D Certificates in respect of interest, up to an amount equal
to the Class UES-D Percentage Interest of the amount distributed in respect of interest on the Class UES-D Regular Interest
under Section 4.01(c)(x), (2) the Class V1-UESD Certificates in respect of interest, up to an amount equal
to the Class V1-UESD Percentage Interest of the amount distributed in respect of interest on the Class UES-D Regular
Interest under Section 4.01(c)(x), and (3) the Class V2-UES Certificates in respect of interest, up to an
amount equal to the Class V2-UES Percentage Interest of the amount distributed in respect of interest on the Class UES-D
Regular Interest under Section 4.01(c)(x);


 


(B)             
second, concurrently, to (1) the Class UES-D Certificates in respect of principal, up to an amount equal
to the Class UES-D Percentage Interest of the amount distributed in respect of principal on the Class UES-D Regular Interest
under Section 4.01(c)(xi), (2) the Class V1-UESD Certificates in respect of principal, up to an amount equal
to the Class V1-UESD Percentage Interest of the amount distributed in respect of principal on the Class UES-D Regular
Interest under Section 4.01(c)(xi), and (3) the Class V2-UES Certificates in respect of principal, up to
an amount equal to the Class V2-UES Percentage Interest of the amount distributed in respect of principal on the Class UES-C
Regular Interest under Section 4.01(c)(xi); and


 






     -372-


     


    

 





(C)            
third, concurrently, to (1) the Class UES-D Certificates in respect of unreimbursed Y&L Towers Realized
Losses plus interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related
Y&L Towers Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class UES-C Percentage Interest
of the amount distributed in respect of the Class UES-D Regular Interest under Section 4.01(c)(xii), (2) the
Class V1-UESD Certificates in respect of unreimbursed Y&L Towers Realized Losses plus interest on that amount at the Pass-Through
Rate for such Regular Interest compounded monthly from the date the related Y&L Towers Realized Loss was allocated to such
Regular Interest, up to an amount equal to the Class V1-UESD Percentage Interest of the amount distributed in respect of the
Class UES-D Regular Interest under Section 4.01(c)(xii), and (3) the Class V2-UES Certificates in respect
of unreimbursed Realized Losses plus interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly
from the date the related Y&L Towers Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class V2-UES
Percentage Interest of the amount distributed in respect of the Class UES-D Regular Interest under Section 4.01(c)(xii).







 


Any amount that remains in the
Y&L Towers Trust Subordinate Companion Loan REMIC Distribution Account on each Distribution Date after distribution of the
Trust Subordinate Companion Loan REMIC Distribution Amount, and distribution of Yield Maintenance Charges pursuant to Section 4.01(i)(iii)
shall be distributed to Holders of the Class R Certificates in respect of the Class UES-R Interest (but only to the extent of Y&L
Towers Trust Subordinate Companion Loan Available Funds for such Distribution Date remaining in the Y&L Towers Trust Subordinate
Companion Loan REMIC Distribution Account, if any).


 


(f)          Amounts distributed on the Standard Highline Loan-Specific Regular Interests pursuant to Section 4.01(d) shall
be further distributed from the Regular Interest Distribution Account to the Holders of the Standard Highline Loan-Specific Certificates
as set forth below:


 


(i)          On each Distribution Date, simultaneously with the distributions made on the Class STN-A and Class STN-X Regular Interests
under Section 4.01(d), the aggregate amount so distributed on the Class STN-A Regular Interest on such Distribution
Date shall be further distributed by the Certificate Administrator to the Holders of the Class STN-A Certificates, the Class V1-STNA
Certificates and the Class V2-STN Certificates in the following amounts and in the following order of priority:


 


(A)            
first, concurrently, to (1) the Class STN-A Certificates in respect of interest, up to an amount equal to the
Class STN-A Percentage Interest of the amount distributed in respect of interest on the Class STN-A Regular Interest under Section 4.01(d)(i),
(2) the Class STN-X Certificates in respect of interest, up to an amount equal to the Class STN-X Percentage Interest of the amount
distributed in respect of interest on the Class STN-X Regular Interest under Section 4.01(d)(i), (3)  the Class V1-STNA
Certificates in respect of interest, up to an amount equal to the Class V1-STNA Percentage Interest of the amount distributed
in respect of interest on the Class STN-A and Class STN-X Regular Interests under Section 4.01(d)(i), and (4) the
Class V2-STN Certificates in respect of interest, up to an amount equal to the Class V2-STN Percentage Interest of the amount distributed
in respect of interest on the Class STN-A and Class STN-X Regular Interests under Section 4.01(d)(i);


 






     -373-


     


    

 


(B)             
second, concurrently, to (1) the Class STN-A Certificates in respect of principal, up to an amount equal to
the Class STN-A Percentage Interest of the amount distributed in respect of principal on the Class A-1 Regular Interest under
Section 4.01(d)(ii), (2) the Class V1-STNA Certificates in respect of principal, up to an amount equal to
the Class V1-STNA Percentage Interest of the amount distributed in respect of principal on the Class STN-A Regular Interest
under Section 4.01(d)(ii), and (3) the Class V2-STN Certificates in respect of principal, up to an amount equal
to the Class V2-STN Percentage Interest of the amount distributed in respect of principal on the Class STN-A Regular Interest under
Section 4.01(d)(ii); and


 





(C)            
third, concurrently, to (1) the Class STN-A Certificates in respect of unreimbursed Standard Highline Realized
Losses plus interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related
Standard Highline Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class STN-A Percentage Interest
of the amount distributed in respect of the Class STN-A Regular Interest under Section 4.01(d)(iii), (2) the Class
STN-A Certificates in respect of unreimbursed Standard Highline Realized Losses plus interest on that amount at the Pass-Through
Rate for such Regular Interest compounded monthly from the date the related Standard Highline Realized Loss was allocated to such
Regular Interest, up to an amount equal to the Class V1-STNA Percentage Interest of the amount distributed in respect of the
Class STN-A Regular Interest under Section 4.01(d)(iii), and (3) the Class V2-STN Certificates in respect of unreimbursed
Realized Losses plus interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date
the related Standard Highline Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class V2-STN Percentage
Interest of the amount distributed in respect of the Class STN-A Regular Interest under Section 4.01(d)(iii).







 


(ii)         On each Distribution Date, simultaneously with the distributions made on the Class STN-B Regular Interest under Section 4.01(d),
the aggregate amount so distributed on the Class STN-B Regular Interest on such Distribution Date shall be further distributed
by the Certificate Administrator to the Holders of the Class STN-B Certificates, the Class V1-STNA Certificates and the Class
V2-STN Certificates in the following amounts and in the following order of priority:


 


(A)            
first, concurrently, to (1) the Class STN-B Certificates in respect of interest, up to an amount equal
to the Class STN-B Percentage Interest of the amount distributed in respect of interest on the Class STN-B Regular Interest
under Section 4.01(d)(iv), (2) the Class V1-STNA Certificates in respect of interest, up to an amount equal
to the Class V1-STNA Percentage Interest of the amount distributed in respect of interest on the Class STN-B Regular
Interest under Section 4.01(d)(iv), and (3) the Class V2-STN Certificates in respect of interest, up to an
amount equal to the Class V2-STN Percentage Interest of the amount distributed in respect of interest on the Class STN-B
Regular Interest under Section 4.01(d)(iv);


 


(B)             
second, concurrently, to (1) the Class STN-B Certificates in respect of principal, up to an amount equal to
the Class STN-B Percentage Interest of the amount distributed in respect of principal on the Class STN-B Regular Interest under
Section 4.01(d)(v), (2) the Class V1-STNA Certificates in


 






     -374-


     


    

 


respect
of principal, up to an amount equal to the Class V1-STNA Percentage Interest of the amount distributed in respect of principal
on the Class STN-B Regular Interest under Section 4.01(d)(v), and (3) the Class V2-STN Certificates in respect
of principal, up to an amount equal to the Class V2-STN Percentage Interest of the amount distributed in respect of principal
on the Class STN-B Regular Interest under Section 4.01(d)(v); and


 





(C)            
third, concurrently, to (1) the Class STN-B Certificates in respect of unreimbursed Standard Highline Realized
Losses plus interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related
Standard Highline Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class STN-B Percentage
Interest of the amount distributed in respect of the Class STN-B Regular Interest under Section 4.01(d)(vi), (2) the
Class V1-STNA Certificates in respect of unreimbursed Realized Losses plus interest on that amount at the Pass-Through Rate
for such Regular Interest compounded monthly from the date the related Standard Highline Realized Loss was allocated to such Regular
Interest, up to an amount equal to the Class V1-STNA Percentage Interest of the amount distributed in respect of the Class STN-B
Regular Interest under Section 4.01(d)(vi), and (3) the Class V2-STN Certificates in respect of unreimbursed
Standard Highline Realized Losses plus interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly
from the date the related Standard Highline Realized Loss was allocated to such Regular Interest, up to an amount equal to the
Class V2-STN Percentage Interest of the amount distributed in respect of the Class STN-B Regular Interest under Section 4.01(d)(vi).







 


(iii)        On each Distribution Date, simultaneously with the distributions made on the Class STN-C Regular Interest under Section 4.01(d),
the aggregate amount so distributed on the Class STN-C Regular Interest on such Distribution Date shall be further distributed
by the Certificate Administrator to the Holders of the Class STN-C Certificates, the Class V1-STNC Certificates and the
Class V2-STN Certificates in the following amounts and in the following order of priority:


 


(A)            
first, concurrently, to (1) the Class STN-C Certificates in respect of interest, up to an amount equal
to the Class STN-C Percentage Interest of the amount distributed in respect of interest on the Class STN-C Regular Interest
under Section 4.01(d)(vii), (2) the Class V1-STNC Certificates in respect of interest, up to an amount equal
to the Class V1-STNC Percentage Interest of the amount distributed in respect of interest on the Class STN-C Regular
Interest under Section 4.01(d)(vii), and (3) the Class V2-STN Certificates in respect of interest, up to an amount
equal to the Class V2-STN Percentage Interest of the amount distributed in respect of interest on the Class STN-C Regular
Interest under Section 4.01(d)(vii);


 


(B)             
second, concurrently, to (1) the Class STN-C Certificates in respect of principal, up to an amount equal
to the Class STN-C Percentage Interest of the amount distributed in respect of principal on the Class A-3 Regular Interest
under Section 4.01(d)(viii), (2) the Class V1-STNC Certificates in respect of principal, up to an amount equal
to the Class V1-STNC Percentage Interest of the amount distributed in respect of principal on the Class STN-C Regular
Interest under Section 4.01(d)(viii), and (3) the Class V2-STN Certificates in respect of principal, up to an
amount equal to the Class V2-STN Percentage Interest of the


 






     -375-


     


    

 


amount
distributed in respect of principal on the Class STN-C Regular Interest under Section 4.01(d)(viii); and


 





(C)            
third, concurrently, to (1) the Class STN-C Certificates in respect of unreimbursed Standard Highline Realized
Losses plus interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related
Standard Highline Realized Loss was allocated to such Regular Interest, up to an amount equal to the Class STN-C Percentage
Interest of the amount distributed in respect of the Class STN-C Regular Interest under Section 4.01(d)(ix), (2) the
Class V1-STNC Certificates in respect of unreimbursed Realized Losses plus interest on that amount at the Pass-Through Rate
for such Regular Interest compounded monthly from the date the related Standard Highline Realized Loss was allocated to such Regular
Interest, up to an amount equal to the Class V1-STNC Percentage Interest of the amount distributed in respect of the Class STN-C
Regular Interest under Section 4.01(d)(ix), and (3) the Class V2-STN Certificates in respect of unreimbursed
Standard Highline Realized Losses plus interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly
from the date the related Standard Highline Realized Loss was allocated to such Regular Interest, up to an amount equal to the
Class V2-STN Percentage Interest of the amount distributed in respect of the Class STN-C Regular Interest under Section 4.01(d)(ix).







 


Any amount that remains in the
Standard Highline Trust Subordinate Companion Loan REMIC Distribution Account on each Distribution Date after distribution of the
Standard Highline Trust Subordinate Companion Loan REMIC Distribution Amount, and distribution of Yield Maintenance Charges pursuant
to Section 4.01(i)(iii) shall be distributed to Holders of the Class R Certificates in respect of the Class STN-R Interest
(but only to the extent of the Standard Highline Trust Subordinate Companion Loan Available Funds for such Distribution Date remaining
in the Standard Highline Trust Subordinate Companion Loan REMIC Distribution Account, if any).


 


(g)            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 Corresponding Regular Interest as provided in Section 4.01(a), Section 4.01(c),
Section 4.01(d), Section 4.01(h) and Section 4.01(m) 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 Corresponding Regular
Interest. 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 Corresponding Regular Interest plus a pro rata
portion of the Interest Distribution Amount in respect of (i) in the case of the Class LA-1, Class LA-2, Class LA-3,
Class LA-4, Class LA-5, Class LA-SB and Class LA-S Uncertificated Interests, the Class X-A Regular Interest, (ii) in
the case of the Class LB Uncertificated Interest, the Class X-B Regular Interest and (iii) in the case of the Class LE
Uncertificated Interest, the Class X-E Regular Interest, in each case, computed based on an interest rate equal to the excess of
the WAC Rate over the Pass-Through Rate of the Corresponding Regular Interest 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), Section 4.01(c)
or Section 4.01(d), as applicable. 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.


 






     -376-


     


    

 






As of any date, the principal
balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Corresponding Regular Interest with respect
thereto, as adjusted for the allocation of Realized Losses, as provided in Sections 4.04(b) and 4.04(c). The initial
principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal Amount. The pass-through
rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth in the Preliminary Statement
hereto.


 


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


 


On each Distribution
Date, each Y&L Towers Trust Subordinate Companion Loan REMIC Regular Interest shall be deemed to receive distributions in respect
of principal or reimbursement of Y&L Towers Realized Loss in an amount equal to the amount of principal or reimbursement of
Y&L Towers Realized Loss actually distributable to the Holders of the respective Related Certificates as provided in Section
4.01(c), Section 4.01(e), and Section 4.01(m) such that at all times the Lower-Tier Principal Amount of each
Class of Y&L Towers Trust Subordinate Companion Loan REMIC Regular Interest is equal to the Certificate Balance of the Class
of Corresponding Regular Interests. On each Distribution Date, each Y&L Towers Trust Subordinate Companion Loan REMIC 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 Corresponding Regular Interests, in each case to the extent actually distributable thereon as provided in this
Section 4.01(g) and Section 4.01(i), as applicable. Amounts distributable pursuant to this paragraph are referred
to herein collectively as the “Y&L Towers Trust Subordinate Companion Loan REMIC Distribution Amount” and
shall be made by the Certificate Administrator by deeming such Y&L Towers Trust Subordinate Companion Loan REMIC Distribution
Amount to be withdrawn from the Y&L Towers Trust Subordinate Companion Loan REMIC Distribution Account to be deposited in the
Upper-Tier REMIC Distribution Account.


 


As of any date, the principal
balance of each Y&L Towers Trust Subordinate Companion Loan REMIC Regular Interest shall equal the Certificate Balance of the
Corresponding Regular Interests with respect thereto, as adjusted for the allocation of Y&L Towers Realized Losses, as provided
in Sections 4.04(b) and 4.04(c). The initial principal balance of each Y&L Towers Trust Subordinate Companion
Loan REMIC Regular Interest shall equal the respective Original Lower-Tier Principal Amount. The pass-through rate with respect
to each Y&L Towers Trust Subordinate Companion Loan REMIC Regular Interest shall be the rate per annum set forth in the Preliminary
Statement hereto.


 


Any amount that remains
in the Y&L Towers Trust Subordinate Companion Loan REMIC Distribution Account on each Distribution Date after distribution
of the Y&L Towers Trust Subordinate Companion Loan REMIC Distribution Amount, and distribution of Yield Maintenance Charges
pursuant to Section 4.01(i)(iii) shall be distributed to Holders of the Class R Certificates in respect of the Class UES-R
Interest (but only to the extent of Y&L Towers


 



     -377-


     


    

 


Trust Subordinate Companion Loan Available Funds for such Distribution Date
remaining in the Y&L Towers Trust Subordinate Companion Loan REMIC Distribution Account, if any).


 


On each Distribution
Date, each Standard Highline Trust Subordinate Companion Loan REMIC Regular Interest shall be deemed to receive distributions in
respect of principal or reimbursement of Standard Highline Realized Loss in an amount equal to the amount of principal or reimbursement
of Standard Highline Realized Loss actually distributable to the Holders of the respective Related Certificates as provided in
Section 4.01(d), Section 4.01(f) and Section 4.01(m) such that at all times the Lower-Tier Principal Amount
of each Class of Standard Highline Trust Subordinate Companion Loan REMIC Regular Interest is equal to the Certificate Balance
of the Class of Corresponding Regular Interests. On each Distribution Date, each Standard Highline Trust Subordinate Companion
Loan REMIC 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 Corresponding Regular Interests, in each case to the extent actually distributable thereon
as provided in this Section 4.01(g) and Section 4.01(i), as applicable. Amounts distributable pursuant to this paragraph
are referred to herein collectively as the “Standard Highline Trust Subordinate Companion Loan REMIC Distribution Amount”
and shall be made by the Certificate Administrator by deeming such Standard Highline Trust Subordinate Companion Loan REMIC Distribution
Amount to be withdrawn from the Standard Highline Trust Subordinate Companion Loan REMIC Distribution Account to be deposited in
the Upper-Tier REMIC Distribution Account.


 


As of any date, the principal
balance of each Standard Highline Trust Subordinate Companion Loan REMIC Regular Interest shall equal the Certificate Balance of
the Corresponding Regular Interests with respect thereto, as adjusted for the allocation of Standard Highline Realized Losses,
as provided in Section 4.04(b) and Section 4.04(c). The initial principal balance of each Standard Highline Trust
Subordinate Companion Loan REMIC Regular Interest shall equal the respective Original Lower-Tier Principal Amount. The pass-through
rate with respect to each Standard Highline Trust Subordinate Companion Loan REMIC Regular Interest shall be the rate per annum
set forth in the Preliminary Statement hereto.


 


Any amount that remains
in the Standard Highline Trust Subordinate Companion Loan REMIC Distribution Account on each Distribution Date after distribution
of the Standard Highline Trust Subordinate Companion Loan REMIC Distribution Amount, and distribution of Yield Maintenance Charges
pursuant to Section 4.01(i)(iii) shall be distributed to Holders of the Class R Certificates in respect of the Class STN-R
Interest (but only to the extent of Standard Highline Trust Subordinate Companion Loan Available Funds for such Distribution Date
remaining in the Standard Highline Trust Subordinate Companion Loan REMIC Distribution Account, if any).


 


(h)       While
the Certificate Balance of any Class of Regular Interest 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).


 


(i)         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


 



     -378-


     


    

 


Loan, REO Loan or Trust Subordinate Companion Loan during the related Collection Period, in each case
net of any Liquidation Fees payable therefrom, shall be distributable as follows: if, during any particular Collection Period,
any Yield Maintenance Charge is collected and allocable with respect to any Mortgage Loan, then on the Distribution Date corresponding
to that Collection Period, the Certificate Administrator shall pay that Yield Maintenance Charge in the following manner: (a) pro
rata, between (i) the group (the “YM Group A”) of Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-SB, Class X-A and Class A-S Regular Interests, and (ii) the group (the “YM Group B” and collectively
with the YM Group A, the “YM Groups”) of Class X-B, Class B, Class C and Class D Regular Interests, based upon
the aggregate amount of principal distributed to the Classes of Pooled Regular Interests in each YM Group on such Distribution
Date; and (b) as among the respective Classes of Pooled Regular Interests 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 Pooled Regular
Interests (other than Class X Regular Interests) 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 Regular Interests on such Distribution Date and whose denominator is the total amount
of principal distributed to all of the Pooled Regular Interests (other than Class X Regular Interests) in such YM Group on such
Distribution Date, (y) the Base Interest Fraction for the related principal prepayment with respect to such Class of Pooled Regular
Interests, 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 Pooled Regular
Interests in such YM Group, in the case of amounts distributable to YM Group A, to the Class X-A Regular Interest and in the case
of amounts distributable to YM Group B, to the Class X-B Regular Interest. Any Yield Maintenance Charges received and allocable
with respect to a Trust Subordinate Companion Loan shall be distributed to the related Loan-Specific Regular Interests.


 


For purposes of the first
paragraph of this Section 4.01(i), the relevant “Base Interest Fraction” in connection with any Principal
Prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge, and with respect to any principal
prepayment on any Mortgage Loan and with respect to any Class of Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB,
Class A-S, Class B, Class C and Class D Regular Interests 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 Regular Interests 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


 



     -379-


     


    

 


Mortgage Loan provides for a step-up in the Mortgage Rate, then
the Mortgage Rate used in the determination of the Base Interest Fraction shall be the Mortgage Rate in effect at the time of the
prepayment.


 


For purposes of the preceding
paragraph, the relevant “Discount Rate” in connection with any Yield Maintenance Charge collected on any prepaid
Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate per annum equal to (i) if a discount
rate was used in the calculation of the applicable Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan
or REO Loan, as the case may be, such discount rate (as reported by the Master Servicer), converted (if necessary) to a monthly
equivalent yield, or (ii) if a discount rate was not used in the calculation of the applicable Yield Maintenance Charge pursuant
to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, the yield calculated by the linear interpolation of
the yields (as reported under the heading “U.S. Government Securities/Treasury Constant Maturities” in Federal Reserve
Statistical Release H.15 (519) published by the Federal Reserve Board for the week most recently ended before the date of the relevant
prepayment (or deemed prepayment) of U.S. Treasury constant maturities with a maturity date, one longer and one shorter, most nearly
approximating the related Stated Maturity Date (in the case of a Mortgage Loan or REO Loan that is not related to an ARD Loan)
or the related Anticipated Repayment Date (in the case of a Mortgage Loan or REO Loan that is related to an ARD Loan)), such interpolated
yield converted to a monthly equivalent yield. If Federal Reserve Statistical Release H.15 (519) is no longer published, the Master
Servicer shall select a comparable publication as the source of the applicable yields of U.S. Treasury constant maturities, and
the Master Servicer shall incur no liability with respect thereto.


 


(i)       No
Yield Maintenance Charge shall be distributed to the Holders of the Class E Regular Interest, Class F Regular Interest, Class NR
Regular Interest, Class R Certificates or Class Z Certificates. After the Certificate Balances and Notional Amounts of the Class
A-1 Regular Interest, Class A-2 Regular Interest, Class A-3 Regular Interest, Class A-4 Regular Interest, Class A-5 Regular Interest,
Class A-SB Regular Interest, Class X-A Regular Interest, Class X-B Regular Interest, Class A-S Regular Interest, Class B Regular
Interest, Class C Regular Interest and Class D Regular Interest have been reduced to zero, Yield Maintenance Charges with respect
to the Mortgage Loans shall be distributed to the Holder of the Class X-B Regular Interest.


 


(ii)      All
distributions of Yield Maintenance Charges made (i) in respect of the respective Classes of Pooled Regular Interests on each Distribution
Date pursuant to Section 4.01(i) shall first be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier REMIC
in respect of the Lower-Tier Regular Interests, pro rata based upon the amount of principal distributed in respect of each
such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(i) above; (ii) in respect
of the Y&L Towers Loan-Specific Certificates on each Distribution Date pursuant to Section 4.01(i) shall first be deemed
to be distributed from the Y&L Towers Trust Subordinate Companion Loan REMIC Distribution Account to the Upper-Tier REMIC in
respect of the Y&L Towers Companion Loan REMIC Regular Interests, pro rata based on the amount of principal distributed
in respect of each such Class of Y&L Towers Companion Loan REMIC Regular Interests for such Distribution Date pursuant to Section
4.01(i) and (iii) in respect of the Standard Highline Loan-Specific Certificates on


 



     -380-


     


    

 


each Distribution Date pursuant to Section
4.01(i) shall first be deemed to be distributed from the Standard Highline Trust Subordinate Companion Loan REMIC Distribution
Account to the Upper-Tier REMIC in respect of the Standard Highline Companion Loan REMIC Regular Interests, pro rata based
on the amount of principal distributed in respect of each such Class of the Standard Highline Companion Loan REMIC Regular Interests
for such Distribution Date pursuant to Section 4.01(i).


 


(iii)     On
each Distribution Date, any Yield Maintenance Charges payable in respect of the Yorkshire & Lexington Towers Whole Loan
and received during the related Collection Period and allocable in respect of the Y&L Towers Trust Subordinate Companion
Loan pursuant to the Y&L Towers Intercreditor Agreement shall be distributed to the Y&L Towers Loan-Specific
Certificates by the Certificate Administrator in the following manner: (i) first, to the holders of the Class UES-A, Class
UES-B, Class UES-C and Class UES-D Certificates in an amount equal to the product of (x) a fraction whose numerator is the
amount of principal distributed to such class of Y&L Towers Loan-Specific Certificates on such Distribution Date and
whose denominator is the total amount of principal distributed to the holders of the Class UES-A, Class UES-B, Class UES-C
and Class UES-D Certificates on such Distribution Date, (y) the Y&L Towers Base Interest Fraction for the related
principal prepayment and such class of Y&L Towers Loan-Specific Certificates and (z) the aggregate amount of such Yield
Maintenance Charges allocated to the Y&L Towers Trust Subordinate Companion Loan and (ii) then, the portion of such yield
maintenance charge remaining after such distributions to the Class UES-A, Class UES-B, Class UES-C and Class
UES-D Certificates, to the holders of the Class UES-X Certificates. If there is more than one Class of Y&L Towers Loan-Specific
Certificates entitled to distributions of principal on any particular Distribution Date on which Yield Maintenance Charges
are distributable to such Class(es) of Certificates, the aggregate amount of such Yield Maintenance Charges will be allocated
among all such Classes of Y&L Towers Loan-Specific Certificates up to, and on a pro rata basis in accordance with,
their respective entitlements in those Yield Maintenance Charges in accordance with the first sentence of this paragraph. If
any Yield Maintenance Charges remain undistributed after the distributions referred to above have been made, such
remaining amounts will be distributed to the Holders of the Class UES-A, Class UES-B, Class UES-C and Class UES-D
Certificates pro rata, based upon the principal distributions allocated to such Classes for such period.


 


(iv)    On
each Distribution Date, any Yield Maintenance Charges payable in respect of The Standard Highline NYC Whole Loan and
received during the related Collection Period and allocable in respect of the Standard Highline Trust Subordinate Companion
Loan pursuant to the Standard Highline Intercreditor Agreement shall be distributed to the Standard Highline
Loan-Specific Certificates by the Certificate Administrator in the following manner: (i) first, to the holders of the Class
STN-A, Class STN-B and Class STN-C Certificates in an amount equal to the product of (x) a fraction whose numerator is the
amount of principal distributed to such class of the Standard Highline Loan-Specific Certificates on such Distribution Date
and whose denominator is the total amount of principal distributed to the holders of the Class STN-A, Class STN-B and Class
STN-C Certificates on such Distribution Date, (y) the Standard Highline Base Interest Fraction for the related principal
prepayment and such class of the Standard Highline Loan-Specific Certificates and (z) the aggregate amount of such Yield
Maintenance Charges allocated to the Standard Highline Trust Subordinate


 






     -381-


     


    

 


Companion Loan and (ii)
then, the portion of such yield maintenance charge remaining after such distributions to the Class STN-A, Class STN-B and
Class STN-C Certificates, to the holders of the Class STN-X Certificates. If there is more than one Class of the Standard Highline
Loan-Specific Certificates entitled to distributions of principal on any particular Distribution Date on which Yield
Maintenance Charges are distributable to such Class(es) of Certificates, the aggregate amount of such Yield Maintenance
Charges will be allocated among all such Classes of the Standard Highline Loan-Specific Certificates up to, and on a pro
rata basis in accordance with, their respective entitlements in those Yield Maintenance Charges in accordance with the
first sentence of this paragraph. If any Yield Maintenance Charges remain undistributed after the distributions referred to
above have been made, such remaining amounts will be distributed to the Holders of the Class STN-A, Class STN-B and Class
STN-C Certificates pro rata, based upon the principal distributions allocated to such Classes for such period.


 


   On each Distribution
Date, any Yield Maintenance Charges or Prepayment Premiums distributed in respect of:


 


(i)         the
Class A-1 Regular Interest shall be further allocated between and distributed on the Class A-1 Certificates, the Class V1-A Certificates
and the Class V2-A Certificates, pro rata in proportion to the Class A-1 Percentage Interest, the Class V1-A Percentage
Interest and the Class V2-A Percentage Interest, respectively;


 


(ii)        the
Class A-2 Regular Interest shall be further allocated between and distributed on the Class A-2 Certificates, Class V1-A Certificates
and the Class V2-A Certificates, pro rata in proportion to the Class A-2 Percentage Interest, the Class V1-A Percentage
Interest and the Class V2-A Percentage Interest, respectively;


 


(iii)       the
Class A-SB Regular Interest shall be further allocated between and distributed on the Class A-SB Certificates, Class V1-A Certificates
and the Class V2-A Certificates, pro rata in proportion to the Class A-SB Percentage Interest, the Class V1-A Percentage
Interest and the Class V2-A Percentage Interest, respectively;


 


(iv)       the
Class A-3 Regular Interest shall be further allocated between and distributed on the Class A-3 Certificates, Class V1-A Certificates
and the Class V2-A Certificates, pro rata in proportion to the Class A-3 Percentage Interest, the Class V1-A Percentage
Interest and the Class V2-A Percentage Interest, respectively;


 


(v)        the
Class A-4 Regular Interest shall be further allocated between and distributed on the Class A-4 Certificates, Class V1-A Certificates
and the Class V2-A Certificates, pro rata in proportion to the Class A-4 Percentage Interest, the Class V1-A Percentage
Interest and the Class V2-A Percentage Interest, respectively;


 


(vi)       the
Class A-5 Regular Interest shall be further allocated between and distributed on the Class A-5 Certificates, Class V1-A Certificates
and the Class V2-A Certificates, pro rata in proportion to the Class A-5 Percentage Interest, the Class V1-A Percentage
Interest and the Class V2-A Percentage Interest, respectively;


 


(vii)      the
Class X-A Regular Interest shall be further allocated between and distributed on the Class X-A Certificates, Class V1-A Certificates
and the Class V2-A


 






     -382-


     


    

 


Certificates, pro rata in proportion to the Class X-A Percentage Interest, the Class V1-A Percentage
Interest and the Class V2-A Percentage Interest, respectively;


 


(viii)     the
Class A-S Regular Interest shall be further allocated between and distributed on the Class A-S Certificates, Class V1-A Certificates
and the Class V2-A Certificates, pro rata in proportion to the Class A-S Percentage Interest, the Class V1-A Percentage
Interest and the Class V2-A Percentage Interest, respectively;


 


(ix)        the
Class X-B Regular Interest shall be further allocated between and distributed on the Class X-B Certificates, the Class V1-B Certificates
and the Class V2-A Certificates, pro rata in proportion to the Class X-B Percentage Interest, the Class V1-B Percentage
Interest and the Class V2-A Percentage Interest, respectively;


 


(x)         the
Class B Regular Interest shall be further allocated between and distributed on the Class B Certificates, the Class V1-B Certificates
and the Class V2-A Certificates, pro rata in proportion to the Class B Percentage Interest, the Class V1-B Percentage Interest
and the Class V2-A Percentage Interest, respectively;


 


(xi)        the
Class C Regular Interest shall be further allocated between and distributed on the Class C Certificates, the Class V1-B Certificates
and the Class V2-A Certificates, pro rata in proportion to the Class C Percentage Interest, the Class V1-B Percentage Interest
and the Class V2-A Percentage Interest, respectively;


 


(xii)       the
Class D Regular Interest shall be further allocated between and distributed on the Class D Certificates, the Class V1-D Certificates
and the Class V2-A Certificates, pro rata in proportion to the Class D Percentage Interest, the Class V1-D Percentage Interest
and the Class V2-A Percentage Interest, respectively;


 


(xiii)      the
Class UES-A Regular Interest shall be further allocated between and distributed on the Class UES-A Certificates, the Class V1-UESA
Certificates and the Class V2-UES Certificates, pro rata in proportion to the Class UES-A Percentage Interest, the Class
V1-UESA Percentage Interest and the Class V2-UES Percentage Interest, respectively;


 


(xiv)     the
Class UES-B Regular Interest shall be further allocated between and distributed on the Class UES-B Certificates, the Class V1-UESA
Certificates and the Class V2-UES Certificates, pro rata in proportion to the Class UES-B Percentage Interest, the Class
V1-UESA Percentage Interest and the Class V2-UES Percentage Interest, respectively;


 


(xv)      the
Class UES-C Regular Interest shall be further allocated between and distributed on the Class UES-C Certificates, the Class V1-UESA
Certificates and the Class V2-UES Certificates, pro rata in proportion to the Class UES-C Percentage Interest, the Class
V1-UESA Percentage Interest and the Class V2-UES Percentage Interest, respectively;


 


(xvi)     the
Class UES-D Regular Interest shall be further allocated between and distributed on the Class UES-D Certificates, the Class V1-UESD
Certificates and the


 






     -383-


     


    

 


Class V2-UES Certificates, pro rata in proportion to the Class UES-D Percentage Interest, the Class
V1-UESD Percentage Interest and the Class V2-UES Percentage Interest, respectively;


 


(xvii)    the
Class STN-A Regular Interest shall be further allocated between and distributed on the Class STN-A Certificates, the Class V1-STNA
Certificates and the Class V2-STN Certificates, pro rata in proportion to the Class STN-A Percentage Interest, the Class
V1-STNA Percentage Interest and the Class V2-STN Percentage Interest, respectively;


 


(xviii)   the
Class STN-B Regular Interest shall be further allocated between and distributed on the Class STN-B Certificates, the Class V1-STNA
Certificates and the Class V2-STN Certificates, pro rata in proportion to the Class STN-B Percentage Interest, the Class
V1-STNA Percentage Interest and the Class V2-STN Percentage Interest, respectively; and


 


(xix)      the
Class STN-C Regular Interest shall be further allocated between and distributed on the Class STN-C Certificates, the Class V1-STNC
Certificates and the Class V2-STN Certificates, pro rata in proportion to the Class STN-C Percentage Interest, the Class
V1-STNC Percentage Interest and the Class V2-STN Percentage Interest, respectively.


 


(j)            the
Class STN-C Regular Interest shall be further allocated between and distributed on the Class STN-C Certificates, the Class V1-STNC
Certificates and the Class V2-STN Certificates, pro rata in proportion to the Class STN-C Percentage Interest, the Class
V1-STNC Percentage Interest and the Class V2-STN Percentage Interest, respectively. On each Distribution Date, the Certificate
Administrator shall determine if there will be any shortfalls in interest or principal to any Class of Regular Interest that would
occur on such Distribution Date without the inclusion of the Gain-on-Sale Remittance Amount in the definition of “Pooled
Available Funds”, “Y&L Towers Trust Subordinate Companion Loan Available Funds” or “Standard Highline
Trust Subordinate Companion Loan Available Funds”, as applicable, and shall remit all amounts on deposit in the Gain-on-Sale
Reserve Account to the Collection Account (or, with respect to the Loan-Specific Certificates, the related sub-account created
pursuant to Section 3.04(b) for the related Whole Loan) 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.


 


(k)          All
distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among
the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided
in Sections 4.01(l), 4.01(m) and 9.01, all such distributions with respect to each Class on each Distribution
Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record Date
and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator with
written wiring instructions no less than five (5) Business Days prior to the


 



     -384-


     


    

 


related Record Date (which wiring instructions may
be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible
future reimbursement of Realized Losses previously allocated to such Certificate) will be made in like manner, but only upon presentation
and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution.


 


Each distribution with
respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures.
Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents
and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”)
for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents.
None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer, the Special
Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement or applicable
law.


 


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


 


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


 


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


 


Any funds not distributed to any Holder
or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their
Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(l)
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


 



     -385-


     


    

 


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(l).


 


(m)         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), Section 4.01(b), Section 4.01(c), Section 4.01(d) or Section 4.01(g), 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(l) as if such Holder had failed to surrender its
Certificates.


 


(n)          On
each Distribution Date, any Excess Interest received during the related Collection Period with respect to the Mortgage Loans shall
be distributed to the Holders of the Class V1-Z, Class V2-Z and Class Z Certificates from the Excess Interest Distribution Account.
Excess Interest will not be available to pay any other amounts except for distributions on Class V1-Z, Class V2-Z and Class Z Certificates
as set forth in the prior sentence.


 


(o)          On
the Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals
and payments from the Companion Distribution Account for each Serviced Companion Loan in the following order of priority:


 


(i)         to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Companion Distribution Account not required to be
deposited therein;


 


(ii)        to
the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or the
Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or
reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced Whole
Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related Intercreditor
Agreement;


 






     -386-


     


    




 


(iii)       to
pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and


 


(iv)       to
clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All distributions from
the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder
by wire transfer in immediately available funds on the Serviced Whole Loan Remittance Date to the account of such Companion Holder
or an agent therefor appearing on the Companion Register on the related Record Date (or, if no such account so appears or information
relating thereto is not provided at least five Business Days prior to the related Record Date, by check sent by first class mail
to the address of such Companion Holder or its agent appearing on the Companion Register). Any such account shall be located at
a commercial bank in the United States.


 


On the final Master Servicer
Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who
shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and
that were transferred from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Master Servicer
Remittance Date.


 


(p)          [Reserved].


 


(q)          [Reserved].


 


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 and the Trust Subordinate Companion 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








     -387-


     


    

 


Collection Period for such Determination Date together
with detailed calculations of servicing compensation paid to the Master Servicer and the Special Servicer;


 


(iv)       the
aggregate Stated Principal Balance of the Mortgage Loans, the Trust Subordinate Companion Loans and any REO Loans, with respect
to the pool of Mortgage Loans and the Trust Subordinate Companion 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 and the Trust Subordinate Companion Loans, with respect to the pool of Mortgage Loans and the Trust Subordinate
Companion 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 and the Trust Subordinate Companion Loans (A) delinquent 30-59 days,
(B) delinquent 60-89 days, (C) delinquent 90 days to 119 days (and for each thirty (30) day period thereafter until liquidation),
(D) current but specially serviced or in foreclosure but not an REO Property and (E) for which the related Mortgagor is subject
to oversight by a bankruptcy court;


 


(viii)     the
value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included in the Trust
Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most recent
Appraisal or valuation;


 


(ix)        the
Pooled Available Funds, Y&L Towers Trust Subordinate Companion Loan Available Funds and Standard Highline Trust Subordinate
Companion Loan Available Funds for such Distribution Date;


 


(x)         the
Interest Distribution Amount, Interest Accrual Amount and Interest Shortfall in respect of each Class of Regular Interests 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 Regular Interests;


 


(xi)        the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates allocable to (A) Yield Maintenance
Charges and (B) in the case of the Class V1-Z, Class V2-Z and Class Z Certificates, any Excess Interest;


 


(xii)       the
Pass-Through Rate for each Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiii)      the
Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with respect
to the pool of Mortgage Loans and the Trust Subordinate Companion Loans;


 






     -388-


     


    




 


(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 Pooled Realized Loss,
Y&L Towers Realized Loss or Standard Highline Realized Loss, as applicable, on such Distribution Date and the aggregate amount
of all reductions as a result of allocations of Pooled Realized Losses, Y&L Towers Realized Losses or Standard Highline Realized
Losses or the related Loan-Specific Certificates, as applicable, to date;


 


(xv)      the
Certificate Factor for each Class of Certificates (other than the Class Z and Class R Certificates) immediately following such
Distribution Date;


 


(xvi)     the
amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount allocable
to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan basis;


 


(xvii)    the
current Controlling Class;


 


(xviii)   the
number and related Stated Principal Balance of any Mortgage Loans or Trust Subordinate Companion 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 or Trust Subordinate Companion 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 or Trust Subordinate Companion 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), Section 4.01(d) and Section 4.01(g);


 


(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, Y&L Towers Realized Loss or Standard Highline Realized Loss;


 


(xxiv)    the
aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination Date,
with respect to the pool of Mortgage Loans;


 






     -389-


     


    




 


(xxv)     with
respect to any Mortgage Loan or Trust Subordinate Companion 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)(i) the amount of any Pooled Realized Loss allocated to the Pooled Principal Balance Certificates in connection with such
Liquidation Event or (ii) the amount of any Y&L Towers Realized Loss or Standard Highline Realized Loss allocated to the related
Loan-Specific Certificates;


 


(xxvi)    with
respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included
in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments or recoveries
with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the loan number
of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with that
determination (separately identifying the portion thereof allocable to distributions on the Certificates) and (C)(i) the amount
of any Pooled Realized Loss allocated to the Pooled Principal Balance Certificates in respect of the related REO Loan in connection
with the determination or (ii) the amount of any Y&L Towers Realized Loss or Standard Highline Realized Loss allocated to the
related Loan-Specific Certificates 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 and the Trust Subordinate Companion 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 or Trust Subordinate Companion 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;






     -390-


     


    




 


(xxxiii)  an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its affiliates with respect
to the related Distribution Date, which information will be provided to the Certificate Administrator by the Master Servicer; and


 


(xxxiv)  the
amount of any Excess Interest actually received.


 


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv) and
(xxxiv) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable
Class and per Definitive Certificate.


 


The Certificate Administrator
has not obtained and shall not be deemed to have obtained actual knowledge of any information by virtue of its receipt from another
party for the purposes of posting of such information to the Certificate Administrator’s Website or by its filing of information,
including but not limited to EDGAR pursuant to this Agreement.


 


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during
the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and (ii)
above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which person was a Certificateholder,
together with such other information as the Certificate Administrator deems necessary or desirable, or that a Certificateholder
or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns for such calendar year. Such
obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Certificate Administrator pursuant to any requirements of the Code as from time to time are
in force.


 


Upon receipt of a summary
of any Asset Review Report from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b)
the Certificate Administrator shall include such summary in Item 1B on the Form 10-D for such period in which the Asset Review
Report was delivered.


 


(b)          [Reserved].


 


(c)          Each
of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information available as provided herein) any reports or other information
the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Certificate Administrator,
the Master Servicer or the Special Servicer, as applicable, with an Investor Certification or has executed a “click-through”
confidentiality agreement in accordance with Section 3.13 hereof (which may be a licensed or registered investment advisor)
to the extent such action does not conflict with the terms of this Agreement (including without limitation, any requirements to
keep Privileged Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the
availability of such information or reports on the Internet or similar electronic media shall not be deemed to satisfy any specific
delivery requirements in this Agreement except


 



     -391-


     


    

 


as set forth herein. In connection with providing access to the Master Servicer’s
or Special Servicer’s Internet website, the Master Servicer or the Special Servicer, as applicable, shall take reasonable
measures to ensure that only such parties listed above may access such information including, without limitation, requiring registration,
a confidentiality agreement and acceptance of a disclaimer. The Master Servicer or the Special Servicer, as applicable, shall not
be liable for dissemination of this information in accordance with this Agreement, and neither the Master Servicer nor the Special
Servicer shall be responsible for any information delivered, produced, or made available pursuant to Section 3.13 and 4.02(c),
other than information produced by the Master Servicer or the Special Servicer, as applicable; provided that such information
otherwise meets the requirements set forth herein with respect to the form and substance of such information or reports. The Master
Servicer shall be entitled to attach to any report provided pursuant to this subsection, any reasonable disclaimer with respect
to information provided, or any assumptions required to be made by such report.


 


The Special Servicer
shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with
such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary for the Master
Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate Administrator.
Neither the Certificate Administrator nor the Depositor shall have any obligation to recompute, verify or recalculate the information
provided thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report or file received
from the Master Servicer contains erroneous information, the Certificate Administrator is authorized to rely thereon in calculating
and making distributions to Certificateholders in accordance with Section 4.01, preparing the Distribution Date Statement
required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance with Section 4.04.


 


Notwithstanding the foregoing,
the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed pursuant
to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c) or of Section
4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief
of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage
Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged Properties. The Master
Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable
discretion (without suggesting liability on the part of any other party hereto).


 


(d)          Upon
the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate Administrator
as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A under the Securities
Act. Neither the Certificate Registrar, nor


 



     -392-


     


    

 


the Certificate Administrator shall have any responsibility for the sufficiency under
Rule 144A or any other securities laws of any available information so furnished to any person including any prospective purchaser
of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished which was prepared or
delivered to them by another.


 


(e)          The
information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)           Upon
the reasonable request of the Directing Holder or any Controlling Class Certificateholder that, in either case, is an Excluded
Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the Master Servicer’s (in the
case of a Non-Specially Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced Loan) reasonable satisfaction
(at the expense of the Directing Holder or such Controlling Class Certificateholder) and if such information is in the Master Servicer’s
or the Special Servicer’s possession, as applicable, the Master Servicer or the Special Servicer, shall provide or make available
(or forward electronically) to the Directing Holder or such Controlling Class Certificateholder, as applicable, (at the expense
of the Directing Holder or such Controlling Class Certificateholder, as applicable) any Excluded Information (available to Privileged
Persons through the Certificate Administrator’s Website but not accessible to the Directing Holder or such Controlling Class
Certificateholder on account of it constituting Excluded Information, as applicable, through the Certificate Administrator’s
Website because the Directing Holder or such Controlling Class Certificateholder, as applicable, is an Excluded Controlling Class
Holder with respect to another Excluded Controlling Class Loan) relating to any Excluded Controlling Class Loan with respect to
which the Directing Holder or such Controlling Class Certificateholder, as applicable, is not a Borrower Party; provided
that, in connection therewith, the Master Servicer or the Special Servicer may require a written confirmation executed by the requesting
Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, generally to
the effect that such Person is the Directing Holder or a Controlling Class Certificateholder will keep such Excluded Information
confidential and is not a Borrower Party, upon which the Master Servicer or the Special Servicer may conclusively rely. In addition,
the Master Servicer and the Special Servicer shall be entitled to conclusively rely on delivery from the Directing Holder or a
Controlling Class Certificateholder, of an Investor Certification substantially in the form of Exhibit P-1D that such Directing
Holder or Controlling Class Certificateholder, is not an Excluded Controlling Class Holder with respect to a particular Mortgage
Loan. For the avoidance of doubt, the Special Servicer referenced in this Section 4.02(f) shall include any applicable Excluded
Special Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section
4.03     P&I Advances. (a) On or before 4:00 p.m., New York City time, on each P&I
Advance Date, the Master Servicer shall (i) remit to the Certificate Administrator for deposit from its own funds into the
(A) 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 and (B) the applicable Trust Subordinate
Companion Loan REMIC Distribution Account, an amount equal to the aggregate amount of


 



     -393-


     


    

 


 P&I Advances, if any, with respect
to the related Trust Subordinate Companion Loan 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 or the Trust Subordinate Companion 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, the Trust Subordinate Companion 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 or the Trust Subordinate Companion Loans and
any REO Mortgage Loans for such Distribution Date. If the Master Servicer fails to make a required P&I Advance by 4:00
p.m., New York City time, on any P&I Advance Date, the Trustee shall make such P&I Advance pursuant to Section
7.05 by noon, New York City time, on the related Distribution Date, unless the Master Servicer shall have cured such
failure (and provided written notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m., New York
City time, on such Distribution Date. In the event that the Master Servicer fails to make a required P&I Advance
hereunder, the Certificate Administrator shall notify the Trustee of such circumstances by 4:30 p.m., New York City time, on
the related P&I Advance Date. Notwithstanding the foregoing, the portion of any P&I Advance equal to the
CREFC® Intellectual Property Royalty License Fee for the related Mortgage Loans or the Trust Subordinate
Companion Loans and any REO Mortgage Loans shall not be remitted to the Certificate Administrator for deposit into the
Lower-Tier REMIC Distribution Account but shall be deposited into the Collection Account for payment to
CREFC® on such Distribution Date.


 


(b)          Subject
to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the Master Servicer with
respect to any Distribution Date and all Mortgage Loans, the Trust Subordinate Companion 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), the Trust Subordinate Companion Loans and any REO Loan (including any portion of an REO Loan related
to a Trust Subordinate Companion Loan, but excluding any portion of an REO Loan related to any other Companion Loan) during the
related Collection Period and delinquent as of the close of business on the Business Day preceding the related P&I Advance
Date (or not advanced by any Sub-Servicer on behalf of the Master Servicer) and (ii) with respect to each Mortgage Loan or Trust
Subordinate Companion Loan delinquent in respect of its Balloon Payment as of the close of business on the Business Day preceding
the related P&I Advance Date (including any REO Loan (including any portion of a REO Loan related to the a Trust Subordinate
Companion Loan, but excluding any portion of an REO Loan related to any other Companion Loan) as to which the related Balloon Payment
would have been past due), an amount equal to the Assumed Scheduled Payment (or Y&L Towers Assumed Scheduled Payments, with
respect to the Y&L Towers Trust Subordinate Companion Loan or


 



     -394-


     


    

 


Standard Highline Assumed Scheduled Payments, with respect to
the Standard Highline Trust Subordinate Companion Loan) (net of any collections of previously unadvanced principal and interest
(adjusted to the related Net Mortgage Rate) received with respect to such Mortgage Loan, the Trust Subordinate Companion Loan or
REO Loan, as applicable, during the related Collection Period) therefor plus, without duplication, in the case of the Y&L
Towers Trust Subordinate Companion Loan, the related Y&L Towers Diverted Amount. 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), the Trust Subordinate Companion Loan or REO Loan (including any portion of a REO Loan related
to the a Trust Subordinate Companion Loan but excluding any portion of an REO Loan related to any other Companion Loan), shall
continue until the Distribution Date on which the proceeds, if any, received in connection with a Liquidation Event or the disposition
of the REO Property, as the case may be, with respect thereto are to be distributed. Neither the Master Servicer nor the Trustee
shall make or be permitted to make any P&I Advances with respect to any Companion Loan other than the a Trust Subordinate Companion
Loan. The Special Servicer shall not make any P&I Advances on any Mortgage Loan or Companion Loan, including a Trust Subordinate
Companion Loan.


 


(c)          Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each Non-Serviced Mortgage Loan, the Master Servicer will be required
to make its determination (based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special
Servicer) that it has made a P&I Advance on such Non-Serviced Mortgage Loan that is a Nonrecoverable Advance or that any proposed
P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan independently
of any determination made by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the
case may be, under the applicable Non-Serviced PSA in respect of the related Non-Serviced Companion Loan. If the Master Servicer
or the Special Servicer determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any
outstanding P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable
Advance, the Master Servicer shall provide the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer written
notice of such determination within two (2) Business Days of the date of such determination. If the Master Servicer receives written
notice from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, that either
has determined in accordance with the applicable Non-Serviced PSA with respect to a Non-Serviced Companion Loan, that any proposed
advance under the applicable Non-Serviced PSA that is similar to a P&I Advance would be, or any outstanding advance under such
Non-Serviced PSA that is similar to a P&I Advance is, a nonrecoverable advance, then the Master Servicer or the Trustee may,
based upon such determination, determine that any P&I Advance previously made or proposed to be made with respect to the related
Non-Serviced Mortgage Loan, will be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer shall not
be required to make any additional P&I Advances with respect to the related Non-Serviced Mortgage Loan unless and until the
Master Servicer or the Trustee, as the case may be, determines that any such additional P&I Advances with respect to the related
Non-Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination


 



     -395-


     


    

 


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 or Trust Subordinate Companion Loan until after the related Due Date has passed and any applicable Grace Period
has expired or (ii) if the related Periodic Payment is received after the Determination Date but on or prior to the related P&I
Advance Date. The Master Servicer shall reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance,
subject to Section 3.17 of this Agreement, as soon as practicably possible after funds available for such purpose are deposited
in the Collection Account.


 


In addition, the Master
Servicer, the Special Servicer or the Trustee, as applicable, in making any recoverability determination respecting a P&I Advance
in respect of a Trust Subordinate Companion Loan, shall look solely to the proceeds available in respect of such Trust Subordinate
Companion Loan and shall be entitled to take into account the subordinate nature of such Trust Subordinate Companion Loan as well
as (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 Property in its “as-is” or then current condition
and occupancy, 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 Property, (b) 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) future expenses, (c) to estimate and
consider (consistent with the applicable 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, (d) in the case of a potential P&I Advance with respect to a Trust Subordinate Companion Loan, the subordinate
nature of such Trust Subordinate Companion Loan and (e) 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, 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.


 


(e)          Notwithstanding
the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Excess Interest, Yield Maintenance Charges,
Default Interest, late payment charges, Balloon Payment or any P&I Advance with respect to any Companion Loan (other than any
Trust Subordinate 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


 



     -396-


     


    

 


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) or Trust
Subordinate Companion Loan, then in the event of subsequent delinquencies thereon, the interest portion of the P&I Advance
in respect of such Mortgage Loan or Trust Subordinate Companion 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 or Trust Subordinate Companion 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 or Trust Subordinate Companion 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 or Trust Subordinate Companion Loan), if any, and the denominator
of which is equal to the Stated Principal Balance of such Mortgage Loan or Trust Subordinate Companion 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 (or Y&L Towers Assumed Scheduled Payments, with respect to the
Y&L Towers Trust Subordinate Companion Loan or Standard Highline Assumed Scheduled Payments, with respect to the Standard Highline
Trust Subordinate Companion Loan) 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
other than any Trust Subordinate Companion Loan.


 


Section
4.04     Allocation of Realized Losses. (a) On each Distribution Date, immediately following
the distributions to be made on such date pursuant to Section 4.01, the Certificate Administrator shall calculate the
amount, if any, by which (W) with respect to the Mortgage Loans (i) the aggregate Stated Principal Balance (for purposes of
this definition only, not giving effect to any reductions of the Stated Principal Balance for payments of principal collected
on the Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement Amounts pursuant to Section
3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable
Advances) of the Mortgage Loans and any REO Loans (excluding any portion allocable to any related Companion Loan other than
the Y&L Towers Trust Subordinate Companion Loan or the Standard Highline Trust Subordinate Companion Loan, if applicable)
expected to be outstanding immediately following such Distribution Date, is less than (ii) the then-aggregate Certificate
Balance of the Pooled Regular Interests after giving effect to distributions of principal on such Distribution Date (any such
deficit, the “Pooled Realized Loss”), (X) with respect to the Y&L Towers Trust Subordinate
Companion Loan (i) the Stated Principal Balance of the Y&L Towers Trust Subordinate Companion Loan (including the assumed
Stated Principal Balance if the Y&L Towers Trust Subordinate Companion Loan have become an REO Loan) expected to be
outstanding immediately following such Distribution Date is less than (ii) the aggregate Certificate Balance of the Y&L
Towers Loan-Specific Certificates after giving effect to distributions of principal on such Distribution Date (any such
deficit with respect to the Y&L Towers Loan-Specific Certificates, the “Y&L Towers Realized Loss”)
and (Y) with respect to the Standard Highline Trust Subordinate Companion Loan (i) the Stated Principal Balance of the


 



     -397-


     


    

 


Standard Highline Trust Subordinate Companion Loan (including the assumed Stated Principal Balance if the Standard Highline
Trust Subordinate Companion Loan have become an REO Loan) expected to be outstanding immediately following such Distribution
Date is less than (ii) the aggregate Certificate Balance of the Standard Highline Loan-Specific Certificates after giving
effect to distributions of principal on such Distribution Date (any such deficit with respect to the Standard Highline
Loan-Specific Certificates, the “Standard Highline Realized Loss”). Realized Losses with respect to the
Yorkshire & Lexington Towers Whole Loan shall be allocated first to the Y&L Towers Trust Subordinate Companion
Loan (and, correspondingly, to the Class UES-A, Class UES-B, Class UES-C and Class UES-D Regular Interests, as applicable, in
reverse alphabetic order) and then to the Yorkshire & Lexington Towers Pari Passu Companion Loan and to the Yorkshire
& Lexington Towers Mortgage Loan on a pro rata and pari passu basis. Realized Losses with respect to The
Standard Highline NYC Whole Loan shall be allocated first to the Standard Highline Non-Trust Junior
Subordinate Companion Loan, then to the Standard Highline Non-Trust Senior Subordinate Companion Loan, then to the Standard
Highline Trust Subordinate Companion Loan (and, correspondingly, to the Class STN-A, Class STN-B and Class STN-C Regular
Interests, as applicable, in reverse alphabetic order) and then to The Standard Highline NYC Mortgage Loan. Any allocation of
Realized Losses to a Class of Regular Interests shall be made by reducing the Certificate Balance thereof by the amount so
allocated. The allocation of Realized Losses shall constitute an allocation of losses and other shortfalls experienced by the
Trust. Reimbursement of previously allocated Realized Losses will not constitute distributions of principal for any purpose
and will not result in an additional reduction in the Certificate Balance of the applicable Regular Interest in respect of
which any such reimbursement is made. With respect to any Regular Interest (other than any Class X Regular Interest), to the
extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the Mortgage
Loans, the Y&L Towers Trust Subordinate Companion Loan and/or the Standard Highline Trust Subordinate Companion Loan and
previously resulted in a reduction of the Principal Distribution Amount, the Y&L Towers Principal Distribution Amount or
the Standard Highline Principal Distribution Amount, as applicable, are subsequently recovered on the related Mortgage Loan
and/or Trust Subordinate Companion Loan, the amount of such recovery will be added to the Certificate Balance of the Class or
Classes of Regular Interest that previously were allocated Realized Losses and in the case of Realized Losses, in sequential
order according to the priority of payments for the Regular Interests (other than the Class X Regular Interests) (and in the
case of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Regular Interests, 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 Regular Interest (other than the Loan-Specific Regular
Interests).


 


(b)          (i)
On each Distribution Date, the Certificate Balances of each Pooled Regular Interest (other than the Class X Regular Interests)
will be reduced without distribution, as a write-off to the extent of any Pooled 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 Regular Interest, second,
to the Class F Regular Interest, third, to the Class E Regular Interest, fourth, to the Class D Regular Interest,
fifth, to the Class C Regular Interest, sixth, to the Class B Regular Interest, seventh, to the Class A-S
Regular Interest, and then, pro rata (based on their respective Certificate Balances), Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5 and Class A-SB Regular Interests, in each case until the remaining Certificate Balances of such


 



     -398-


     


    

 


Regular
Interests have been reduced to zero. On each Distribution Date, the Certificate Balances of the Y&L Towers Loan-Specific Regular
Interests will be reduced without distribution as a write-off to the extent of any Y&L Towers Realized Losses attributable
to the Y&L Towers Trust Subordinate Companion Loan in accordance with Section 4.04(a). Any such write-off with respect
to the Y&L Towers Trust Subordinate Companion Loan shall be allocated first, to the Class UES-D Regular Interest, then,
to the Class UES-C Regular Interest, then, to the Class UES-B Regular Interest, then, to the Class UES-A Regular
Interest, in each case until the remaining Certificate Balances of such Regular Interests have been reduced to zero. On each Distribution
Date, the Certificate Balances of the Standard Highline Loan-Specific Regular Interests will be reduced without distribution as
a write-off to the extent of any the Standard Highline Realized Losses attributable to the Standard Highline Trust Subordinate
Companion Loan in accordance with Section 4.04(a). Any such write-off with respect to the Standard Highline Trust Subordinate
Companion Loan shall be allocated first, to the Class STN-C Regular Interest, then, to the Class STN-B Regular Interest,
then, to the Class STN-A Regular Interest, in each case until the remaining Certificate Balances of such Regular Interests
have been reduced to zero.


 


(ii)        Any
such write-offs in respect of:


 


(A)         the
Class A-1 Regular Interest shall be further allocated to the Class A-1 Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion to the Class A-1 Percentage Interest, the Class V1-A Percentage Interest and the
Class V2-A Percentage Interest, respectively;


 


(B)          the
Class A-2 Regular Interest shall be further allocated to the Class A-2 Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion to the Class A-2 Percentage Interest, the Class V1-A Percentage Interest and the
Class V2-A Percentage Interest, respectively;


 


(C)          the
Class A-SB Regular Interest shall be further allocated to the Class A-SB Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion to the Class A SB Percentage Interest, the Class V1-A Percentage Interest and
the Class V2-A Percentage Interest, respectively;


 


(D)         the
Class A-3 Regular Interest shall be further allocated to the Class A-3 Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion to the Class A-3 Percentage Interest, the Class V1-A Percentage Interest and the
Class V2-A Percentage Interest, respectively;


 


(E)          the
Class A-4 Regular Interest shall be further allocated to the Class A-4 Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion to the Class A-4 Percentage Interest, the Class V1-A Percentage Interest and the
Class V2-A Percentage Interest, respectively;


 


(F)          the
Class A-5 Regular Interest shall be further allocated to the Class A-5 Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion


 



     -399-


     


    

 


to the Class A-5 Percentage Interest, the Class V1-A Percentage Interest and the
Class V2-A Percentage Interest, respectively;


 


(G)          the
Class A-S Regular Interest shall be further allocated to the Class A-S Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion to the Class A-S Percentage Interest, the Class V1-A Percentage Interest and the
Class V2-A Percentage Interest, respectively;


 


(H)         the
Class B Regular Interest shall be further allocated to the Class B Certificates, the Class V1-B Certificates and the Class V2-A
Certificates, pro rata in proportion to the Class B Percentage Interest, the Class V1-B Percentage Interest and the Class
V2-A Percentage Interest, respectively;


 


(I)           the
Class C Regular Interest shall be further allocated to the Class C Certificates, the Class V1-B Certificates and the Class V2-A
Certificates, pro rata in proportion to the Class C Percentage Interest, the Class V1-B Percentage Interest and the Class
V2-A Percentage Interest, respectively;


 


(J)           the
Class D Regular Interest shall be further allocated to the Class D Certificates, the Class V1-D Certificates and the Class V2-A
Certificates, pro rata in proportion to the Class D Percentage Interest, the Class V1-D Percentage Interest and the Class
V2-A Percentage Interest, respectively;


 


(K)         the
Class E Regular Interest shall be further allocated to the Class E Certificates, the Class V1-E Certificates and the Class V2-A
Certificates, pro rata in proportion to the Class E Percentage Interest, the Class V1-E Percentage Interest and the Class
V2-A Percentage Interest, respectively;


 


(L)          the
Class F Regular Interest shall be further allocated to the Class F Certificates, the Class V1-E Certificates and the Class V2-A
Certificates, pro rata in proportion to the Class F Percentage Interest, the Class V1-E Percentage Interest and the Class
V2-A Percentage Interest, respectively;


 


(M)         the
Class NR Regular Interest shall be further allocated to the Class NR Certificates, the Class V1-E Certificates and the Class V2-A
Certificates, pro rata in proportion to the Class NR Percentage Interest, the Class V1-E Percentage Interest and the Class
V2-A Percentage Interest, respectively;


 


(N)         the
Class UES-A Regular Interest shall be further allocated to the Class UES-A Certificates, the Class V1-UESA Certificates and the
Class V2-UES Certificates, pro rata in proportion to the Class UES-A Percentage Interest, the Class V1-UESA Percentage Interest
and the Class V2-UES Percentage Interest, respectively;


 


(O)         the
Class UES-B Regular Interest shall be further allocated to the Class UES-B Certificates, the Class V1-UESA Certificates and the
Class V2-UES Certificates, pro rata in proportion to the Class UES-B Percentage Interest, the Class V1-UESA Percentage Interest
and the Class V2-UES Percentage Interest, respectively;


 






     -400-


     


    




 


(P)          the
Class UES-C Regular Interest shall be further allocated to the Class UES-C Certificates, the Class V1-UESA Certificates and the
Class V2-UES Certificates, pro rata in proportion to the Class UES-C Percentage Interest, the Class V1-UESA Percentage Interest
and the Class V2-UES Percentage Interest, respectively;


 


(Q)         the
Class UES-D Regular Interest shall be further allocated to the Class UES-D Certificates, the Class V1-UESD Certificates and the
Class V2-UES Certificates, pro rata in proportion to the Class UES-C Percentage Interest, the Class V1-UESD Percentage Interest
and the Class V2-UES Percentage Interest, respectively;


 


(R)          the
Class STN-A Regular Interest shall be further allocated to the Class STN-A Certificates, the Class V1-STNA Certificates and the
Class V2-STN Certificates, pro rata in proportion to the Class STN-A Percentage Interest, the Class V1-STNA Percentage Interest
and the Class V2-STN Percentage Interest, respectively;


 


(S)          the
Class STN-B Regular Interest shall be further allocated to the Class STN-B Certificates, the Class V1-STNA Certificates and the
Class V2-STN Certificates, pro rata in proportion to the Class STN-B Percentage Interest, the Class V1-STNA Percentage Interest
and the Class V2-STN Percentage Interest, respectively; and


 


(T)          the
Class STN-C Regular Interest shall be further allocated to the Class STN-C Certificates, the Class V1-STNC Certificates and the
Class V2-STN Certificates, pro rata in proportion to the Class STN-C Percentage Interest, the Class V1-STNC Percentage Interest
and the Class V2-STN Percentage Interest, respectively.


 


(c)          With
respect to any Distribution Date, any Realized Losses allocated to a Class of Regular Interests pursuant to Section 4.04(a),
Section 4.01(c) or Section 4.01(d) with respect to such Distribution Date shall reduce the Lower-Tier Principal Amount
of the Related Lower-Tier Regular Interest or the Y&L Towers Trust Subordinate Companion Loan REMIC Regular Interests or the
Standard Highline Trust Subordinate Companion Loan REMIC Regular Interests, as applicable with respect thereto as a write-off.


 


Section
4.05     Appraisal Reduction Amounts; Collateral Deficiency Amounts. (a) For purposes of (x)
determining the Pooled Non-Reduced Regular Interests and the Controlling Class (and whether a Control Termination Event has
occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal of the
Special Servicer or the Operating Advisor, Appraisal Reduction Amounts (with respect to a Serviced Whole Loan, to the extent
allocated to the related Mortgage Loan or Trust Subordinate Companion Loan) shall be allocated to each Pooled Regular
Interest (other than the Class X Regular Interests) 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
Regular Interest, second, to the Class F Regular Interest, third, to the Class E Regular
Interest, fourth, to the Class D Regular Interest, fifth, to the Class C Regular Interest, sixth, to the
Class B Regular Interest, seventh, to the Class A-S Regular Interest, and finally, pro rata based on their
respective Certificate Balances, to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Regular Interests (other
than the Class X-A, Class X-B and Class X-E Regular Interests)).


 






     -401-


     


    




 


Any such allocations
of Appraisal Reduction Amounts to:


 


(i)           the
Class A-1 Regular Interest shall be further allocated to the Class A-1 Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion to the Class A-1 Percentage Interest, the Class V1-A Percentage Interest and the
Class V2-A Percentage Interest, respectively;


 


(ii)          the
Class A-2 Regular Interest shall be further allocated to the Class A-2 Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion to the Class A-2 Percentage Interest, the Class V1-A Percentage Interest and the
Class V2-A Percentage Interest, respectively;


 


(iii)         the
Class A-SB Regular Interest shall be further allocated to the Class A-SB Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion to the Class A SB Percentage Interest, the Class V1-A Percentage Interest and
the Class V2-A Percentage Interest, respectively;


 


(iv)        the
Class A-3 Regular Interest shall be further allocated to the Class A-3 Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion to the Class A-3 Percentage Interest, the Class V1-A Percentage Interest and the
Class V2-A Percentage Interest, respectively;


 


(v)         the
Class A-4 Regular Interest shall be further allocated to the Class A-4 Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion to the Class A-4 Percentage Interest, the Class V1-A Percentage Interest and the
Class V2-A Percentage Interest, respectively;


 


(vi)        the
Class A-5 Regular Interest shall be further allocated to the Class A-5 Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion to the Class A-5 Percentage Interest, the Class V1-A Percentage Interest and the
Class V2-A Percentage Interest, respectively;


 


(vii)       the
Class A-S Regular Interest shall be further allocated to the Class A-S Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion to the Class A-S Percentage Interest, the Class V1-A Percentage Interest and the
Class V2-A Percentage Interest, respectively;


 


(viii)      the
Class B Regular Interest shall be further allocated to the Class B Certificates, the Class V1-B Certificates and the Class V2-A
Certificates, pro rata in proportion to the Class B Percentage Interest, the Class V1-B Percentage Interest and the Class
V2-A Percentage Interest, respectively;


 


(ix)         the
Class C Regular Interest shall be further allocated to the Class C Certificates, the Class V1-B Certificates and the Class V2-A
Certificates, pro rata in proportion to the Class C Percentage Interest, the Class V1-B Percentage Interest and the Class
V2-A Percentage Interest, respectively;


 






     -402-


     


    




 


(x)          the
Class D Regular Interest shall be further allocated to the Class D Certificates, the Class V1-D Certificates and the Class V2-A
Certificates, pro rata in proportion to the Class D Percentage Interest, the Class V1-D Percentage Interest and the Class
V2-A Percentage Interest, respectively;


 


(xi)         the
Class E Regular Interest shall be further allocated to the Class E Certificates, the Class V1-E Certificates and the Class V2-A
Certificates, pro rata in proportion to the Class E Percentage Interest, the Class V1-E Percentage Interest and the Class
V2-A Percentage Interest, respectively;


 


(xii)        the
Class F Regular Interest shall be further allocated to the Class F Certificates, the Class V1-F Certificates and the Class V2-A
Certificates, pro rata in proportion to the Class F Percentage Interest, the Class V1-F Percentage Interest and the Class
V2-A Percentage Interest, respectively; and


 


(xiii)       the
Class NR Regular Interest shall be further allocated to the Class NR Certificates, the Class V1-F Certificates and the Class V2-A
Certificates, pro rata in proportion to the Class NR Percentage Interest, the Class V1-F Percentage Interest and the Class
V2-A Percentage Interest, respectively.


 


As of the first Determination
Date following a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Trust Subordinate Companion 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 or Trust Subordinate
Companion Loan, and all other information relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or
receiving notice by the Master Servicer 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. Neither 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 Corresponding Certificates
in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class
of Control Eligible


 



     -403-


     


    

 


Corresponding Certificates is reduced to zero (i.e., first, to the Class NR Certificates, second,
to the Class F Certificates, and third, to the Class E Certificates). For the avoidance of doubt, for purposes of determining
the Controlling Class or the occurrence and continuance of a Control Termination Event, any Class of Control Eligible Corresponding
Certificates shall be allocated both applicable Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts (the sum
of which shall constitute the applicable Cumulative Appraisal Reduction Amount), in accordance with this Section 4.05(a).


 


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


 


For purposes of determining
the Non-Reduced Loan-Specific Regular Interests, the Y&L Towers Controlling Class and the occurrence of a Y&L Towers Trust
Subordinate Control Termination Event, Appraisal Reduction Amounts allocated to the Yorkshire & Lexington Towers Whole Loan
will be allocated first to the Y&L Towers Trust Subordinate Companion Loan and then to the Yorkshire & Lexington
Towers Mortgage Loan and the Yorkshire & Lexington Towers Pari Passu Companion Loan on a pro rata basis. Appraisal Reduction
Amounts allocated to the Y&L Towers Trust Subordinate Companion Loan will be allocated to each Class of Y&L Towers Loan-Specific
Certificates in reverse sequential order to notionally reduce the related Certificate Balances until the related Certificate Balance
of each such Class is reduced to zero (i.e., first, to the Class UES-D Regular Interest, then, to the Class UES-C
Regular Interest, then, to the Class UES-B Regular Interest, and then, to the Class UES-A Regular Interest).


 


Any such allocations
of Appraisal Reduction Amounts to:


 


(i)             the
Class UES-A Regular Interest shall be further allocated to the Class UES-A Certificates, the Class V1-UESA Certificates and the
Class V2-UES Certificates, pro rata in proportion to the Class UES-A Percentage Interest, the Class V1-UESA Percentage Interest
and the Class V2-UES Percentage Interest, respectively;


 


(ii)          the
Class UES-B Regular Interest shall be further allocated to the Class UES-B Certificates, the Class V1-UESA Certificates and the
Class V2-UES Certificates, pro rata in proportion to the Class UES-B Percentage Interest, the Class V1-UESA Percentage Interest
and the Class V2-UES Percentage Interest, respectively;


 





(iii)         the
Class UES-C Regular Interest shall be further allocated to the Class UES-C Certificates, the Class V1-UESA Certificates and the
Class V2-UES Certificates, pro rata in proportion to the Class UES-C Percentage Interest, the Class V1-UESA Percentage Interest
and the Class V2-UES Percentage Interest, respectively; and


 






     -404-


     


    




 


(iv)        the
Class UES-D Regular Interest shall be further allocated to the Class UES-D Certificates, the Class V1-UESD Certificates and the
Class V2-UES Certificates, pro rata in proportion to the Class UES-D Percentage Interest, the Class V1-UESD Percentage Interest
and the Class V2-UES Percentage Interest, respectively.


 


In addition, for purposes
of determining the Y&L Towers Controlling Class and the occurrence of a Y&L Towers Trust Subordinate Control Termination
Event, Collateral Deficiency Amounts allocated to the Y&L Towers Trust Subordinate Companion Loan will be allocated to each
Class of Y&L Towers Loan-Specific Certificates in reverse sequential order to notionally reduce the Certificate Balance thereof
until the related Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class UES-D Certificates,
then, to the Class UES-C Certificates, then, to the Class UES-B Certificates, and then, to the Class UES-A
Certificates). For the avoidance of doubt, for purposes of determining the Y&L Towers Controlling Class and the occurrence
of a Y&L Towers Trust Subordinate Companion Loan Control Termination Event, any Class of Y&L Towers Loan-Specific Certificates
will be allocated both applicable Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts, as described in this
paragraph.


 


For purposes of determining
the Non-Reduced Loan-Specific Regular Interests, the Standard Highline Controlling Class and the occurrence of a Standard Highline
Non-Trust Junior Subordinate Control Termination Event, a Standard Highline Non-Trust Senior Subordinate Control Termination Event
or a Standard Highline Trust Subordinate Control Termination Event, Appraisal Reduction Amounts allocated to The Standard Highline
NYC Whole Loan will be allocated first to the Standard Highline Non-Trust Junior Subordinate Companion Loan, then
to the Standard Highline Non-Trust Senior Subordinate Companion Loan, then to the Standard Highline Trust Subordinate Companion
Loan and then to The Standard Highline NYC Mortgage Loan. Appraisal Reduction Amounts allocated to the Standard Highline
Trust Subordinate Companion Loan will be allocated to each Class of Standard Highline Loan-Specific Certificates in reverse sequential
order to notionally reduce the related Certificate Balances until the related Certificate Balance of each such Class is reduced
to zero (i.e., first, to the Class STN-C Regular Interest, then, to the Class STN-B Regular Interest, and then,
to the Class STN-A Regular Interest).


 


Any such allocations
of Appraisal Reduction Amounts to:


 


(i)             the
Class STN-A Regular Interest shall be further allocated to the Class STN-A Certificates, the Class V1-STNA Certificates and the
Class V2-STN Certificates, pro rata in proportion to the Class STN-A Percentage Interest, the Class V1-STNA Percentage Interest
and the Class V2-STN Percentage Interest, respectively;


 


(ii)          the
Class STN-B Regular Interest shall be further allocated to the Class STN-B Certificates, the Class V1-STNA Certificates and the
Class V2-STN Certificates, pro rata in proportion to the Class STN-B Percentage Interest, the Class V1-STNA Percentage Interest
and the Class V2-STN Percentage Interest, respectively;


 


(iii)        the
Class STN-C Regular Interest shall be further allocated to the Class STN-C Certificates, the Class V1-STNC Certificates and the
Class V2-STN


 






     -405-


     


    

 


Certificates, pro rata in proportion to the Class STN-C Percentage Interest, the Class V1-STNC Percentage Interest
and the Class V2-STN Percentage Interest, respectively.


 


In addition, for purposes
of determining the Standard Highline Controlling Class and the occurrence of a Standard Highline Trust Subordinate Control Termination
Event, Collateral Deficiency Amounts allocated to the Standard Highline Trust Subordinate Companion Loan will be allocated to each
Class of Standard Highline Loan-Specific Certificates in reverse sequential order to notionally reduce the Certificate Balance
thereof until the related Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class STN-C Certificates,
then, to the Class STN-B Certificates, and then, to the Class STN-A Certificates). For the avoidance of doubt, for
purposes of determining the Standard Highline Controlling Class and the occurrence of a Standard Highline Trust Subordinate Companion
Loan Control Termination Event, any Class of Standard Highline Loan-Specific Certificates will be allocated both applicable Appraisal
Reduction Amounts and applicable Collateral Deficiency Amounts, as described in this paragraph.


 


The Special Servicer
(in the case of a Mortgage Loan other than a Non-Serviced Mortgage Loan) or the Master Servicer (in the case of a Non-Serviced
Mortgage Loan) shall promptly notify the Special Servicer or the Master Servicer, as applicable, and the Master Servicer shall
notify the Certificate Administrator of the amount of any Appraisal Reduction Amount (which notification to the Certificate Administrator
shall be made by delivery of such information included in the CREFC® Loan Periodic Update File in accordance with Section
3.12(d)), any Collateral Deficiency Amount and any resulting Cumulative Appraisal Reduction Amount allocated to each Mortgage
Loan, AB Modified Loan or Serviced Whole Loan (which notification may be satisfied through delivery of such information included
in the CREFC® Appraisal Reduction Amount Template included in the 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 Corresponding Certificates or Loan-Specific Certificates
respectively, that is determined at any time of determination to no longer be the Controlling Class, the Y&L Towers Controlling
Class or the Standard Highline 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 (or, with respect to a Collateral Deficiency Amount calculation for a Non-Serviced
Mortgage Loan, require the Master Servicer to request from the applicable Non-Serviced Special Servicer) a second Appraisal with
respect to any Mortgage Loan (or Serviced Whole Loan) for


 



     -406-


     


    

 


which an Appraisal Reduction Event has occurred or as to which there
exists a Collateral Deficiency Amount (such Holders, the “Requesting Holders”). With respect to any such Mortgage
Loan (other than with respect to a Non-Serviced Mortgage Loan), the Special Servicer shall use its reasonable 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). With respect to any such Non-Serviced Mortgage Loan, the Master Servicer shall use commercially reasonable
efforts to obtain such second appraisal from the applicable Non-Serviced Special Servicer.


 


(ii)       Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, the Master Servicer (for Collateral Deficiency Amounts on Non-Serviced
Mortgage Loans), the applicable Non-Serviced Special Servicer (for Appraisal Reduction Amounts on Non-Serviced Mortgage Loans to
the extent provided for in the applicable Non-Serviced PSA and applicable Intercreditor Agreement) and the Special Servicer (for
Mortgage Loans other than Non-Serviced Mortgage Loans) 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, the Y&L Towers Controlling Class or the Standard Highline Controlling Class,
as applicable, and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored
to the extent required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, if applicable.
In addition, the Requesting Holders of any Appraised-Out Class shall have the right, at their sole expense, to require the Special
Servicer to order an additional appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred or as to which
there exists a Collateral Deficiency Amount, and the Special Servicer shall use its reasonable efforts to obtain such appraisal
from an MAI appraiser reasonably acceptable to the Special Servicer within thirty (30) days from receipt of the Requesting Holders’
written request; provided, that the Special Servicer shall not be required to obtain such appraisal if it determines in
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, the Y&L Towers Controlling Class
or the Standard Highline Controlling Class, as applicable, until such time, if any, as the Class is reinstated as the Controlling
Class, the Y&L Towers Controlling Class or the Standard Highline Controlling Class as applicable (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


 



     -407-


     


    

 


Amount or Collateral
Deficiency Amount (as applicable) based on the supplemental Appraisal, the “Appraisal Review Period”). The rights
of the Controlling Class, the Y&L Towers Controlling Class or the Standard Highline Controlling Class during each Appraisal
Review Period shall be exercised by the most senior Class of Control Eligible Corresponding Certificates, if any, Y&L Towers
Loan-Specific Certificates or Standard Highline Loan-Specific Certificates, if any, respectively.


 


(c)         With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any Serviced Whole Loan as to which an Appraisal Reduction
Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has remained current for three consecutive Periodic Payments,
and with respect to which no other Appraisal Reduction Event has occurred with respect to that Mortgage Loan during the preceding
three months (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion
Loan or Serviced Whole Loan)), the Special Servicer shall (1) within thirty (30) days of the occurrence or of each anniversary
of the related Appraisal Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially
changed, notify the Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be
an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent
it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable, and promptly following
receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section
4.05(b) above), shall promptly deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee, the
Operating Advisor and ((i) prior to the occurrence and continuance of any Consultation Termination Event and (ii) other than with
respect to any Mortgage Loan that is an Excluded Loan with respect to the Directing Holder or, if the Directing Holder is the Directing
Certificateholder, the Holder of the majority of the Controlling Class) the Directing Holder. Based upon such Appraisal or internal
valuation (or any Appraisal obtained in accordance with Section 4.05(b) above) and receipt of information reasonably requested
by the Special Servicer from the Master Servicer necessary to calculate the Appraisal Reduction Amount that is either in the Master
Servicer’s possession or reasonably obtainable by the Master Servicer, the Special Servicer shall determine or redetermine,
as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior
to the occurrence and continuance of any Consultation Termination Event and (ii) other than with respect to any Mortgage Loan that
is an Excluded Loan as to such party) 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 shall not be liable for failure to comply with such duties insofar as such failure results from a failure
of the Master Servicer to provide sufficient information to the Special Servicer to comply with such duties or failure by the Master
Servicer to otherwise comply with its obligations hereunder. Such report shall also be forwarded by the Master Servicer (or the
Special Servicer if the related Mortgage Loan is a Specially Serviced Loan), to the extent the related Serviced Companion Loan
has been included in an Other Securitization, to the Other Servicer, to the extent required by the related Intercreditor Agreement,
of such Other Securitization into which the related Serviced Companion Loan has been sold, or to the holder of any related Serviced
Companion Loan by the Master Servicer (or the Special Servicer if the


 



     -408-


     


    

 


 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. Prior to the occurrence
and continuance of a Consultation Termination Event (and unless the related Mortgage Loan is an Excluded Loan as to such party),
the Special Servicer shall consult with the Directing Holder with respect to any Appraisal, valuation or downward adjustment in
connection with an Appraisal Reduction Amount or Collateral Deficiency Amount. Notwithstanding the foregoing but subject to Section
4.05(b), the Special Servicer shall not be required to obtain an Appraisal or conduct an internal valuation, as applicable,
with respect to a Mortgage Loan or related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred
to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of
this Agreement), as applicable, with respect to the related Mortgaged Property within the six-month period immediately prior to
the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable,
in calculating any Appraisal Reduction Amount with respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan;
provided that the Special Servicer is not aware of any material change to the related Mortgaged Property having occurred
and affecting the validity of such Appraisal or valuation.


 


The Master Servicer shall
deliver by electronic mail to the Special Servicer any information in its possession reasonably required to determine, calculate,
redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver such information, within four (4)
Business Days following the Special Servicer’s reasonable request therefor (which request must be made promptly after the
Special Servicer’s receipt of the applicable appraisal or preparation of the applicable internal evaluation); 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 (or with respect to The Standard


 



     -409-


     


    

 


Highline NYC Whole Loan, first, to the Standard Highline Non-Trust Junior Subordinate Companion Loan, then, to the Standard
Highline Non-Trust Senior Subordinate Companion Loan and then, to the Standard Highline Trust Subordinate Companion Loan) (until
its principal balance is notionally reduced to zero by such Appraisal Reduction Amounts) and then, pro rata, to the related
AB Mortgage Loan and any related Pari Passu Companion Loan(s). Any Appraisal Reduction Amount in respect of any Serviced Pari Passu
Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related
Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced
Pari Passu Companion Loan(s), based upon their respective outstanding principal balances.


 


Section
4.06     Grantor Trust Reporting. (a) The parties intend that the portion of the Trust Fund
constituting the Grantor Trust shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to
qualify such portion as, a “grantor trust” under subpart E, part I of subchapter J of the Code, and the
provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, neither the
Trustee nor the Certificate Administrator shall have the power to vary the investment of the Certificateholders in the
Grantor Trust so as to improve their rate of return. The Certificate Administrator shall prepare or cause to be prepared,
submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Certificate Administrator)
and timely file all Tax Returns in respect of the Grantor Trust. In addition, the Certificate Administrator shall (A) file,
or cause to be filed, Internal Revenue Service Form 1041, Form 1099 or such other form as may be applicable with the Internal
Revenue Service with copies of the statements in the following clause and (B) furnish, or cause to be furnished, to
the Certificateholders, their allocable share of income and expense with respect to the related Specific Grantor Trust Assets
in the time or times and in the manner required by the Code.


 


(b)       The
Grantor Trust will be treated as a WHFIT that is a WHMT. The Certificate Administrator will report as required under the WHFIT
Regulations to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided
to the Certificate Administrator on a timely basis. The Certificate Administrator is hereby directed to assume that DTC is the
only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Certificate Administrator with
the identities of other “middlemen” that are Certificateholders. The Certificate Administrator shall be entitled to
rely on the first sentence of this Section 4.06(b) and shall be entitled to indemnification in accordance with the terms
of this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this paragraph
is incorrect.


 


(c)            The
Certificate Administrator shall report required WHFIT information using the accrual method, except to the extent the WHFIT Regulations
specifically require a different method. The Certificate Administrator shall be under no obligation to determine whether any Certificateholder
uses the cash or accrual method. The Certificate Administrator shall make available (via its website) WHFIT information to Certificateholders
annually. In addition, the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised
or updated information to any Certificateholder, unless requested by the Certificateholder.


 






     -410-


     


    




 


(d)            The
Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any
penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Certificate
Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each Certificateholder,
by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Certificate Administrator
with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt
of information regarding any sale of a Certificate, including the price, amount of proceeds and date of sale from the beneficial
owner thereof or the Depositor, the Certificate Administrator shall assume there is no secondary market trading of WHFIT interests.


 


(e)       To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate
website the CUSIP for the Class Z Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The Certificate Administrator
shall make reasonable good faith efforts to keep the website accurate and updated to the extent such CUSIP has been received. Absent
the receipt of such CUSIP, the Certificate Administrator will use a reasonable identifier number in lieu of a CUSIP. The Certificate
Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.


 


Section
4.07     Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a) The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The
“Investor Q&A Forum” shall be a service available on the Certificate Administrator’s Website,
where (i) Certificateholders and beneficial owners of Certificates that are Privileged Persons may submit questions to (A)
the Certificate Administrator relating to the Distribution Date Statement, (B) the Master Servicer or the Special Servicer,
as the case may be, relating to the reports being made available pursuant to Section 3.13(b), the Mortgage Loans
(excluding any Non-Serviced Mortgage Loan), the Trust Subordinate Companion Loans 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: Surveillance_Inquiries@keybank.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


 



     -411-


     


    

 


Special Servicer, as applicable; provided that the
Certificate Administrator shall not be responsible for the content of such answer or any delay or failure to obtain such
answer. The Certificate Administrator shall post (within a commercially reasonable period of time following preparation or
receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s
Website. If the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating Advisor determines, in
its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering any
Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be
in violation of applicable law, the applicable Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would
materially increase the duties of, or result in significant additional cost or expense to, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Operating Advisor, as applicable, (v) answering any Inquiry would require the
disclosure of Privileged Information (subject to the Privileged Information Exception, (vi) that answering any Inquiry
would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work
product or (vii) answering any Inquiry is otherwise, for any reason, not advisable, it shall not be required to answer such
Inquiry and, in the case of the Master Servicer, the Special Servicer or the Operating Advisor, shall promptly notify the
Certificate Administrator of such determination. In addition, no party shall post or otherwise disclose any direct
communications with the Directing Holder or the Risk Retention Consultation Party (in its capacity as Risk Retention
Consultation Party) as part of its response to any Inquiries. The Certificate Administrator shall notify the Person who
submitted such Inquiry in the event that the Inquiry will not be answered. Any notice by the Certificate Administrator to the
Person who submitted an Inquiry that will not be answered shall include the following statement: “Because the Pooling
and Servicing Agreement provides that the Master Servicer, the Special Servicer, the Certificate Administrator and the
Operating Advisor shall not answer an Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry is
beyond the scope of the topics described in the Pooling and Servicing Agreement, (ii) answering any Inquiry would not be in
the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of
applicable law or the applicable Mortgage Loan documents, (iv) answering any Inquiry would materially increase the duties of,
or result in significant additional costs or expenses to the Trustee, the Master Servicer, the Special Servicer, the
Certificate Administrator or Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of
Privileged Information, (vi) 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 shall have any responsibility or
liability for the content of any such information. The Certificate Administrator shall not be required to post to the
Certificate Administrator’s Website any Inquiry or answer thereto that the Certificate Administrator determines, in its
sole discretion, is administrative or ministerial in nature. The Investor Q&A Forum will not reflect


 



     -412-


     


    

 


questions, answers
and other communications that are not submitted via the Certificate Administrator’s Website. Notwithstanding the
foregoing, the Operating Advisor shall not be required to respond to any Inquiries from Certificateholders for which its
response would require the Operating Advisor to provide information to such inquiring Certificateholders that they are
otherwise not entitled to receive under the terms of this Agreement.


 


(b)            The
Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it grants authorization
to the Certificate Administrator to make its name and contact information available on the Investor Registry for at least forty-five
(45) days from the date of such certification to persons entitled to access to the Investor Registry. Such Person shall then be
asked to enter certain mandatory fields such as the individual’s name, the company name and email address, as well as certain
optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies
the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within forty-five
(45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate
Administrator shall not be responsible for verifying or validating any information submitted on the Investor Registry, or for monitoring
or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance of a waiver
and disclaimer for access to the Investor Registry.


 


(c)            The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution Date
Statements, or submit questions to the Master Servicer or the Special Servicer, as the case may be, 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: Surveillance_Inquiries@keybank.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 the case may be, 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


 



     -413-


     


    

 


or web page accessible by a link on the 17g-5 Information Provider’s Website. If the
Certificate Administrator, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i)
answering any Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or any Mortgage
Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client
privilege with, or the disclosure of attorney work product, or (iii) (A) answering any Rating Agency Inquiry would materially increase
the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer or the
Special Servicer, as applicable, and (B) the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable,
determines in accordance with the Servicing Standard (or in good faith, in the case of the Certificate Administrator) that the
performance of such duties or the payment of such costs and expenses is beyond the scope of its duties in its capacity as Certificate
Administrator, Master Servicer or the Special Servicer, as applicable, under this Agreement, it shall not be required to answer
such Rating Agency Inquiry and shall promptly notify the 17g-5 Information Provider by email of such determination. The 17g-5 Information
Provider shall promptly thereafter post the Rating Agency Inquiry with the reason it was not answered to the Rating Agency Q&A
Forum and Document Request Tool. The 17g-5 Information Provider shall not be liable for the failure by any other such Person to
so answer. Questions posted on the Rating Agency Q&A Forum and Document Request Tool shall not be attributed to the submitting
NRSRO. Answers posted on the Rating Agency Q&A Forum and Document Request Tool will be attributable only to the respondent,
and shall not be deemed to be answers from any other person. None of the Underwriters, the Depositor, or any of their respective
Affiliates will certify to any of the information posted in the Rating Agency Q&A Forum and Document Request Tool and no such
party shall have any responsibility or liability for the content of any such information. The 17g-5 Information Provider shall
not be required to post to the 17g-5 Information Provider’s Website any Rating Agency Inquiry or answer thereto that the
17g-5 Information Provider determines, in its sole discretion, is administrative or ministerial in nature. The Rating Agency Q&A
Forum and Document Request Tool will not reflect questions, answers and other communications that are not submitted via the 17g-5
Information Provider’s Website.


 


Section 4.08     Secure
Data Room. (a) The Certificate Administrator shall create a Secure Data Room within 120 days following the Closing Date. The
Depositor shall upon the receipt of each Mortgage Loan Seller’s Diligence File Certificate, deliver to the Certificate Administrator
within 120 days following the Closing Date, an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded
by the Mortgage Loan Sellers to the Designated Site. Upon receipt thereof, the Certificate Administrator shall promptly upload
the contents of each Diligence File actually received by it to the Secure Data Room. Access to the Secure Data Room shall be granted
by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) provided that the Certificate Administrator
has received the Diligence File Certificate from each Mortgage Loan Seller pursuant to Section 2.01(h), any other Person
at the direction of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate
Administrator of a certification substantially in the form of Exhibit RR hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s Website). In no case whatsoever shall Certificateholders
be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under


 



     -414-


     


    

 


no obligation
to post any documents or information to the Secure Data Room other than the contents of the Diligence Files initially delivered
to it by the Depositor.


 


(b)            The
Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the type,
number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to the transaction
or confirm that all documents and information constituting any Diligence File have actually been delivered to the Certificate Administrator.
In no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge of the contents of,
or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room. In the event
that any document or information is posted in error, the Certificate Administrator may remove such document or information from
the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic copies of any
document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not be responsible
or held liable for any other Person’s use or dissemination of the documents or information contained on the Secure Data Room;
provided that such event or occurrence is not also a result of its own negligence, bad faith or willful misconduct. The
Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis and any Person
with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties and responsibilities
under this Agreement.


 


(c)            Upon
the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator shall
transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part
of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate
Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased
or otherwise removed from the Trust, the Master Servicer or the Special Servicer, as applicable, may direct the Certificate Administrator
in writing to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such
direction, the Certificate Administrator shall not be obligated to delete any Diligence File from the Secure Data Room. Following
the termination of the Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted to delete all files
from the Secure Data Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve
such deleted files.


 


[End of ARTICLE IV]


 


Article
V



THE CERTIFICATES


 


Section
5.01     The Certificates. (a) The Certificates will be substantially in the respective forms annexed hereto as Exhibits
A-1 through and including A-25, 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


 






     -415-


     


    

 


necessary,
appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as may be required by law, or as may,
consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof.
The Class X Certificates will be issuable only in minimum Denominations of authorized initial Notional Amount of not less
than $1,000,000 and in integral multiples of $1.00 in excess thereof. The Offered Certificates (other than the Class X-A
Certificates and Class X-B Certificates) and the Loan-Specific Certificates (other than the Class UES-X Certificates and
Class STN-X Certificates) will be issuable only in minimum Denominations of authorized initial Certificate Balance of not
less than $10,000, and in integral multiples of $1.00 in excess thereof. The Non-Registered Certificates (other than the
Class X-E, Class V, Class Z and Class R Certificates) will be issuable in minimum Denominations of authorized initial
Certificate Balance of not less than $100,000, and in integral multiples of $1.00 in excess thereof. If the Original
Certificate Balance or initial Notional Amount, as applicable, of any Class does not equal an integral multiple of $1.00,
then a single additional Certificate of such Class may be issued in a minimum denomination of authorized initial Certificate
Balance or initial Notional Amount, as applicable, that includes the excess of (i) the Original Certificate Balance or
initial Notional Amount, as applicable, of such Class over (ii) the largest integral multiple of $1.00 that does not
exceed such amount. The Certificates of each Class of Class V Certificates will be issuable in one or more Definitive
Certificates, in minimum denominations of authorized Certificate Balance as described in the succeeding table, and multiples
of $l in excess thereof (or such lesser amount if the Certificate Balance is not a multiple of $1). The Class R Certificates
shall be issued, maintained and transferred in minimum percentage interests of 10% of such Class R Certificates and in
integral multiples of 1% in excess thereof. The Class Z Certificates shall be issued, maintained and transferred in minimum
percentage interests of 1% of such Class Z Certificates.


 


(b)           One
authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


(c)            During
the Transfer Restriction Period, the HRR Certificates shall only be held as Definitive Certificates in the Third Party Purchaser
Safekeeping Account by the Certificate Administrator (and the Holder of the HRR Certificates shall be registered on the Certificate
Register), unless otherwise consented to by the Retaining Sponsor. The Certificate Administrator acknowledges that the HRR Certificates
have been pledged by the Third Party Purchaser to the Retaining Sponsor to secure certain obligations of the Third Party Purchaser
pursuant to Section 5 of the Credit Risk Retention Compliance Agreement and are subject to the security interest created thereunder.
The Certificate Administrator (in the capacity described in this Section, the “Retained Interest Custodian”)
hereby agrees to acquire and hold possession of the HRR Certificates on behalf of the Retaining Sponsor, and hereby expressly acknowledges
that it holds such Certificates for and on behalf of the Retaining Sponsor. The Retained Interest Custodian hereby agrees that
it shall not relinquish possession of the HRR Certificates to any Person except as directed in writing by the Retaining Sponsor.
Upon receipt by the Retained


 



     -416-


     


    

 


Interest Custodian of a written notice from the Retaining Sponsor (which notice shall also be provided
to the Third-Party Purchaser) directing the further delivery of the HRR Certificates from the Retaining Sponsor (including any
direction to reregister the HRR Certificates in the name of another Person), the Retained Interest Custodian shall, no sooner than
two (2) Business Days of receipt thereof, promptly comply with such instructions of the Retaining Sponsor notwithstanding any direction
to the contrary that may be received from any other party or Person. After the release of any HRR Certificates, the Retained Interest
Custodian shall have no liability with respect to the safekeeping of such released HRR Certificates. The Retained Interest Custodian
shall be indemnified and held harmless for any release in connection with the preceding. There shall be, and hereby is, established
by the Certificate Administrator an account which shall be designated the “Third Party Purchaser 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 Third Party Purchaser Safekeeping Account but shall be remitted directly to the Holder of the HRR Certificates
in accordance with written instructions (which shall be in the form of Exhibit VV to this Agreement) provided separately
by the Holder of the HRR Certificates to the Certificate Administrator. Under no circumstances by virtue of safekeeping the HRR
Certificates shall the Certificate Administrator (i) be obligated to bring legal action or institute proceedings against any person
on behalf of the Holder of the HRR Certificates or the Retaining Sponsor or (ii) have any obligation to monitor, supervise or enforce
the performance of any party under the related Credit Risk Retention Compliance Agreement. The Certificate Administrator shall
be entitled to conclusively rely with no obligation to verify, confirm or otherwise monitor the accuracy of any information included
in any written instructions provided in connection with the Third Party Purchaser Safekeeping Account and shall have no liability
in connection therewith, other than with respect to the Certificate Administrator’s obligation to obtain the Retaining Sponsor’s
consent prior to any release of the HRR Certificates. During the Transfer Restriction Period, the Certificate Administrator shall
hold the Definitive Certificate representing the HRR Certificates at the location below, or any other location; provided
the Certificate Administrator has given notice to the Holder of the HRR Certificates of such new location:


 


Wells Fargo Bank NA

Attn: Security Control and Transfer (SCAT) - MAC N9345-010

425 E Hennepin Avenue

Minneapolis, MN 55414


 


On the Closing Date,
the Certificate Administrator shall deliver written confirmations to the Depositor, the Retaining Sponsor and the Third Party Purchaser
substantially in the form of Exhibit UU to this Agreement evidencing its receipt of the HRR Certificates and to the Depositor.


 


The Certificate Administrator
shall make available to the Holder of the HRR Certificates and the Retaining Sponsor a statement of the Third Party Purchaser 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


 



     -417-


     


    

 


policies and procedures. Any transfer of the HRR Certificates shall
be subject to ARTICLE V of this Agreement.


 


In the event that the
Retaining Sponsor notifies the Certificate Administrator that it has realized upon the HRR Certificates pledged to it under the
Credit Risk Retention Compliance Agreement as a result of the Third Party Purchaser having failed to perform any of its Secured
Obligations (as defined in the Credit Risk Retention Compliance Agreement) and upon written notice and instruction to a Responsible
Officer of the Certificate Administrator at Wells Fargo Bank, National Association, 9062 Old Annapolis Road, Columbia Maryland
21045, Attention: Corporate Trust Services (CMBS) – CSAIL 2017-CX10 of the Retaining Sponsor’s election to realize
upon the HRR Certificates under the Credit Risk Retention Compliance Agreement, the Certificate Administrator shall, in accordance
with any authentication procedures as may be utilized by the Certificate Administrator, reasonably promptly register in the Certificate
Register the Retaining Sponsor as the record owner of the HRR Certificates and fill in the Retaining Sponsor’s name in the
HRR Certificate Power as assignee or as otherwise instructed by the Retaining Sponsor. For the avoidance of doubt, the transfer
or assignment contemplated in this paragraph shall not be subject to any other requirement under Article 5 or otherwise under this
Agreement (including, without limitation, delivery of any required notices or instructions or transferor or transferee certificates,
or delivery to the Certificate Administrator of any medallion guaranty/stamp). The Certificate Administrator shall be indemnified
and held harmless for any actions reasonably taken in connection with the realization, transfer or assignment in connection with
this Section 5.01(c) and in accordance with Section 8.03.


 


(d)           In
the event the Third Party Purchaser seeks to cause the release of any HRR Certificates from the Third Party Safekeeping Account,
the Third Party Purchaser shall simultaneously deliver to the Certificate Administrator, the Retaining Sponsor and the Depositor
(i) an executed written request for such release in the form attached hereto as Exhibit D-5 and (ii) an executed written
request for the Retaining Sponsor’s consent to such release substantially in the form attached hereto as Exhibit D-7.
The Certificate Administrator may not consent to, or otherwise permit, any such release without obtaining the Retaining Sponsor’s
countersigned request for consent. The Certificate Administrator shall be indemnified and held harmless for any release in connection
with the preceding, in accordance with the terms set forth in Section 8.03. The Certificate Administrator shall have no
further obligations with respect to the safekeeping of such released certificates.


 


Section
5.02     Form and Registration. No transfer of any Non-Registered Certificate shall be made
unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective
registration or qualification under applicable state securities laws, or is made in a transaction which does not require such
registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial
Purchaser to Eightfold Real Estate Capital Fund V, L.P. or its Affiliate) 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


 



     -418-


     


    

 


represented
by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable
form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be
deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate
Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the
nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the
expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted
Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear
or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate
may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit
hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in
respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate
Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of
the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate
shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry
Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S
Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments
made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


On the Closing Date,
the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall
deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar
for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National Association is hereby
initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery
of the Certificates in connection with transfers and exchanges as herein provided. If Wells Fargo Bank, National Association is
removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated as Authenticating Agent.
If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee
or an Affiliate thereof.


 


(b)           Certificates
of each Class of Non-Registered Certificates (other than the HRR Certificates and other than the VRR Interest, the Y&L Towers
VRR Interest and the Standard Highline VRR Interest following the conversion described in Section 5.03(i) hereof 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.


 






     -419-


     


    




 


(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. The
Loan-Specific Certificates shall not be offered, sold or transferred to investors that are Institutional Accredited Investors who
are not also Qualified Institutional Buyers. For the avoidance of doubt, the Class V, Class R and Class Z Certificates and the
HRR Certificates shall only be in the form of Definitive Certificates, and the Certificates evidencing the VRR Interest, the Y&L
Towers VRR Interest and the Standard Highline VRR Interest shall be converted following their initial issuance to the form of Definitive
Certificates pursuant to Section 5.02(i) and shall thereafter at all times during the Transfer Restriction Period be held
in such form.


 


(d)           Owners
of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or
able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases
to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety
(90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce
the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it
is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary
Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii)
above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository
of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate
Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate
issued for a Rule 144A Book-Entry Certificate, 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.


 






     -420-


     


    




 


(e)            Other
than as provided for in Section 5.03(i), any VRR Interest, Y&L Towers VRR Interest or Standard Highline VRR Interest
shall only be held as a Definitive Certificate in a Retained Interest Safekeeping Account by the Certificate Administrator (the
Retaining Party’s interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting
system under such Retained Interest Safekeeping Account), for the benefit of the Holder of the related Certificate. The Certificate
Administrator shall hold each Certificate evidencing the VRR Interest, Y&L Towers VRR Interest or Standard Highline VRR Interest
in safekeeping and shall release the same only upon receipt of written direction from a holder of the VRR Interest, Y&L Towers
VRR Interest or Standard Highline VRR Interest, as applicable, the Depositor and the Retaining Sponsor, and in accordance with
any authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. There
shall be, and hereby is, established by the Certificate Administrator an account which will be designated a “Retained Interest
Safekeeping Account” and into which the VRR Interest, Y&L Towers VRR Interest or Standard Highline VRR Interest, as applicable,
shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate
Administrator may establish any number of subaccounts to the Retained Interest Safekeeping Account for the Retaining Party. The
VRR Interest, Y&L Towers VRR Interest or Standard Highline VRR Interest, as applicable, to be delivered in physical form to
the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the VRR Interest, Y&L Towers
VRR Interest or Standard Highline VRR Interest, as applicable, shall be remitted to the related Retained Interest Safekeeping Account,
but shall be remitted directly to the Retaining Party in accordance with written instructions provided separately by the Retaining
Party to the Certificate Administrator; provided, however, that with respect to the first Distribution Date, if the
VRR Interest, Y&L Towers VRR Interest or Standard Highline VRR Interest is not exchanged into a Definitive Certificate by the
first Record Date pursuant to Section 5.03(i), then the Certificate Administrator shall be authorized to disburse the amounts
remitted by DTC into the Retained Interest Safekeeping Account on the first Distribution Date to the Retaining Party as distributions
to the Retaining Party and such amounts shall be disbursed pursuant to the written instructions provided by the Retaining Party
to the Certificate Administrator. Under no circumstances by virtue of safekeeping the VRR Interest, Y&L Towers VRR Interest
or Standard Highline VRR Interest, as applicable, shall the Certificate Administrator be obligated to bring legal action or institute
proceedings against any person on behalf of the Retaining Party. During the Transfer Restriction Period and for such longer time
as the Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificate representing the VRR Interest,
Y&L Towers VRR Interest or Standard Highline VRR Interest, as applicable, at the below location, or any other location; provided
the Certificate Administrator has given notice to the Retaining Party of such new location:


 


Wells Fargo Bank NA

Attn: Security Control and Transfer (SCAT) - MAC N9345-010

425 E Hennepin Avenue

Minneapolis, MN 55414


 


The Certificate Administrator
shall make available to the Retaining Party its account information as mutually agreed upon by the Certificate Administrator and
the Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a VRR
Interest, Y&L Towers VRR Interest or Standard Highline VRR Interest, as


 



     -421-


     


    

 


applicable, shall be subject to Section 5.03(g)
and Section 5.03(i). The Certificate Administrator is hereby directed by the Depositor to enter into an agreement relating
to the Retained Interest Safekeeping Accounts to facilitate the initial settlement and sale of the VRR Interest, Y&L Towers
VRR Interest or Standard Highline VRR Interest, as applicable, on the Closing Date.


 


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 VRR Interest, the Y&L Towers VRR Interest and
the Standard Highline VRR Interest as Definitive Certificates on behalf of each Holder of such Class and providing notice to
the Retaining Sponsor of any attempts to transfer any VRR Interest, Y&L Towers VRR Interest or Standard Highline VRR
Interest, (iii) holding the HRR Certificates as Definitive Certificates on behalf of the Holder of the HRR Certificates and
(iv) transmitting to the Depositor, the Master Servicer and the Special Servicer any notices from the Certificateholders. No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of
Transfer or exchange of any Certificate (other than Definitive Certificates) referred to in this Section 5.03.


 


(b)            Subject
to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any Certificate, the
Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)            Rule
144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule
144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during
the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Temporary Regulation
S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who
is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry Certificate of the same
Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest
for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.07, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest
in the Temporary Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate
in the form of Exhibit I hereto given


 



     -422-


     


    

 


by the holder of such beneficial interest stating that the transfer of such interest
has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance
with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate
Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who
shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry
Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to
be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry
Certificate that is being exchanged or transferred.


 


(d)            Rule
144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A Book-Entry
Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the Restricted
Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Regulation S Book-Entry Certificate
of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who is required to take delivery
thereof in the form of an interest in a Regulation S Book-Entry Certificate, such holder may, subject to the rules and procedures
of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such Regulation S
Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07,
of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate
Registrar to credit or cause to be credited a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal
to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in accordance with
the Depository’s procedures containing information regarding the participant account of the Depository to be credited with
such increase and (3) a certificate in the form of Exhibit J hereto given by the holder of such beneficial interest stating
(A) that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Book-Entry
Certificates and pursuant to and in accordance with Regulation S, or (B) that the transferee is otherwise entitled to hold its
interest in the applicable Certificates in the form of an interest in the Regulation S Book-Entry Certificate, without any registration
of such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel to such effect and such
other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct the Depository
to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to
be increased, the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the 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.


 






     -423-


     


    




 


(e)            Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If a holder
of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate deposited with
the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate of the
same Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate, such holder
may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause
the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same Class.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions from
Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit or cause
to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest in the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions to contain information
regarding the participant account with the Depository to be credited with such increase, (2) with respect to a transfer of an interest
in the Regulation S Book-Entry Certificate, information regarding the participant account of the Depository to be debited with
such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Book-Entry Certificate for an interest
in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit K hereto
given by the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary Regulation
S Book-Entry Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Book-Entry Certificate is
a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment Representation Letter in the form of Exhibit
C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer (an “Investment
Representation Letter”) and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A,
then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to increase, or cause to be increased,
the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest
in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, and the Certificate
Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited, to the account of
the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to debit,
or cause to be debited, from the account of the Person making such transfer the beneficial interest in the Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)             Temporary
Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation S Book-Entry
Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate
(a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable,
has received a certificate substantially in the form of Exhibit L hereto from the holder


 



     -424-


     


    

 


of a beneficial interest in such
Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation
S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering to the Depository
for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry Certificate, representing
the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate initially exchanged for interests
in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate
or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that
the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms
of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary Regulation
S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the
Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount
so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in the amount represented
thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry Certificate, and the
Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S
Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


(g)            Non-Book
Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than (a) a Class R Certificate,
(b) a Class Z Certificate or (c) an HRR Certificate or any Certificate evidencing the VRR Interest, Y&L Towers VRR Interest
or Standard Highline VRR Interest during the Transfer Restriction Period) wishes at any time to exchange its interest in such Non-Book
Entry Certificate for an interest in a Book-Entry Certificate of the same Class, or to transfer all or part of such Non-Book Entry
Certificate to a Person who is entitled to take delivery thereof in the form of an interest in a Book-Entry Certificate, such holder
may, subject to the rules and procedures of Euroclear or Clearstream, if applicable, and the Depository, cause the exchange of
all or part of such Non-Book Entry Certificate for an equivalent beneficial interest in the appropriate Book-Entry Certificate
of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07, of
(1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions from such holder directing the Certificate
Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable Book-Entry Certificate equal
to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged, such instructions to contain information
regarding the participant account with the Depository to be credited with such increase and (3) a certificate in the form of Exhibit
M hereto (in the event that the applicable Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in
the form of Exhibit N hereto (in the event that the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate)
or in the form of Exhibit O hereto (in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry
Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book
Entry Certificate, shall, if applicable, execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal
to the aggregate Certificate Balance of the portion retained by such transferor and shall instruct the Depository to increase,
or cause to be increased, such Book-Entry Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry


 



     -425-


     


    

 


Certificate to be exchanged and to credit, or cause to be credited, to the account of the Person specified in such instructions
a beneficial interest in the applicable Book-Entry Certificate equal to the Certificate Balance of the portion of the Non-Book
Entry Certificate so canceled. Upon the written direction of the Depositor (which may be by email to cts.cmbs.bond.admin@wellsfargo.com)
or its Affiliate, the Certificate Registrar shall execute any instrument as may be reasonably required by the Depository to effect
such exchange.


 


(h)            Non-Book
Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by Section
5.02(d), and subject to the issuance and transfer of the VRR Interest, the Y&L Towers VRR Interest and the Standard Highline
VRR Interest in accordance with Section 5.03(i), 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 VRR Interests, Y&L Towers VRR Interests or Standard Highline VRR Interests. At all times, if a Transfer of all or a
portion of the VRR Interest, the Y&L Towers VRR Interest or the Standard Highline VRR Interest, as applicable, is to be made,
then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely
upon) (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto
as Exhibit D-3, which such certification must be countersigned by the Retaining Sponsor and Depositor with a medallion stamp
guarantee of the Retaining Sponsor and (ii) a certification from the Certificateholder desiring to effect such transfer substantially
in the form attached hereto as Exhibit D-4, which such certification must be countersigned by the Retaining Sponsor and
the Depositor with a medallion stamp guarantee of the Retaining Sponsor. Upon receipt of the foregoing certifications, the Certificate
Registrar shall, subject to Section 5.02(e) and Section 5.03(a), reflect all or any such portion of the VRR Interest,
the Y&L Towers VRR Interest or the Standard Highline VRR Interest, as applicable, in the name of the prospective Transferee.
For the avoidance of doubt, other than at initial issuance, in no event shall a VRR Interest, the Y&L Towers VRR Interest or
the Standard Highline VRR Interest be held as a Book-Entry Certificate during the Transfer Restriction Period; provided
that, each Certificate representing the VRR Interest, the Y&L Towers VRR Interest or the Standard Highline VRR Interest, as
applicable, shall on the Closing Date be issued in book-entry form and shall initially be held as a Book-Entry Certificate; however,
upon initial issuance on the Closing Date, the Certificate Administrator is hereby instructed by the Depositor to exchange the
Book-Entry Certificate(s) representing the VRR Interest, the Y&L Towers VRR Interest or the Standard Highline VRR Interest,
as applicable, for a Definitive Certificate as soon as practicable after the Closing Date but no later than two (2) Business Days
after the Closing Date and shall hold each Definitive Certificate evidencing the VRR Interest, the Y&L Towers VRR Interest
or the Standard Highline VRR Interest, as applicable, in safekeeping pursuant to Section 5.02(e). 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. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates may be exchanged
only in accordance with such procedures as are substantially consistent with the provisions of subsections (c) through (f)
above


 



     -426-


     


    

 


(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 Purchaser or the Loan-Specific Initial Purchasers or with respect to the VRR Interest, NREC acting as a Retaining Party)
of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received either (i) a representation
letter from the proposed purchaser or transferee of such Certificate substantially in the form of Exhibit F-1 attached hereto,
to the effect that such proposed purchaser or transferee is not and will not become (A) an employee benefit plan subject to the
fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental plan (as defined
in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section
410(d) of the Code or any other plan subject to any federal, state or local law (“Similar Law”) which is, to
a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”) or (B) a person
acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason
of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as modified by
Section 3(42) of ERISA), other than an insurance company using the assets of its general account under circumstances whereby the
purchase and holding of such Certificates by such insurance company would be exempt from the prohibited transaction provisions
of ERISA and the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60 (or, in the case of a Plan subject
to Similar Law, would not result in a non-exempt violation of Similar Law) or (ii) if such Certificate which may be held only by
a person not described in clauses (A) or (B) above, is presented for registration in the name of a purchaser or transferee
that is any of the foregoing, an Opinion of Counsel in form and substance satisfactory to the Trustee and Certificate Administrator
and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee will


 



     -427-


     


    

 


not constitute
or result in a non-exempt “prohibited transaction” within the meaning of ERISA, Section 4975 of the Code or a non-exempt
violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, the Initial Purchaser, the Loan-Specific Initial Purchasers, the Underwriters, the Operating Advisor or the Depositor
to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar
Law) in addition to those set forth in the Agreement. The Trustee and Certificate Administrator shall not register the sale, transfer,
pledge or other disposition of any ERISA Restricted Certificate unless the Trustee and Certificate Administrator have received
either the representation letter described in clause (i) above or the Opinion of Counsel described in clause (ii)
above. The costs of any of the foregoing representation letters or Opinions of Counsel shall not be borne by any of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Initial Purchaser, the Loan-Specific
Initial Purchasers, the Underwriters, the Operating Advisor, the Asset Representations Reviewer or the Trust. Each Certificate
Owner of an ERISA Restricted Certificate shall be deemed to represent that it is not and will not become a Person specified in
clauses (i)(A) or (i)(B) above. Any transfer, sale, pledge or other disposition of any ERISA Restricted Certificates
that would constitute or result in a prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law, or would
otherwise violate the provisions of this Section 5.03(n) shall be deemed absolutely null and void ab initio, to the
extent permitted under applicable law.


 


In addition, each beneficial
owner of a Certificate or any interest therein that is a Plan subject to Title I of ERISA or Section 4975 of the Code (an “ERISA
Plan”), including any fiduciary purchasing Certificates on behalf of an ERISA Plan (“Plan Fiduciary”),
will be deemed to have represented by its acquisition of such Certificates that:


 


(1) none of the Depositor,
the Underwriters, the Initial Purchasers, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer or any of their respective affiliated entities (the “Transaction Parties”), has provided
or will provide advice with respect to the acquisition of Certificates by the ERISA Plan, other than to the Plan Fiduciary which
is independent of the Transaction Parties, and the Plan Fiduciary either: (a) is a bank as defined in Section 202 of the Investment
Advisers Act of 1940 (the “Advisers Act”), or similar institution that is regulated and supervised and subject
to periodic examination by a State or Federal agency; (b) is an insurance carrier which is qualified under the laws of more than
one state to perform the services of managing, acquiring or disposing of assets of an ERISA Plan; (c) is an investment adviser
registered under the Advisers Act, or, if not registered an as investment adviser under the Advisers Act by reason of paragraph
(1) of Section 203A of the Advisers Act, is registered as an investment adviser under the laws of the state in which it maintains
its principal office and place of business; (d) is a broker-dealer registered under the Securities Exchange Act of 1934, as amended;
or (e) has, and at all times that the ERISA Plan is invested in the Certificates will have, total assets of at least U.S. $50,000,000
under its management or control (provided that this clause (e) shall not be satisfied if the Plan Fiduciary is either (i)
the owner or a relative of the owner of an investing individual retirement account or (ii) a participant or beneficiary of the
ERISA Plan investing in the Certificates in such capacity);


 






     -428-


     


    




 


(2) the Plan Fiduciary
is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment
strategies, including the acquisition by the ERISA Plan of Certificates;


 


(3) the Plan Fiduciary
is a “fiduciary” with respect to the ERISA Plan within the meaning of Section 3(21) of ERISA, Section 4975 of the Code,
or both, and is responsible for exercising independent judgment in evaluating the ERISA Plan’s acquisition of the Certificates;


 


(4) none of the Transaction
Parties has exercised any authority to cause the ERISA Plan to invest in the Certificates or to negotiate the terms of the ERISA
Plan’s investment in the Certificates or received a fee or other compensation from the ERISA Plan or Plan Fiduciary for the
provision of investment advice in connection with the acquisition by the ERISA Plan of the Certificates; and


 


(5) the Plan Fiduciary
has been informed by the Transaction Parties: (a) that none of the Transaction Parties is undertaking to provide impartial investment
advice or to give advice in a fiduciary capacity, and that no such entity has given investment advice or otherwise made a recommendation,
in connection with the ERISA Plan’s acquisition of the Certificates; and (b) of the existence and nature of the Transaction
Parties financial interests in the ERISA Plan’s acquisition of the Certificates.


 


The above representations
in this paragraph are intended to comply with the Department of Labor’s Reg. Sections 29 C.F.R. 2510.3-21(a) and (c)(1) as
promulgated on April 8, 2016 (81 Fed. Reg. 20,997). If these regulations are revoked, repealed or no longer effective, these representations
shall be deemed to be no longer in effect.


 


(o)            No
Class V1-Z, Class V2-Z, Class R or Class Z Certificate may be purchased by or transferred to any prospective purchaser or transferee
that is or will be a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying
assets include Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation
§ 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such Class V1-Z, Class V2-Z, Class R or Class Z Certificate.
Each prospective transferee of a Class V1-Z, Class V2-Z, Class R or Class Z Certificate shall deliver to the transferor and the
Certificate Administrator a representation letter, substantially in the form of Exhibit F-2, stating that the prospective
transferee is not a Plan or a person acting on behalf of or using the assets of a Plan. Any attempted or purported transfer in
violation of these transfer restrictions shall be null and void ab initio and shall vest no rights in any purported transferee
and shall not relieve the transferor of any obligations with respect to the applicable Certificates.


 


Each Person who has or
acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership Interest to
have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership Interest are
expressly subject to the following provisions:


 


(i)           Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as


 



     -429-


     


    

 


agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in
the first sentence of this Section 5.03(o) by a Person who is not a Permitted Transferee or by a Person who is acting as
an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding
owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest
as soon and as fully as possible.


 


(ii)          No
Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without the
express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such
proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer of
any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed transferee
to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an affidavit
in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed transferee
(A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee historically has paid
its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands that, as the holder
of a Residual Ownership Interest, it may incur liabilities in excess of cash flows generated by the residual interest, (3) the
proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the proposed
transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign permanent establishment
or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any other U.S. Tax Person,
(5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not provide a Transferee
Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted Transferee or is acting
as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and (6) the proposed
transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.03(o) and (y) other than in
connection with the initial issuance of a Class R Certificate, require a statement from the proposed transferor substantially in
the form attached as Exhibit D-2 (the “Transferor Letter”), that the proposed transferor has no actual
knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed
transferee’s statements in its Transferee Affidavit are false.


 


(iii)   
    Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause
(ii) above, if a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed transferee is
not a Permitted Transferee, no Transfer to such proposed transferee shall be effected and such proposed Transfer shall not be
registered on the Certificate Register; provided, however, that the Certificate Registrar shall not be required
to conduct any independent investigation to determine whether a proposed transferee is a Permitted Transferee. Upon notice to
the Certificate Registrar


 



     -430-


     


    

 


that there has occurred a Transfer to any Person that is a Disqualified Organization or an agent
thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions, and in any event not later
than sixty (60) days after a request for information from the transferor of such Residual Ownership Interest or such agent,
the Certificate Registrar agrees to furnish to the Internal Revenue Service and the transferor of such Residual Ownership
Interest or such agent such information necessary to the application of Section 860E(e) of the Code as may be required by the
Code, including, but not limited to, the present value of the total anticipated excess inclusions with respect to such Class
R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate Registrar, the
Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor or to
such agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing
such information.


 


(p)            The
Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(q)           Other
than with respect to a transfer made pursuant to the last paragraph of Section 5.01(c), if a transfer of the HRR Certificates
is to be made, then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may
conclusively rely upon) (i) a certification from such Certificateholder’s prospective transferee substantially in the form
attached hereto as Exhibit D-5, which such certification must be countersigned by the Retaining Sponsor and Depositor with
a medallion stamp guarantee of the Retaining Sponsor and (ii) a certification from the Certificateholder desiring to effect such
transfer substantially in the form attached hereto as Exhibit D-6, which such certification must be countersigned by the
Retaining Sponsor and Depositor with a medallion stamp guarantee of the Retaining Sponsor. Upon receipt of the foregoing certifications,
the Certificate Registrar shall, subject to Section 5.01(c) and Section 5.03, reflect the HRR Certificates in the
name of the prospective transferee. For the avoidance of doubt, in no event shall the HRR Certificates be held as a Global Certificate
during the Transfer Restriction Period.


 


(r)             Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding,
and the Certificateholders shall be required to provide the Certificate Administrator with such forms and other such information
reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any amount from interest or
original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal withholding requirements,
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.


 






     -431-


     


    




 


(s)            Each
Certificate Owner of a Non-Registered Certificate shall be deemed to have represented and agreed as follows:


 


(i)             Such
Certificate Owner (A)(i) is a Qualified Institutional Buyer, (ii) is acquiring such Non-Registered Certificate for its own account
or for the account of another Qualified Institutional Buyer, as the case may be, and (iii) is aware that the sale of the Non-Registered
Certificates to it is being made in reliance on Rule 144A, (B)(i)(except with respect to the Class R Certificates) is an Institutional
Accredited Investor that is not a Qualified Institutional Buyer and that is purchasing such Non-Registered Certificate for its
own account or for the account of another Institutional Accredited Investor, and (ii) is not acquiring such Non-Registered Certificate
with a view to any resale or distribution of such Non-Registered Certificate other than in accordance with the restrictions set
forth in this Section 5.03(s), or (C) (except with respect to the Class R Certificates) is an institution that is not a
United States Securities Person, and is purchasing such Non-Registered Certificate in an Offshore Transaction.


 


(ii)            Such
Certificate Owner understands that the Non-Registered Certificates have not been and will not be registered or qualified under
the Securities Act or any state or foreign securities laws and may not be reoffered, resold, pledged or otherwise transferred except
(A) to a person whom the purchaser reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements
of Rule 144A, (B) (except with respect to the Class R Certificates) to an institution that is a non-United States Securities Person
in an Offshore Transaction in accordance with Rule 903 or 904 of Regulation S, or (C) (except with respect to the Class R Certificates)
to an Institutional Accredited Investor that is not a Qualified Institutional Buyer, and in each case, in accordance with any applicable
federal securities laws and any applicable securities laws of any state of the United States or any other jurisdiction.


 


(iii)           Such
Certificate Owner understands that, if the purchaser of a Non-Registered Certificate is not a Qualified Institution Buyer or a
non-United States Securities Person, the Non-Registered Certificates purchased by such purchaser may not be transferred in book-entry
form and may be transferred in physical form only in compliance with the restrictions in clause (ii)(C) above and no such
transfer of the Non-Registered Certificates owned by such Certificate Owner will be permitted unless the purchaser provides certification
that the transfer complies with such restrictions, as described in this Section 5.03(s).


 


(iv)           Such
Certificate Owner is duly authorized to purchase the Non-Registered Certificates and its purchase of investments having the characteristics
of the Non-Registered Certificate is authorized under, and not directly or indirectly in contravention of, any law, rule, regulation,
charter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments
that is applicable to such Certificate Owner.


 


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


 



     -432-


     


    

 


(b) there is delivered to the Certificate Registrar such security or
indemnity as may be required by it to save it harmless, then, in the absence of actual notice to the Certificate Registrar
that such Certificate has been acquired by a bona fide purchaser, the Certificate Registrar shall execute, authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
tenor and interest in the Trust. In connection with the issuance of any new Certificate under this Section 5.04, the
Certificate Registrar may require the payment of a sum sufficient to cover any expenses (including the fees and expenses of
the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall
constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time.


 


Section
5.05     Persons Deemed Owners. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Operating Advisor, the Asset Representations Reviewer and the Certificate Registrar, and any agent of any of them, may
treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving
distributions as provided in this Agreement and for all other purposes whatsoever, and neither the Master Servicer, the
Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the
Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary; provided, however,
that to the extent that a party to this Agreement responsible for distributing any report, statement or other information
required to be distributed to Certificateholders has been provided an Investor Certification, such party to this Agreement
shall distribute such report, statement or other information to such beneficial owner (or prospective transferee).


 


Section
5.06     Access to List of Certificateholders’ Names and Addresses; Special Notices. The Certificate Registrar
shall maintain in as current form as is reasonably practicable the most recent list available to it of the names and
addresses of the Certificateholders. If any Certificateholder that has provided an Investor Certification (a) requests in
writing from the Certificate Registrar a list of the names and addresses of Certificateholders, (b) states that such
Certificateholder desires to communicate with other Certificateholders with respect to its rights under this Agreement or
under the Certificates and (c) provides a copy of the communication which Certificateholder proposes to transmit, then the
Certificate Registrar shall, within ten (10) Business Days after the receipt of such request, afford such Certificateholder
(at such Certificateholder’s sole cost and expense) access during normal business hours to a current list of the
Certificateholders as of the most recent Record Date as they appear in the Certificate Register. Every Certificateholder, by
receiving and holding a Certificate, agrees that the Certificate Registrar shall not be held accountable by reason of the
disclosure of any such information as to the list of the Certificateholders hereunder, regardless of the source from which
information was derived. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor and the Depositor shall be entitled to a list of the names and addresses of Certificateholders from time to time upon
request therefor.


 


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


 



     -433-


     


    

 


Certificate Owners related to Certificateholders or Certificate
Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing such disclosure (a “Special
Notice”) regarding the request to communicate shall include the following and no more than the following: (a) the name
of the Certificateholder or Certificate Owner making the request, (b) the date the request was received, (c) a statement to the
effect that the Certificate Administrator has received such request, stating that such Certificateholder or Certificate Owner is
interested in communicating with other Certificateholders or Certificate Owners with regard to the possible exercise of rights
under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may use to contact the
requesting Certificateholder or Certificate Owner.


 


In verifying the identity
of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if the Certificateholder or Certificate
Owner is the holder of record with respect to any Certificate, the Certificate Administrator shall not require any further verification
or (ii) if the Certificateholder or Certificate Owner is not the holder of record with respect to any Certificate, the Certificate
Administrator shall require no more than (x) a written certification from such Certificateholder or Certificate Owner that it is
the beneficial owner of a Certificate, (y) the name of the transaction, 2017-CX10, and (z) one of the following documents confirming
ownership of such Certificate: a trade confirmation, an account statement, a letter from a broker-dealer or another document acceptable
to the Certificate Administrator that is similar to any of the foregoing documents). The Certificate Administrator shall not have
any obligation to verify the information provided by any Certificateholder or Certificate Owner in any request to communicate and
may rely on such information conclusively. Additionally, any expenses the Certificate Administrator incurs in connection with any
request to communicate will be paid by the Trust.


 


Section
5.07     Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office
or offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The
Certificate Registrar initially designates its office at 600 South, 4th Street, 7th Floor, MAC
N9300-070, Minneapolis, Minnesota 55479 as its office for such purposes. The Certificate Registrar shall give prompt written
notice to the Certificateholders and the Mortgagors of any change in the location of the Certificate Register or any such
office or agency.


 


Section 5.08     Appointment
of Certificate Administrator.


 


(a)            Wells
Fargo Bank, National Association is hereby initially appointed Certificate Administrator in accordance with the terms of this Agreement.
If the Certificate Administrator resigns or is terminated, the Trustee shall appoint a successor certificate administrator which
may be the Trustee or an Affiliate thereof to fulfill the obligations of the Certificate Administrator hereunder which must satisfy
the eligibility requirements set forth in Section 8.06.


 


(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,


 



     -434-


     


    

 


Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties.


 


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


 


(d)            The
Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)            The
Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 


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


 


Section
5.09     Exchanges of Exchangeable Groups of Certificates. (a) The Grantor Trust shall be
maintained by the Certificate Administrator, on behalf of the Trustee, in part for the benefit of the Holders of the
Certificates (other than the Class R Certificates). The assets of the Grantor Trust held for the benefit of the Holders of
the Certificates (other than the Class R Certificates) shall consist of the Regular Interests. The Regular Interests shall be
held by the Certificate Administrator for the benefit of the Trustee. At all times, each Regular Certificate shall represent
beneficial ownership interests in the related Class Percentage Interest of the related Regular Interest, in each case, with
the corresponding alphabetical and numerical designation. At all times, the Class V1-A Certificates shall represent
beneficial ownership interests in the Class V1-A Percentage Interest of the Class A-1, Class A-2, Class A-SB, Class A-3,
Class A-4, Class A-5, Class X-A and Class A-S Regular Interests. At all times, the Class V1-B Certificates shall represent
beneficial ownership interests in the Class V1-B Percentage Interest of the Class X-B, Class B Regular Interests and the
Class C Regular Interests. At all times, the Class V1-D Certificates shall represent beneficial ownership interests in the
Class V1-D Percentage Interest of the Class D Regular Interests. At all times, the Class V1-D Certificates shall
represent beneficial ownership interests in the Class V1-D Percentage Interest of the Class D Regular Interests. At all
times, the Class V1-F Certificates shall represent beneficial ownership interests in the Class V1-F Percentage Interest of
the Class F and Class NR Regular Interests. At all times, the Class V1-Z Certificates shall represent beneficial ownership
interests in the Class V1-Z Percentage Interest of the Class Z Certificates. At all times, the Class V2-A Certificates shall
represent beneficial ownership interests in the Class V2-A Percentage Interest of the Regular Interests (other than the
Y&L Towers Loan-Specific Regular Interests and the Standard Highline Loan-Specific Regular Interests). At all times, the
Class V1-UESA Certificates shall represent beneficial ownership interests in the Class V1-UESA Percentage Interest of the
Class UES-A, Class UES-B and Class UES-C


 



     -435-


     


    

 


Regular Interests. At all times, the Class V1-UESD Certificates shall represent
beneficial ownership interests in the Class V1-UESD Percentage Interest of the Class UES-D Regular Interests. At all times,
the Class V2-UES Certificates shall represent beneficial ownership interests in the Class V2-UES Percentage Interest of the
Y&L Towers Loan-Specific Regular Interests. At all times, the Class V1-STNA Certificates shall represent beneficial
ownership interests in the Class V1-STNA Percentage Interest of the Class STN-A, Class STN-X and Class STN-B Regular
Interests. At all times, the Class V1-STNC Certificates shall represent beneficial ownership interests in the Class V1-STNC
Percentage Interest of the Class STN-C Regular Interests. At all times, the Class V2-STN Certificates shall represent
beneficial ownership interests in the Class V2-STN Percentage Interest of the Standard Highline Loan-Specific Regular
Interests. At all times, the Class V2-Z Certificates shall represent beneficial ownership interests in the Class
V2-Z Percentage Interest of the Class Z Certificates.


 


(b)       On
the Closing Date, the Grantor Trust shall issue the several Classes of Certificates (other than the Class R Certificates). Each
Class of Certificates (other than the Class R Certificates) shall be initially issued (or, in the case of the Regular Certificates
(other than the Class UES-A, Class UES-X, Class UES-B, Class UES-C, Class UES-D, Class STN-A, Class STN-X, Class STN-B and Class
STN-C Certificates) and Class Z Certificates that initially evidence the VRR Interest or, in the case of the Class UES-A, Class
UES-B, Class UES-C and Class UES-D Certificates that initially evidence the Y&L Towers VRR Interest or, in the case of the
Class STN-A, Class STN-B and Class STN-C Certificates that initially evidence the Standard Highline VRR Interest, each deemed to
be issued and simultaneously exchanged in accordance with Section 5.09(d)) on the Closing Date with, other than in the case
of the Class Z Certificates, the respective aggregate initial Certificate Balance or Notional Amount, as applicable, set forth
for such Class in the Preliminary Statement.


 


(c)       Following
the Closing Date and subject to the conditions set forth in Section 5.09(d), if a Certificateholder holds a uniform Tranche
Percentage Interest in an Exchangeable Group of Certificates, then such Exchangeable Group of Certificates shall be issued in the
form of Definitive Certificates for the same Tranche Percentage Interest in any other Exchangeable Group of Certificates as the
Certificates to be surrendered. The Certificate(s) identified in the table below under “Exchangeable Group 1”, “Exchangeable
Group 2” and “Exchangeable Group 3” are each an “Exchangeable Group” of Certificates.


 


 





	
         

        Exchangeable Groups

	
        Exchangeable

Group 1 
	
        Exchangeable

Group 2 
	
        Exchangeable

Group 3 

	Class A-1	Class V1-A	Class V2-A
	Class A-2
	Class A-SB
	Class A-3
	Class A-4
	Class A-5
	Class X-A
	Class A-S
	Class X-B	Class V1-B


 






     -436-


     


    




 


	Exchangeable
    Groups
	
        Exchangeable

Group 1 
	
        Exchangeable

Group 2 
	
        Exchangeable

Group 3 

	Class B	 	 
	Class C
	Class D	Class V1-D
	Class X-E	Class V1-E
	Class E
	Class F
	Class NR
	Class Z	Class V1-Z	Class V2-Z







 


In addition, the Y&L
Towers Loan-Specific Certificate(s) identified in the table below under “Y&L Towers Initial Issuance Certificates”,
“Class V1-UES Certificates” and “Class V2-UES Certificates” are each an “Y&L Towers Exchange
Group” of Certificates.


  


	
        Y&L
Towers Exchangeable Groups 

	
        Y&L
Towers Initial Issuance Certificates 
	
        Class
V1-UES Certificates 
	
        Class
V2-UES Certificates 

	Class UES-A	Class V1-UESA	Class V2-UES
	Class UES-B
	Class UES-C
	Class UES-X
	Class UES-D	Class V1-UESD	 


 


In addition, the Standard
Highline Loan-Specific Certificate(s) identified in the table below under “Standard Highline Initial Issuance Certificates”,
“Class V1-STN Certificates” and “Class V2-STN Certificates” are each a “Standard Highline Exchange
Group” of Certificates. 


 


	
        Standard
Highline Exchangeable Groups 

	
        Standard
Highline Initial Issuance Certificates 
	
        Class
V1-STN Certificates 
	
        Class
V2-STN Certificates 

	Class STN-A	Class V1-STNA	Class V2-STN
	Class STN-B
	Class STN-X
	Class STN-C	Class V1-STNC


 


For the avoidance of
doubt, by way of example, the holder of a uniform Tranche Percentage Interest of each Class of Regular Certificates (other than
the Loan-Specific


 



     -437-


     


    

 


Certificates) and the Class Z Certificates (collectively referred to in the table above as “Exchangeable
Group 1”) may exchange such Certificates for the same Tranche Percentage Interest in either (i) the Class V1-A, Class V1-B,
Class V1-D, Class V1-E, Class V1-F and Class V1-Z Certificates (collectively referred to in the table above as “Exchangeable
Group 2”) or (ii) the Class V2-A and Class V2-Z Certificates (referred to in the table above as “Exchangeable Group
3”). Similarly, the holder of a uniform Y&L Towers Tranche Percentage Interest in a Y&L Towers Exchangeable Group
of certificates may be exchanged for the same Y&L Towers Tranche Percentage Interest in the other Y&L Towers Exchangeable
Group of certificates.


 


(d)       An
exchange of an Exchangeable Group, Y&L Towers Exchangeable Group or Standard Highline Exchangeable Group of Certificates may
only occur if the Certificates being surrendered or received in such exchange have denominations no smaller than the minimum Denominations
set forth in Section 5.01. There shall be no limitation on the number of exchanges of Exchangeable Groups, Y&L Towers
Exchangeable Group or Standard Highline Exchangeable Group of Certificates authorized pursuant to this Section 5.09. In
addition, the Depositor shall have the right to make or cause exchanges on the Closing Date and shall deliver instructions substantially
in the form of Exhibit TT to the Certificate Administrator along with the original Certificate exchanged (unless such exchanged
Certificate was deemed issued).


 


(e)       For
any exchange other than any exchange effectuated on the Closing Date by the Depositor pursuant to Section 5.09(d), at the
request of the Holder of a uniform Tranche Percentage Interest of an Exchangeable Group, Y&L Towers Exchangeable Group or Standard
Highline Exchangeable Group, and upon the surrender of the Certificates evidencing such Tranche Percentage, the Certificate Administrator,
on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.09(g)) the corresponding
Exchangeable Group, Y&L Towers Exchangeable Group or Standard Highline Exchangeable Group, respectively, of Certificates to
which such Certificateholder is entitled as set forth in Section 5.09(c).


 


(f)        In
connection with any exchange of an Exchangeable Group, Y&L Towers Exchangeable Group or Standard Highline Exchangeable Group,
as applicable, of Certificates, (i) the Certificate Registrar shall reduce the outstanding aggregate Certificate Balance or Notional
Amount, as applicable, of the Class or Classes comprising the Exchangeable Group of Certificates surrendered by the applicable
Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Balance or Notional Amount, as applicable,
of the related Class or Classes of the Exchangeable Group of Certificates received by such Holder in such exchange on the Certificate
Register, (ii) the Certificate Registrar shall reduce the initial Certificate Balance or Notional Amount specified in the Preliminary
Statement to this Agreement, as applicable, of the Class or Classes comprising the Exchangeable Group of Certificates surrendered
by the applicable Holder on the Certificate Register and shall increase the initial Certificate Balance or Notional Amount specified
in the Preliminary Statement to this Agreement, as applicable, of the related Class or Classes of the Exchangeable Group of Certificates
received by such Holder, and (iii) in the case of any related Global Certificate, the Certificate Registrar or the Certificate
Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate
for each related Class


 



     -438-


     


    

 


of Certificates to reflect such reductions and increases. Any transfer of a Certificate evidencing the VRR
Interest, Y&L Towers VRR Interest or Standard Highline VRR Interest to (i) a Plan subject to ERISA or Section 4975 of the Code
relying on Prohibited Transaction Exemption 89-90 or (ii) an insurance company general account relying on Sections I and III of
PTCE 95-60 shall be effected through Credit Suisse Securities (USA) LLC or Natixis Securities Americas LLC.


 


(g)       For
all exchanges other than any exchange effectuated by the Depositor pursuant to Section 5.09(d), in order to effect an exchange
of an Exchangeable Group, Y&L Towers Exchangeable Group or Standard Highline Exchangeable Group of Certificates, the Certificateholder
shall notify the Certificate Administrator in writing or by e-mail at cts.cmbs.bond.admin@wellsfargo.com (with a subject line referencing
“CSAIL 2017-CX10” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed
exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last
Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii)
carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number of each Certificate to be exchanged
and each Certificate to be received; the original and outstanding Certificate Balance or Notional Amount, as applicable, of the
Certificates to be exchanged and the original and outstanding Certificate Balance or Notional Amount, as applicable, of the Certificates
to be received; the Certificateholder’s Depository participant number, if applicable; and the proposed Exchange Date. The
Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system” at the Depository
to effect the exchange of the applicable Certificates that are Global Certificates. A notice shall become irrevocable on the second
(2nd) Business Day before the proposed Exchange Date. Global Certificates shall be exchangeable on the books of the Depository
for the corresponding Global Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially
in the form of Exhibit TT.


 


(h)       The
Certificate Administrator shall make the first distribution on a Certificate received by a Certificateholder in any exchange on
the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record
Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month,
then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to
the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the
Certificate Administrator nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates
in the market to accomplish any exchange.


 


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


 



     -439-


     


    

 


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


 


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


 


(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


 






     -440-


     


    

 


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, THE DIRECTING
Holder and the risk retention consultation party


 


Section 6.01     Representations,
Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations
Reviewer. (a) The Master Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the
benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the
Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


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


 


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


 


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


 


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


 



     -441-


     


    

 


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;


 


(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 Third Party Purchaser.


 


(b)         The
Special Servicer, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit
of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer,
the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)         The
Special Servicer is a limited liability company duly organized, validly existing and in good standing under the laws of the State
of Delaware, 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,


 



     -442-


     


    

 


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


 


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


 


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


 


(v)       The
Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, 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


 



     -443-


     


    

 


materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 


(c)          The
Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer and the Special Servicer,
as of the Closing Date, that:


 


(i)         The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of New York, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 


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


 


(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;


 






     -444-


     


    




 



 


 


(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;


 


(vii)         No
litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor, which
would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this
Agreement;


 


(viii)        No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement
or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Operating
Advisor to perform its obligations hereunder;


 


(ix)          The
Operating Advisor possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement
over the life of the Trust Fund; and


 


(x)           The
Operating Advisor is an Eligible Operating Advisor.


 


(d)         The
Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing Date, that:


 


(i)            The
Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the
laws of the State of New York, and the Asset Representations Reviewer is in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


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


 






     -445-


     


    

 


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


 


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


 


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


 


(vi)          No
litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations
Reviewer, which 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;


 


(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.


 






     -446-


     


    

 


(e)         The
representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of this Agreement.
Upon written notice to or actual knowledge of any party to this Agreement (or upon written notice thereof from any Certificateholder
or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section 6.01 which materially
and adversely affects the interests of any party to this Agreement, the Certificateholders, the party with such actual knowledge
or that has received written notice of such breach shall give prompt written notice (to the extent such notice has not already
been given) to the other parties hereto, each certifying Certificateholder, and, prior to the occurrence and continuance of a Control
Termination Event, 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 the
Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer herein.


 


Section 6.03      Merger,
Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations
Reviewer. (a) Subject to subsection (b) below, the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer each will keep in full effect its existence, rights and franchises as an entity
under the laws of the jurisdiction of its incorporation or organization, and each will obtain and preserve its qualification to
do business as a foreign entity in each jurisdiction in which qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans or Companion Loans and to perform its respective
duties under this Agreement.


 


(b)         The
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each may be
merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to all
or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case
may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person succeeding to
the business of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer,
shall be the successor of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations
Reviewer (such Person, in the case of the Master Servicer or the Special Servicer, in each of the foregoing cases, the “Surviving
Entity”), as the case may be, hereunder, without the execution or filing of any paper (other than an assumption agreement
wherein the successor shall agree to perform the obligations of and serve as the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, or the Asset Representations Reviewer, as the case may be, in accordance with the terms of this Agreement)
or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that with respect to such merger, consolidation or succession, Rating Agency Confirmation is received from each
Rating Agency with respect to the Classes of Certificates and, with respect to


 






     -447-


     


    

 


any class
of Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates as described in Section 3.25); provided, further, that if the Master Servicer, the Special Servicer,
the Operating Advisor or the Asset Representations Reviewer enters into a merger and the Master Servicer, the Special Servicer,
the Operating Advisor or the Asset Representations Reviewer, as applicable, is the Surviving Entity under applicable law, the
Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, shall not,
as a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes of Certificates
or, with respect to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings; provided, further, that for
so long as the Trust, and, with respect to any Companion Loan included as part of the trust in a related Other Securitization,
is subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer, the Operating Advisor
or the Asset Representations Reviewer notifies the Depositor in writing (a “Merger Notice”) of any such merger,
consolidation, conversion or other change in form, and the Depositor or the depositor in such Other Securitization, as the case
may be, notifies the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable,
in writing that the Depositor or the depositor in such Other Securitization, as the case may be, has discovered that such successor
entity has not complied with its Exchange Act reporting obligations under any other commercial mortgage loan securitization (and
specifically identifying the instance of noncompliance), then it shall be an additional condition to such succession that the
Depositor or the depositor in such Other Securitization, as the case may be, shall have consented (which consent shall not be
unreasonably withheld or delayed) to such successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer
or Operating Advisor may remain the Master Servicer, the Special Servicer or Operating Advisor, as applicable, under this Agreement
after (x) being merged or consolidated with or into any Person that is a Prohibited Party, or (y) transferring all or substantially
all of its assets to any Person if such Person is a Prohibited Party, except to the extent (i) the Master Servicer, the Special
Servicer or Operating Advisor, as applicable, is the Surviving Entity of such merger, consolidation or transfer and has been and
continues to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger,
consolidation or transfer, which consent shall not be unreasonably withheld. If, within sixty (60) days following the date of
delivery of the Merger Notice to the Depositor or the depositor in such Other Securitization, as the case may be, the Depositor
or depositor in such Other Securitization, as the case may be, shall have failed to notify the Master Servicer or the Special
Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s determination, in the case of
an Other Securitization, to grant or withhold such consent, such failure shall be deemed to constitute a grant of such consent.
If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate, and if the conditions
set forth in the third proviso of the third preceding sentence are not met the Trustee shall terminate, the applicable Surviving
Entity’s servicing of the Mortgage Loans and the Trust Subordinate Companion Loans pursuant hereto, such termination to
be effected in the manner set forth in Section 7.01.


 






     -448-


     


    

 


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, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses incurred in connection with, or related to, this Agreement,
the Mortgage Loans, the Companion Loans or the Certificates (including any costs of enforcement of its indemnity), other than
any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in
connection with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful
misconduct or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of
such obligations or duties; or (iv) in the case of the Depositor and any of its partners, directors, officers, shareholders,
members, managers, employees and agents, incurred in connection with any violation by any of them of any state or federal
securities law. In addition, absent actual fraud (as determined by a final non-appealable court order), neither the Trustee
nor the Certificate Administrator (including in its capacity as Custodian) shall be liable for special, punitive, indirect or
consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the
Certificate Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.
Each of the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Asset
Representations Reviewer and the Operating Advisor conclusively may rely on, and shall be protected in acting or
refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or
other document (in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably
believed or in good faith believed by the Master Servicer (including in its capacity as Companion


 







     -449-


     


    

 


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 a Serviced Companion Loan (as a
collective whole) taking into account the subordinate or pari passu nature of such Serviced Companion Loan); provided,
however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan are involved, such expenses, costs
and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in accordance with the related Intercreditor
Agreement and will also be payable out of the other funds in the Collection Account if amounts on deposit with respect to such
Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities relate to a Mortgage Loan or Companion
Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will be used to reimburse the Trust
for any amounts advanced for the payment of such expenses, costs or liabilities. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities
of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Asset Representations Reviewer and the Operating Advisor shall be entitled to be reimbursed therefor out of amounts attributable
to the Mortgage Loans or the Companion Loan on deposit in the Collection Account (including, without duplication, any subaccount
thereof), as provided by Section 3.05(a)(xii).


 


(c)         Each
of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related Serviced
Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer
(including in its capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer (in the case
of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof,
and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs, liabilities, fees and expenses (including costs of enforcement of this indemnity) that any
of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Master Servicer or the
Special Servicer, as the case may be, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Master Servicer or the Special


 






     -450-


     


    

 


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, the Mortgage Loans or the
Trust Subordinate Companion Loans entitling the Trust to indemnification hereunder, whereupon the Master Servicer or the Special
Servicer, as the case may be, shall assume the defense of such claim (with counsel reasonably satisfactory to the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Depositor) and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the Master Servicer or the Special Servicer, as the case
may be, shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Master Servicer’s or the Special Servicer’s, as the case may be, defense of such claim is materially prejudiced
thereby.


 


(d)         Each
of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Certificate Administrator
(in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor, the Asset Representations
Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or agent thereof, and hold them
harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses (including costs of enforcement of this indemnity) that any of
them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate
Administrator, respectively, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard
by the Trustee or the Certificate Administrator, respectively, of its duties and obligations hereunder or by reason of breach
of any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential
damages. The Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor,
as the case may be, shall immediately notify the Trustee and the Certificate Administrator, respectively, if a claim is made by
a third party with respect to this Agreement, the Mortgage Loans or the Trust Subordinate Companion 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


 







     -451-


     


    

 





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 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, the Mortgage Loans or the Trust Subordinate Companion 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


 






     -452-


     


    

 


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, the Mortgage Loans or the Trust Subordinate Companion Loans entitling
the Trust to indemnification hereunder, whereupon the Asset Representations Reviewer shall assume the defense of such claim (with
counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor) and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them
in respect of such claim. Any failure to so notify the Asset Representations Reviewer shall not affect any rights any of the foregoing
Persons may have to indemnification under this Agreement or otherwise, unless the Asset Representations Reviewer’s defense
of such claim is materially prejudiced thereby.


 


(i)          The
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced Operating Advisor,
Non-Serviced Depositor, Non-Serviced Certificate Administrator and Non-Serviced Trustee, and any of their respective partners,
directors, officers, shareholders, members, managers, employees or agents (collectively, the “Non-Serviced Indemnified
Parties”) and the securitization trust form under the Non-Serviced PSA, shall be indemnified by the Trust and held harmless
against the Trust’s pro rata share (subject to the applicable Non-Serviced Intercreditor Agreement) of any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses incurred in connection with the servicing and administration of a Non-Serviced Mortgage Loan and the related Non-Serviced
Mortgaged Property under the applicable Non-Serviced PSA (as and to the same extent the applicable Non-Serviced Trust is required
to indemnify such parties in respect of other mortgage loans in the applicable Non-Serviced Trust pursuant to the terms of the
related Non-Serviced PSA).


 






     -453-


     


    

 


The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in
its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
or the Asset Representations Reviewer.


 


Section
6.05      Depositor, Master Servicer and Special Servicer Not to Resign. Subject to the
provisions of Section 6.03, neither the Master Servicer nor the Special Servicer shall resign from their respective
obligations and duties hereby imposed on each of them except upon (a) determination that such party’s duties hereunder
are no longer permissible under applicable law or (b) in the case of the Master Servicer or the Special Servicer, upon the
appointment of, and the acceptance of such appointment by, a successor master servicer or special servicer, as applicable,
and receipt by the Certificate Administrator and the Trustee of Rating Agency Confirmation from each Rating Agency and a
confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25). Any such determination permitting
the resignation of the Master Servicer or the Special Servicer pursuant to clause (a) above shall be evidenced by an
Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee and (prior to the
occurrence and continuance of a Consultation Termination Event) the Directing Certificateholder. No such resignation by the
Master Servicer or the Special Servicer shall become effective until the Trustee or a successor master servicer or successor
special servicer, as applicable, shall have assumed the Master Servicer’s or the Special Servicer’s, as
applicable, responsibilities and obligations in accordance with Section 7.02 and no such resignation by the Master
Servicer or the Special Servicer shall become effective until the Certificate Administrator shall have filed any required
Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to any
related Companion Loan. Upon any termination (as described in Section 7.01(c)) or resignation of the Master Servicer
or the Special Servicer, pursuant to this Section 6.05, the Master Servicer or the Special Servicer, as applicable,
shall have the right and opportunity to appoint any successor master servicer or special servicer with respect to this Section
6.05; provided that, such successor master servicer or special servicer shall not be the Asset Representations
Reviewer, the Operating Advisor or one of their respective Affiliates and (prior to the occurrence and continuance of a
Control Termination Event) such successor special servicer is approved by the Directing Holder, such approval not to be
unreasonably withheld. The resigning party shall pay all costs and expenses (including costs and expenses incurred by the
Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section
6.05. Except as provided in Section 7.01(c), in no event shall the Master Servicer or the Special Servicer have
the right to appoint any successor master servicer or special servicer if such Master Servicer or Special Servicer, as
applicable, is terminated or removed pursuant to Section 7.01.


 


Section 6.06      Rights
of the Depositor in Respect of the Master Servicer and the Special Servicer. The Depositor may, but is not obligated to, enforce
the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated to, perform, or cause
a designee to perform, any defaulted obligation of the Master Servicer and the Special Servicer hereunder or exercise the rights
of the Master Servicer or the Special Servicer, as


 






     -454-


     


    

 


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 and the Risk Retention Consultation Party. (a) (A) The Directing Holder shall be entitled to advise (1) the
Special Servicer with respect to the related Specially Serviced Loans other than any applicable Excluded Loan with respect to
the Directing Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of the Controlling
Class (2) the Special Servicer, with respect to the related Non-Specially Serviced Loans (other than any applicable Excluded Loan
or Servicing Shift Mortgage Loan), as to all matters, if any, for which the Master Servicer must obtain the consent or deemed
consent of the Special Servicer or the Directing Holder and (3) the Special Servicer with respect to the related Mortgage Loans
(other than any Servicing Shift Mortgage Loan or any applicable Excluded Loan as to such party) or the Trust Subordinate Companion
Loans with respect to the Directing Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of a majority
of the Controlling Class, for which an extension of maturity is being considered by the Special Servicer (in all cases in which
such extension is a Major Decision), and (B) the Risk Retention Consultation Party shall (other than with respect to an Excluded
Loan with respect to the Risk Retention Consultation Party or the Holder of the majority of the VRR Interest) be entitled to consult
on a strictly non-binding basis with the Special Servicer with respect to any Major Decision in respect of a Specially Serviced
Loan. For the avoidance of doubt, any consultation with the Risk Retention Consultation Party under this Agreement shall occur
only upon request of the Risk Retention Consultation Party with respect to any individual triggering event, and any such consultation
shall be on a strictly non-binding basis and shall be subject to all limitations with respect to the procedures and timing for
such consultation set forth in this Section 6.08(a). Notwithstanding anything herein to the contrary, (i) except as set
forth in, and in any event subject to Section 6.08(b), to the second and third paragraphs of this Section 6.08(a)
and to the provisos that follow clause (xiii) below, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan, any Servicing Shift Mortgage Loan or any Excluded Loan) or any Serviced Whole Loan, for so long as no Control Termination
Event has occurred and is continuing, the Special Servicer shall not be permitted to take any action set forth in clauses (i)
through (xiii) below (each a “Major Decision”) as to which the Directing Holder has objected in
writing within ten (10) Business Days (or thirty (30) days with respect to clause (x) below) after receipt of the written
analysis (provided that if such written objection has not been received by the Special Servicer within such ten (10) Business
Day (or thirty (30) day) period, then such Directing Holder will be deemed to have approved such action) (provided that
the foregoing consent rights of such Directing Holder shall not apply to any applicable Excluded Loan) and (ii) the Special Servicer
shall process all Major Decisions with respect to any Serviced


 






     -455-


     


    

 


Mortgage
Loan or Serviced Whole Loan; and (c) (i) prior to taking any of the following actions with respect to a Specially Serviced Loan,
an REO Loan or an REO Property and (ii) during the continuance of a Consultation Termination Event, with respect to any Mortgage
Loan (other than any Non-Serviced Mortgage Loan or any applicable Excluded Loan), the Special Servicer shall be required to consult
on a non-binding basis with the Risk Retention Consultation Party (except with respect to an Excluded Loan as to the Risk Retention
Consultation Party):


 


(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 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 late
fees and default interest) 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 loan documents;


 


(iii)          any
sale of a Defaulted Loan and any related defaulted Companion Loan or any REO Property (other than in connection with the termination
of the Trust) or a Defaulted Loan that is a Non-Serviced Mortgage Loan that the Special Servicer is permitted to sell pursuant
to this Agreement, in each case for less than the applicable Purchase Price;


 


(iv)          any
determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise
address Hazardous Materials located at a Mortgaged Property or an REO Property;


 


(v)           requests
for property releases or substitutions, other than (i) the release of collateral securing a Mortgage Loan in connection with a
defeasance of such collateral, (ii) immaterial condemnation actions and other similar takings or (iii) as required pursuant to
the specific terms of the related Mortgage Loan and for which there is no material 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 a Serviced Whole Loan if lender consent is required, or any consent to such a waiver or consent
to a transfer of the Mortgaged Property or interests in the borrower 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 as
related to an immaterial easement, right of way or similar agreement;


 


(vii)         any
property management company changes (with respect to a Mortgage Loan with an outstanding principal balance greater than $2,500,000)
or franchise changes (other than the Non-Serviced Mortgage Loan) or Serviced Whole Loan for which the lender is permitted to consent
or approve under the Mortgage Loan documents;


 






     -456-


     


    

 


(viii)        releases
of any amounts from escrow accounts, reserve accounts or letters of credit held as performance or “earn-out” escrows
or reserves, other than those releases done in accordance with specific terms of the related Mortgage Loan (which Mortgage Loan
is identified on Schedule 4 to this Agreement) (other than the Non-Serviced Mortgage Loan) or a 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 by the Master Servicer or Special Servicer, as applicable, pursuant to clauses (5) and (7) of the definition
of “Servicing Transfer Event” herein;


 


(xi)          any
determination of an Acceptable Insurance Default;


 


(xii)         any
exercise of a material remedy with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan
following a default or event of default under the related Mortgage Loan documents;


 


(xiii)        any
modification, consent to a modification or waiver of any material term of any Intercreditor Agreement or similar agreement related
to a Mortgage Loan or any action to enforce rights with respect with respect to the Mortgage Loan;


 


(xiv)        any
consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor, to the
extent the mortgagee’s approval is required under the related Mortgage Loan documents;


 


(xv)         approving
leases, lease modifications or amendments or any requests for subordination non-disturbance and attornment agreements or other
similar agreements with respect to any lease that (a) involves a ground lease (including without limitation any entry into a new
ground lease or determining whether to cure any default by a borrower under a ground lease) or lease of an outparcel or affects
an area greater than or equal to the lesser of (1) 20,000 square feet or (2) 20% of the net rentable area of the related Mortgaged
Property, (b) involves a tenant or space specifically identified by name or space location in the related Mortgage Loan documents
as requiring the consent of the lender for the associated activity, (c) such transaction is not a routine leasing matter for a
customary lease of space for parking office retail, warehouse, industrial and/or manufacturing purposes, (d) otherwise constitutes
a “major lease” or “material lease” under the related loan documents or (e) such transaction relates to
a Specially Serviced Loan, in each case to the extent lender discretion is required under the Mortgage Loan documents;


 


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


 






     -457-


     


    

 


(xvii)       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;


 


(xviii)      any
approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty proceeds or
condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property, in each case, to the
extent the lender has discretion under the related Mortgage Loan documents; and


 


(xix)         approving
annual budgets for the related Mortgaged Property with increases (in excess of 10%) in operating expenses or payments to entities
actually known by the master servicer to be affiliates of the related borrower (excluding affiliated managers paid at fee rates
agreed to at the origination of the related Mortgage Loan or Serviced Whole Loan).


 


provided, however, that,
in the event that the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by this Agreement
to take such action), as applicable, determines that immediate action, with respect to the foregoing matters, or (i) any other
matter requiring consent of the Directing Holder with respect to any Mortgage Loan or Trust Subordinate Companion Loan other than
an Excluded Loan as to the Directing Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority
of the Controlling Class, and, with respect to the Directing Certificateholder, prior to the occurrence and continuance of a Control
Termination Event in this Agreement, or (ii) any matter requiring consultation with the Directing Certificateholder, the Risk Retention
Consultation Party or the Operating Advisor, is necessary to protect the interests of the Certificateholders (or, with respect
to any Serviced Whole Loan, the interest of the Certificateholders and the holders of any related Serviced Companion Loan) (as
a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans, as the case may be)),
the Special Servicer or Master Servicer, as applicable, may take any such action without waiting for the Directing Holder’s
response (or without waiting to consult with the Directing Holder, the Risk Retention Consultation Party or the Operating Advisor,
as the case may be), provided that the Special Servicer or Master Servicer, as applicable, provides the Directing Holder
(or the Operating Advisor, if applicable) and the Risk Retention Consultation Party with prompt written notice following such action
including a reasonably detailed explanation of the basis therefor; provided, however, that the Special Servicer is
not required to obtain the consent of the Directing Certificateholder for any Major Decision after the occurrence and during the
continuance of a Control Termination Event. In addition, with respect to any Mortgage Loan or Trust Subordinate Companion Loan
other than an Excluded Loan as to such party, for so long as no Control Termination Event has occurred and is continuing, the Directing
Certificateholder subject to any rights, if any, of the related Companion Holder to advise the Special Servicer with respect to
the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the Special Servicer
to take, or to refrain from taking, such other actions with respect to a Mortgage Loan as the Directing Certificateholder may deem
advisable or as to which provision is otherwise made herein.


 






     -458-


     


    

 


Notwithstanding anything
herein to the contrary, with respect to any Servicing Shift Mortgage Loan, the Loan-Specific Directing Certificateholder shall,
pursuant to the related Co-Lender Agreement, exercise any consent and consultation rights, and rights to provide direction to the
Master Servicer or Special Servicer, of the “Directing Certificateholder” with respect to such Mortgage Loan as provided
for in this Agreement until the Servicing Shift Securitization Date.


 


After the occurrence
and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, the
Special Servicer shall consult with the Directing Holder in connection with any Major Decision not relating to any Non-Serviced
Mortgage Loan or Excluded Loan as to such party (and any other actions which otherwise require consultation with the Directing
Certificateholder prior to a Consultation Termination Event hereunder) and the Risk Retention Consultation Party (only with respect
to a Specially Serviced Loan and consider alternative actions recommended by the Directing Certificateholder or the Risk Retention
Consultation Party, in respect thereof. In the event the Special Servicer receives no response from the Directing Holder or the
Risk Retention Consultation Party within 10 Business Days following its written request for input on any required consultation,
the Special Servicer shall not be obligated to consult with the Directing Holder or the Risk Retention Consultation Party, respectively,
on the specific matter; provided, however, that the failure of the Directing Holder or the Risk Retention Consultation
Party to respond shall not relieve the Special Servicer from consulting with the Directing Holder or the Risk Retention Consultation
Party on any future matters with respect to the related Mortgage Loan (other than a Non-Serviced Mortgage Loan or any applicable
Excluded Loan as to the Directing Certificateholder or the holder of the majority of the Controlling Class) or Serviced Whole Loan.


 


Notwithstanding anything
herein to the contrary, no such advice, direction or objection by, from or on the part of the Directing Certificateholder, Operating
Advisor or Risk Retention Consultation Party contemplated in the preceding paragraphs of 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, or expose the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer, the Trust or the Trustee to liability, or materially expand the scope
of the responsibilities of the Master Servicer or the Special Servicer, as applicable, hereunder or cause the Master Servicer or
the Special Servicer, as applicable, to act, or fail to act, in a manner which in the reasonable judgment of the Master Servicer
or the Special Servicer, as the case may be, is not in the best interests of the Certificateholders. In the event the Special Servicer
or the Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder or any advice from
the Operating Advisor, the Directing Certificateholder or the Risk Retention Consultation Party, 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, the Directing Certificateholder or the Risk Retention Consultation Party,


 






     -459-


     


    

 


respectively,
and the Trustee and the Rating Agencies of its determination, including a reasonably detailed explanation of the basis therefor.
The taking of, or refraining from taking, any action by the Master Servicer or the Special Servicer in accordance with the direction
of or approval of the Directing Certificateholder and the Operating Advisor or the approval of the Risk Retention Consultation
Party that does not violate the terms of any Mortgage Loan, Trust Subordinate Companion Loan, applicable law or the Servicing
Standard or any other provisions of this Agreement, will not result in any liability on the part of the Master Servicer or the
Special Servicer.


 


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


 


The Risk Retention Consultation
Party shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of
any action, or for errors in judgment; provided, however, that the Risk Retention Consultation Party shall not be
protected against any liability to a Holder of an VRR Interest, Y&L Towers VRR Interest or Standard Highline VRR Interest,
as applicable, that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance
of duties owed to the Holders of the VRR Interest, Y&L Towers VRR Interest or Standard Highline VRR Interest, as applicable,
or by reason of reckless disregard of obligations or duties owed to the Holders of the VRR Interest, Y&L Towers VRR Interest
or Standard Highline VRR Interest, as applicable. By its acceptance of a Certificate, each Certificateholder acknowledges and agrees
that the Risk Retention Consultation Party may take actions that favor the interests of one or more Classes of the Certificates
including the Holders of an VRR Interest, Y&L Towers VRR Interest or Standard Highline VRR Interest, as applicable, over other
Classes of the Certificates, and that the Risk Retention Consultation Party may have special relationships and interests that conflict
with those of Holders of some Classes of the Certificates, that the Risk Retention Consultation Party may act solely in the interests
of the Holders of an VRR Interest, Y&L Towers VRR Interest or Standard Highline VRR Interest, that the Risk Retention Consultation
Party does not have any duties or liability to the Holders of any Class of Certificates other than the VRR Interest, Y&L


 






     -460-


     


    

 


Towers
VRR Interest or Standard Highline VRR Interest, that the Risk Retention Consultation Party shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holder of the VRR Interest, Y&L Towers VRR Interest or Standard
Highline VRR Interest, and that the Risk Retention Consultation Party shall have no liability whatsoever for having so acted,
and no Certificateholder may take any action whatsoever against the Risk Retention Consultation Party or any director, officer,
employee, agent or principal thereof for having so acted.


 


Any Non-Serviced Whole
Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders
for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related
Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes of the certificates issued under the
related Non-Serviced PSA including the Holders of the controlling class under such Non-Serviced PSA over other Classes of the Certificates,
and that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may have special relationships
and interests that conflict with those of Holders of some Classes of the Certificates, that such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, may act solely in the interests of the Holders of the controlling class under
the related Non-Serviced PSA, that such Non-Serviced Whole Loan Controlling Holder, shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA,
and that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, shall have no liability
whatsoever for having so acted, and no Certificateholder may take any action whatsoever against such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, or any director, officer, employee, agent or principal thereof for having
so acted.


 


(b)         Notwithstanding
anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control Termination Event (and
at any time with respect to any Excluded Loan with respect to the Directing Holder or, if the Directing Holder is the Directing
Certificateholder, the Holder of the majority of the Controlling Class), the Directing Holder shall have no right to consent to
or direct any action taken or not taken by any party to this Agreement; (ii) after the occurrence and during the continuance of
a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, the Directing Holder
shall remain entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the
Special Servicer and any other applicable party shall consult with the Directing Holder (other than with respect to any Excluded
Loan as to such party) to the extent set forth herein in connection with any action to be taken or refrained from taking; and (iii)
after the occurrence and continuance of a Consultation Termination Event, the Directing Holder (at any time with respect to any
Excluded Loan as to either such party) shall have no direction, consultation or consent rights hereunder and no right to receive
any notices, reports or information (other than notices, reports or information required to be delivered to all Certificateholders)
or any other rights as Directing Holder.


 


For the avoidance of
doubt, with respect to any Specially Serviced Loan, the Risk Retention Consultation Party shall at all times remain entitled to
receive any notices, reports or


 






     -461-


     


    

 


information
to which it is entitled pursuant to this Agreement, and the Special Servicer and any other applicable party shall consult with
the Risk Retention Consultation Party (other than with respect to any Excluded Loan as to such party) to the extent set forth
herein in connection with any action to be taken or refrained from taking.


 


(c)         Prior
to the occurrence and continuance of an Operating Advisor Consultation Event, 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 shall be required to be delivered prior to the occurrence and continuance of
an Operating Advisor Consultation Event. During the continuance of an Operating Advisor Consultation Event (whether or not a Control
Termination Event is continuing), the Special Servicer will be required to 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 Master Servicer or the Special Servicer to the Operating Advisor, the
Master Servicer or the Special Servicer, as applicable, 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 (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. In the event that the Special Servicer receives no response from the Operating Advisor within ten (10)
days following the later of (i) its written request for input (which request is required to include the related Major Decision
Reporting Package) on any required consultation and (ii) delivery of all such additional information reasonably requested by the
Operating Advisor that is in the possession of the Special Servicer related to the subject matter of such consultation, the Special
Servicer shall not be obligated to consult with the Operating Advisor on the specific matter; provided, however,
that the failure of the Operating Advisor to respond on any specific matters shall not relieve the Special Servicer from its obligation
to consult with the Operating Advisor on any future matter with respect to the applicable Mortgage Loan or Trust Subordinate Companion
Loan or any other Mortgage Loan. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless
of whether an Operating Advisor Consultation Event has occurred and is continuing), the Special Servicer shall consult with the
Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions that
it is processing and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with
the procedures set forth in this Section 6.08 for consulting with the Operating Advisor.


 






     -462-


     


    

 


In connection with the
Directing Certificateholder’s or Operating Advisor’s right to consent or consult with respect to a Major Decision,
as applicable, if the Special Servicer determines that action is necessary to protect the related Mortgaged Property or the interests
of the Certificateholders from potential harm if such action is not taken, or if a failure to take any such action at such time
would be inconsistent with Accepted Servicing Practices, the Special Servicer may take actions with respect to the related Mortgaged
Property before the expiration of the applicable period for the Operating Advisor or Directing Certificateholder to respond as
described in this section, if the Special Servicer reasonably determines in accordance with Accepted Servicing Practices that failure
to take such actions before the expiration of such period would materially adversely affect the interest of the Certificateholders,
and the Special Servicer has made a reasonable effort to contact the Operating Advisor or the Directing Certificateholder, as applicable.


 


In addition, (i) for
so long as no Consultation Termination Event is continuing, with respect to any Specially Serviced Loan (other than any Non-Serviced
Mortgage Loan or any applicable Excluded Loan) and (ii) during the continuance of a Consultation Termination Event, with respect
to any Mortgage Loan (other than any Non-Serviced Mortgage Loan or applicable Excluded Loan), the Special Servicer will also be
required to consult with the Risk Retention Consultation Party in connection with any Major Decision that it is processing (and
such other matters that are subject to consultation rights of the Risk Retention Consultation Party pursuant to this Agreement)
and to consider alternative actions recommended by the Risk Retention Consultation Party in respect of such Major Decision; provided
that such consultation is on a non-binding basis. In the event the Master Servicer or the Special Servicer, as applicable, receives
no response from the Risk Retention Consultation Party within 10 days following the later of (i) the Special Servicer’s,
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 Risk Retention Consultation Party and reasonably
available to the Special Servicer related to the subject matter of such consultation, the Master Servicer or the Special Servicer,
as applicable, will not be obligated to consult with the Risk Retention Consultation Party on the specific matter; provided,
however, that the failure of the Risk Retention Consultation Party to respond shall not relieve the Master Servicer or the
Special Servicer, as applicable, using reasonable efforts to consult with the Risk Retention Consultation Party on any future matters
with respect to the applicable Mortgage Loan or Serviced Whole Loan or any other Mortgage Loan.


 


After the occurrence
and during the continuance of a Consultation Termination Event, the Directing Certificateholder shall have no consultation or consent
rights hereunder and shall have no right to receive any notices, reports or information (other than notices, reports or information
required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder. However, the Directing
Certificateholder shall maintain the right to exercise its Voting Rights for the same purposes as any other Certificateholder.


 


Section 6.09      Knowledge
of Wells Fargo Bank, National Association. Except as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National
Association acting in any particular capacity hereunder will not be deemed to be imputed with knowledge of (a) Wells Fargo Bank,
National Association, acting in a capacity that is unrelated to the transactions contemplated by this Agreement, or (b) Wells
Fargo Bank, National Association, acting in any


 






     -463-


     


    

 


other
capacity hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations
performed in such capacities are performed by one or more employees within the same group or division of Wells Fargo Bank, National
Association, or where the groups or divisions responsible for performing the obligations in such capacities have one or more of
the same Responsible Officers or Servicing Officers, as applicable; provided that the knowledge of employees performing
special servicing functions shall not be imputed to employees performing master servicing functions and vice versa.


 


[End of ARTICLE VI]


 


Article
VII



SERVICER TERMINATION EVENTS


 


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


 


(i)            (A)
any failure by the Master Servicer to make a required deposit to the Collection Account or remit to the Companion Paying Agent
for deposit into the related Companion Distribution Account on the day and by the time such deposit or remittance was first required
to be made under the terms of this Agreement, which failure is not remedied within one (1) Business Day, or (B) any failure by
the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into, any Distribution Account any amount
required to be so deposited or remitted, which failure is not remedied by 11:00 a.m. New York City time on the relevant Distribution
Date; or


 


(ii)           any
failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after the day such deposit is required
to be made or to remit to the Master Servicer for deposit in the Collection Account or any other required account hereunder, any
amount required to be so deposited or remittance required to be made by the Special Servicer pursuant to, and at the time specified
by, this Agreement; or


 


(iii)          any
failure by the Master Servicer or the Special Servicer duly to observe or perform in any material respect any of its other covenants
or obligations contained in this Agreement which continues unremedied for thirty (30) days (or (A) with respect to any year that
a report on Form 10-K is required to be filed, five (5) Business Days in the case of the Master Servicer’s or the Special
Servicer’s, as applicable, obligations contemplated by Article XI, (B) fifteen (15) days in the case of the Master
Servicer’s failure to make a Servicing Advance or (C) twenty (20) days in the case of a failure to pay the premium for any
property insurance policy required to be maintained or such shorter period (not less than two (2) Business Days) as may be required
to avoid the commencement of foreclosure proceedings for unpaid real estate taxes or the lapse of insurance, as applicable) after
written notice of the failure has been given to the Master Servicer or the Special Servicer, as the case may be, by any other party
hereto, or to the Master Servicer or the Special Servicer, as the case may be, with a copy to each other party to this Agreement,
by the Holders of Certificates of any Class, evidencing as to that





 






     -464-


     


    

 


Class Percentage Interests aggregating not less than 25% or,
with respect to a Serviced Whole Loan, by the related Serviced Companion Noteholder(s) or, if affected by that failure and relating
to a Trust Subordinate Companion Loan, holders of not less than 25% of the Certificate Balance of any affected Class of related
Loan-Specific Certificates; provided, however, that if that failure is capable of being cured and the Master Servicer
or the Special Servicer, as applicable, is diligently pursuing such cure, that 30-day period will be extended an additional sixty
(60) days; provided that the Master Servicer or the Special Servicer, as applicable, has commenced to cure such failure
within the initial 30-day period and has certified that it has diligently pursued, and is continuing to pursue, a full cure; provided,
further, however, that such extended period will not apply to the obligations regarding Exchange Act reporting; or


 


(iv)          any
breach on the part of the Master Servicer or the Special Servicer of any representation or warranty in Section
6.01(a) and Section 6.01(b), as applicable, that materially and adversely affects the interests of any Class of
Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and that continues
unremedied for a period of thirty (30) days after the date on which notice of that breach, requiring the same to be remedied,
shall have been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate
Administrator or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator
and the Trustee by the Holders of Certificates of any Class, evidencing as to that class, Percentage Interests aggregating
not less than 25% or, with respect to a Serviced Whole Loan, by the related Serviced Companion Noteholder or, if affected by
that failure and relating to a Trust Subordinate Companion Loan, holders of not less than 25% of the Certificate Balance of
any affected Class of related Loan-Specific Certificates; provided, however, that if that breach is capable of
being cured and the Master Servicer or the Special Servicer, as the case may be, is diligently pursuing that cure, that
30-day period will be extended an additional sixty (60) days; provided that the Master Servicer, or the Special
Servicer, as applicable, has commenced to cure such failure within the initial 30-day period and has certified that it has
diligently pursued, and is continuing to pursue, a full cure; or


 


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


 


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


 






     -465-


     


    

 


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


 


(viii)        KBRA
(or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency) has (i) qualified, downgraded
or withdrawn its rating or ratings of one or more Classes of Certificates or Classes of Serviced Companion Loan Securities, as
applicable, or (ii) placed one or more Classes of Certificates or Classes of Serviced Companion Loan Securities, as applicable,
on “watch status” in contemplation of a ratings downgrade or withdrawal (and in the case of clause (i) or (ii),
such action has not been withdrawn by KBRA (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency)
within 60 days of such rating action) and, in the case of either of clauses (i) or (ii), publicly citing servicing
concerns with such master servicer or special servicer, as the case may be, as the sole or a material factor in such rating action;
or 





 


(ix)          the
master servicer or the special servicer, as the case may be, is no longer rated at least “CMS3” or “CSS3”,
respectively, by Fitch and such master servicer or special servicer is not reinstated to at least that rating within 60 days of
the delisting;


 


(x)           only
with respect to the Yorkshire & Lexington Towers Whole Loan and The Standard Highline NYC Whole Loan, a servicing officer of
the Master Servicer or the Special Servicer, as applicable, obtains knowledge that the Master Servicer or the Special Servicer,
as applicable, has failed to maintain a ranking by Morningstar equal to or higher than “MOR CS3” as a master servicer
or special servicer, as applicable, and the Master Servicer or the Special Servicer, as applicable, is not reinstated to that ranking
within 60 days (provided that if Morningstar has not issued a ranking with respect to such master servicer or special servicer,
as applicable, then the following will constitute a Servicer Termination Event: Morningstar has (i) qualified, downgraded or withdrawn
its ratings of one or more classes of certificates or any class of Serviced Companion Loan Securities, or (ii) placed one or more
classes of certificates or classes of Serviced Companion Loan Securities on “watch status” in contemplation of rating
downgrade or withdrawal and, in the case of either of clauses (i) or (ii), publicly citing servicing concerns with
the Master Servicer or the Special Servicer, as applicable, as the sole or a material factor in such rating action (and such qualification,
downgrade, withdrawal or “watch status” placement has not been withdrawn by Morningstar within 60 days of such event);


 


(xi)          the
Master Servicer or the Special Servicer, as the case may be, is no longer listed on the “Select Servicer list” as a
U.S. Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, by S&P and such Master
Servicer or Special Servicer is not reinstated to at least that rating within 60 days of the delisting; or


 


(xii)         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


 






     -466-


     


    

 


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(a)(viii), the “Affected Party”) shall occur and be continuing, then, and in each and every
such case, so long as such Servicer Termination Event shall not have been remedied, the Trustee or the Depositor may, and at the
written direction of ((i) for so long as a Control Termination Event has not occurred and is not continuing and (ii) other than
with respect to any Excluded Loan as to the Directing Holder or, if the Directing Holder is the Directing Certificateholder, the
Holder of the majority of the Controlling Class) the Directing Holder (solely with respect to the Special Servicer) or the Holders
of Certificates evidencing to at least (a) 25% of the Voting Rights in the case of the Master Servicer, (b) 25% of the Pooled Voting
Rights in the case of the Special Servicer (other than with respect to the Yorkshire & Lexington Towers Whole Loan or The Standard
Highline NYC Whole Loan), or (c) 25% of the Voting Rights in the case of the Special Servicer with respect to the Yorkshire &
Lexington Towers Whole Loan or The Standard Highline NYC Whole Loan, the Trustee shall, terminate (and the Depositor may direct
the Trustee to terminate each of the Master Servicer or the Special Servicer, as applicable, upon five Business Days’ written
notice if there is a Servicer Termination Event under clause (iii)(A) above), by notice in writing to the Affected Party,
with a copy of such notice to the Depositor and the Operating Advisor, all of the rights (subject to Section 3.11 and Section
6.04) and obligations of the Affected Party under this Agreement and in and to the Mortgage Loans and the Trust Subordinate
Companion Loan 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 and the Trust Subordinate Companion 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 or the Trust Subordinate Companion 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(a)(viii), 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


 






     -467-


     


    

 


termination
of the Master Servicer’s or the Special Servicer’s, as the case may be, responsibilities and rights (subject to Section
3.11 and Section 6.04) hereunder, including, without limitation, the transfer within five (5) Business Days to the
Trustee for administration by it of all cash amounts which shall at the time be or should have been credited by the Master Servicer
to the Collection Account or any Servicing Account (if it is the Affected Party), by the Special Servicer to the REO Account (if
it is the Affected Party) or thereafter be received with respect to the Mortgage Loans, the Trust Subordinate Companion 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(a)(viii) 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(a)(viii) solely due to a Servicer Termination Event
under Section 7.01(a)(viii) or (a)(ix), the Master Servicer shall have a forty-five (45) day period after such notice
in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with Section 6.03
and Section 7.02 and to which the Master Servicer can sell its rights to service the Mortgage Loans and the Trust Subordinate
Companion Loans under this Agreement. During such forty-five (45) day period the Master Servicer may continue to serve as Master
Servicer hereunder. In the event that the Master Servicer is unable, within such forty-five (45) day period, to cause a qualified
successor master servicer to assume the duties of the Master Servicer hereunder, then and in such event, the Trustee shall assume
the obligations of the Master Servicer hereunder.


 


Notwithstanding Section
7.01(a)(viii), if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects
the Holder of a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder
of such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement,
as applicable, shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the related Serviced Pari
Passu Whole Loan. The 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
the Special Servicer under this paragraph shall meet the eligibility requirements of Section 7.02 and the eligibility requirements
of the related Other Pooling and Servicing Agreement, and the appointment thereof shall comply with the provisions of Section
7.02. Any appointment of a replacement special servicer in accordance with this paragraph shall be subject to the receipt of
Rating Agency Confirmation and confirmation from the rating agencies that such appointment or replacement will not result in the
downgrade, withdrawal or qualification of the then-current ratings of any class of any related Serviced Companion Loan Securities
(provided that such rating agency confirmation may be considered satisfied in the same manner


 






     -468-


     


    

 


as any
Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


If any Servicer Termination
Event on the part of the Master Servicer affects only the Y&L Towers Trust Subordinate Companion Loan, the Master Servicer
may not be terminated as the Master Servicer of the Mortgage Pool, but the Y&L Towers Directing Holder, as applicable (prior
to the occurrence and continuance of a Y&L Towers Trust Subordinate Control Termination Event) will be entitled to direct the
Master Servicer to appoint a sub-servicer solely with respect to the related Whole Loan (or if the Yorkshire & Lexington Towers
Whole Loan is currently being sub-serviced, to replace the current sub-servicer, but only if such sub-servicer is in default under
the related sub-servicing agreement).


 


If any Servicer Termination
Event on the part of the Master Servicer affects only the Standard Highline Trust Subordinate Companion Loan, the Master Servicer
may not be terminated as the Master Servicer of the Mortgage Pool, but the Standard Highline Directing Holder (prior to the occurrence
and continuance of a Standard Highline Non-Trust Junior Subordinate Control Termination Event, a Standard Highline Non-Trust Senior
Subordinate Control Termination Event or a Standard Highline Trust Subordinate Control Termination Event, as applicable) will be
entitled to direct the Master Servicer to appoint a sub-servicer solely with respect to The Standard Highline NYC Whole Loan (or
if The Standard Highline NYC Whole Loan is currently being sub-serviced, to replace the current sub-servicer, but only if such
sub-servicer is in default under the related sub-servicing agreement).


 


(d)       Subject
to the right of the Operating Advisor to recommend the termination of the Special Servicer and recommend a Qualified Replacement
Special Servicer and the right of the applicable Certificateholders to approve the replacement of the Special Servicer with such
Qualified Replacement Special Servicer pursuant to this Section 7.01(d), and subject to the rights of the holder of a related
AB Subordinate Companion Loan (other than a Trust Subordinate Companion Loan pursuant to the related Intercreditor Agreement, at
any time prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan
with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the Directing Certificateholder
shall be entitled to terminate the rights (subject to Section 3.11 and Section 6.04) and obligations of the Special
Servicer under this Agreement, with or without cause, upon ten (10) Business Days’ notice to the Special Servicer, the Master
Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination to be effective upon the appointment
of a successor special servicer meeting the requirements of this Section 7.01(d), provided that, with respect to
a Servicing Shift Whole Loan, the ten (10) Business Days’ notice set forth in this Section 7.01(d) shall not apply
to the related Loan-Specific Directing Certificateholder’s right to terminate the Special Servicer’s rights and obligations
under this Agreement without cause with respect to such Servicing Shift Whole Loan pursuant to the terms of the related Co-Lender
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, in the case of any class of any Serviced Companion Loan
Securities the applicable rating agencies deliver a confirmation that such action will not


 






     -469-


     


    

 


result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25) and (iii) no replacement of the Special Servicer shall be effective until the Certificate
Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have
been completed with respect to any related Companion Loan.


 


After the occurrence
and during the continuance of a Control Termination Event that relates to any Mortgage Loan (but for so long as no Control Termination
Event is continuing with respect to the Yorkshire & Lexington Towers Whole Loan or The Standard Highline NYC Whole Loan, as
applicable) or Serviced Whole Loan, upon (a) the written direction of (a) Holders of Pooled Principal Balance Certificates evidencing
not less than 25% of the Pooled Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balances pursuant to Section 4.05 hereof) of the Pooled Principal Balance Certificates requesting
a vote to replace the Special Servicer (other than with respect to the Yorkshire & Lexington Towers Whole Loan or The Standard
Highline NYC Whole Loan, as applicable) with a new special servicer designated in such written direction, (b) payment by such Holders
to the Certificate Administrator of the reasonable fees and expenses (including any legal fees and any Rating Agency fees and expenses)
to be incurred by the Certificate Administrator in connection with administering such vote and which shall not be additional expenses
of the Trust and (c) delivery by such Holders to the Certificate Administrator and Trustee of Rating Agency Confirmation from each
Rating Agency (which Rating Agency Confirmation shall be obtained at the expense of such Holders), the Certificate Administrator
shall promptly post notice to all Certificateholders of such request on the Certificate Administrator’s Website in accordance
with Section 3.13(b) and concurrently by mail, and conduct the solicitation of votes of all Pooled 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 Pooled Principal Balance Certificates evidencing at least 66-2/3% of a Pooled Certificateholder Quorum or (b) Holders
of Pooled Voting Rights of each Class of Pooled Non-Reduced Certificates evidencing more than 66 2/3% of the Pooled Voting Rights
of each of Class of Pooled Non-Reduced Certificates, the Trustee shall terminate all of the rights and obligations of the Special
Servicer (other than with respect to the Yorkshire & Lexington Towers Whole Loan and The Standard Highline NYC Whole Loan,
as applicable) under this Agreement and appoint the successor special servicer (which must be a Qualified Replacement Special Servicer)
designated by such Pooled Certificateholders.


 


After the occurrence
and during the continuance of a Control Termination Event that relates to any Mortgage Loan (and for so long as a Control Termination
Event is continuing with respect to the Yorkshire & Lexington Towers Whole Loan or The Standard Highline NYC Whole Loan, as
applicable), 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 hereof) of the Principal Balance Certificates requesting a vote to replace such 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


 






     -470-


     


    

 


Certificate
Administrator in connection with administering such vote and which will not be additional expenses of the Trust and (c)
delivery by such Holders to the Certificate Administrator and Trustee of Rating Agency Confirmation from each Rating Agency
(which Rating Agency Confirmation shall be obtained at the expense of such Holders), the Certificate Administrator shall
promptly post notice to all Certificateholders of such request on the Certificate Administrator’s Website in accordance
with Section 3.13(b) and concurrently by mail, and conduct the solicitation of votes of all Certificates in such
regard, which requisite affirmative votes shall be received 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 66 2/3% of the aggregate Voting
Rights of each Class of Non-Reduced Certificates, the Trustee shall terminate all of the rights and obligations of such
Special Servicer under this Agreement and appoint the successor special servicer (which must be a Qualified Replacement
Special Servicer) designated by such Certificateholders.


 


The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder may (i) access such notices via the Certificate
Administrator’s Website and (ii) register to receive electronic mail notifications when such notices are posted thereon.
Notwithstanding the foregoing, the Certificateholders’ direction to replace the Special Servicer will not apply to a Serviced
AB Whole Loan unless, with respect to a Pooled Serviced Whole Loan, an AB Control Appraisal Period is continuing, with respect
to the Yorkshire & Lexington Towers Whole Loan, a Y&L Towers Control Termination Event is continuing and with respect to
The Standard Highline NYC Whole Loan, a Standard Highline Control Termination Event is continuing. With respect to The Standard
Highline NYC Whole Loan, the Standard Highline Non-Trust Junior Subordinate Companion Loan, will have the right, prior to the occurrence
and continuance of a Standard Highline Non-Trust Junior Subordinate Companion Loan Control Appraisal Period, to replace the Special
Servicer with respect to The Standard Highline NYC Whole Loan. After a Standard Highline Non-Trust Junior Subordinate Companion
Loan Control Appraisal Period and prior to a Standard Highline Non-Trust Senior Subordinate Companion Loan Control Appraisal Period,
the Standard Highline Non-Trust Senior Subordinate Companion Loan will have the right to replace the Special Servicer with respect
to The Standard Highline NYC Whole Loan. The Standard Highline Trust Subordinate Companion Loan will have the right, after the
occurrence and continuance of a Standard Highline Non-Trust Senior Subordinate Companion Loan Control Appraisal Period and prior
to the occurrence and continuance of a Standard Highline Trust Subordinate Companion Loan Control Termination Event, to replace
the Special Servicer solely with respect to The Standard Highline NYC Whole Loan.


 


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


 






     -471-


     


    

 


special
servicer with respect to a Non-Serviced Whole Loan, as applicable, will in any event be subject to Rating Agency Confirmation
from each Rating Agency. A replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to a control
termination event (or similarly defined term) under the related Non-Serviced PSA, by the related Non-Serviced Whole Loan Controlling
Holder; provided, however, that any successor special servicer appointed to replace the special servicer with respect
to such Non-Serviced Whole Loan cannot at any time be the Person (or an Affiliate thereof) that was terminated at the direction
of the holder of such Non-Serviced Mortgage Loan, without the prior written consent of the Directing Certificateholder.


 


If at any time the Operating
Advisor determines, in its sole discretion exercised in good faith, that (i) the Special Servicer is not performing its duties
as required hereunder or is otherwise not acting in accordance with the Servicing Standard, and (ii) the replacement of the Special
Servicer would be in the best interest of the Certificateholders as a collective whole, then the Operating Advisor shall deliver
to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written report in the form of Exhibit
W attached hereto (which form may be modified or supplemented from time to time to cure any ambiguity or error or to incorporate
any additional information, subject to compliance of such form with the terms and provisions of this Agreement; provided,
further, that in no event shall the information or any other content included in such written report contravene any provision
of this Agreement) detailing the reasons supporting its recommendation (provided that the Operating Advisor will not be
permitted to recommend the replacement of the Special Servicer for any Whole Loan so long as the holder of the related Companion
Loan is the Directing Holder under the related Intercreditor Agreement) (along with relevant information justifying its recommendation)
and recommending a suggested replacement special servicer, which shall be a Qualified Replacement Special Servicer. In such event,
the Certificate Administrator shall promptly post notice to all applicable Certificateholders of such recommendation and the related
report on the Certificate Administrator’s Website in accordance with Section 3.13(b), and by mail conduct the solicitation
of votes of all applicable Certificates in such regard. Upon (i) the affirmative vote of Voting Rights evidencing at least a majority
of a Quorum (which, this purpose is the Holders that (i) evidence at least 20% of the Voting Rights (taking into account the application
of any Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances) of all Principal Balance Certificates
on an aggregate basis, and (B) consist of at least three (3) Certificateholders, or the Certificate Owners that are not Risk Retention
Affiliated with each other) and (ii) receipt of Rating Agency Confirmation from each Rating Agency with respect to the termination
of the Special Servicer and the appointment of a successor special servicer recommended by the Operating Advisor following satisfaction
of the foregoing clause (i), the Trustee (upon receipt of written confirmation from the Certificate Administrator, if the
Certificate Administrator and the Trustee are different entities) shall (i) terminate all of the rights and obligations of the
Special Servicer under this Agreement and appoint such successor Special Servicer and (ii) promptly notify such outgoing Special
Servicer of the effective date of such termination. The reasonable out-of-pocket costs and expenses (including reasonable legal
fees and expenses of outside counsel) associated with obtaining such Rating Agency Confirmations and administering such vote(s)
and the Operating Advisor’s identification of a Qualified Replacement Special Servicer shall be an additional expense of
the Trust. In the event that the Trustee does not receive 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,


 






     -472-


     


    

 


then
the Trustee shall have no obligation to remove the Special Servicer. Prior to the appointment of any replacement special servicer,
such replacement special servicer shall have agreed to succeed to the obligations of the Special Servicer under this Agreement
and to act as the Special Servicer’s successor hereunder. In the event 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 Pooled Certificateholders
or Loan-Specific Certificateholders, as applicable (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(a)(viii) and (c). The operation of this subsection
(e) shall not be construed to limit the effect of Section 7.01(a)(viii) and Section 7.01(a)(ix).


 


(f)          Notwithstanding
the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion Loan, any
related Serviced Companion Noteholder or the rating on any class of certificates backed, wholly or partially, by any Serviced Companion
Loan Securities, and if the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the part of
the Master Servicer affects only a Serviced Companion Loan, any related Serviced Companion Noteholder or the rating on any class
of certificates backed, wholly or partially, by any Serviced Companion Loan Securities, then the Master Servicer may not be terminated
by or at the direction of such Serviced Companion Noteholder or the holders of any certificates backed, wholly or partially, by
such Serviced Companion Loan, but upon the written direction of such Serviced Companion Noteholder, the Master Servicer shall be
required to appoint a sub-servicer that will be responsible for servicing the related Serviced Whole Loan.


 


(g)         Notwithstanding
anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if any, the
related Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and continuance
of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan as to the Directing
Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of the Controlling Class, the
Directing Holder shall


 






     -473-


     


    

 


select
an Excluded Special Servicer, as successor to the resigning Special Servicer, for the related Excluded Special Servicer Loan in
accordance with this Agreement. After the occurrence and during the continuance of a Control Termination Event or if the Directing
Certificateholder or the majority Controlling Class Certificateholder on its behalf fails to make the selection contemplated by
the prior sentence within ten (10) Business Days or if at any time the applicable Excluded Special Servicer Loan is also an Excluded
Loan as to the Directing Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of
the Controlling Class, the resigning Special Servicer shall use reasonable efforts to select the related Excluded Special Servicer.
The Special Servicer shall not have any liability with respect to the actions or inactions of the applicable Excluded Special
Servicer or with respect to the identity of the applicable Excluded Special Servicer so long as, on the date of the appointment,
such appointment of such Excluded Special Servicer meets the criteria of this Agreement. It shall be a condition to any such appointment
that (i) the Rating Agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal of any
of their then-current ratings of the Certificates and each NRSRO hired to provide ratings with respect to any Serviced Companion
Loan Securities makes the equivalent confirmation, (ii) the related Excluded Special Servicer is a Qualified Replacement Special
Servicer and (iii) the related Excluded Special Servicer delivers to the Depositor and the Certificate Administrator and any applicable
Other Depositor and Other Certificate Administrator, the information, if any, required under Item 6.02 of Form 8-K pursuant to
the Exchange Act regarding itself in its role as Excluded Special Servicer.


 


If at any time the Special
Servicer is no longer a Borrower Party (including, without limitation, as a result of the related Mortgaged Property becoming an
REO Property) with respect to an Excluded Special Servicer Loan, (1) the related Excluded Special Servicer shall resign, (2) the
related Mortgage Loan or Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan, (3) the Special Servicer shall
become the Special Servicer again for such related Mortgage Loan or Serviced Whole Loan and (4) the Special Servicer shall be entitled
to all special servicing compensation with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and
after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded Special Servicer Loan; provided, however,
that other than with respect to an Excluded Loan, the related Excluded Special Servicer shall not be required to resign if the
Directing Holder determines that such Excluded Special Servicer may continue to serve as special servicer for the applicable Excluded
Special Servicer Loan.


 


The applicable Excluded
Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and
shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such
time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that the Special
Servicer shall remain entitled to all other special servicing compensation with respect all Mortgage Loans and Serviced Whole Loans
that are not Excluded Special Servicer Loans during such time).


 


If a Servicing Officer
of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as applicable, has actual knowledge that
a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer Loan, as applicable,
the Master Servicer, the related Excluded Special Servicer or the Special Servicer, as


 






     -474-


     


    

 


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(a)(viii), and provided that no acceptable successor has been appointed within the
time period specified in Section 7.01(c), the Trustee shall be the successor to such party, until such successor to the
Master Servicer or the Special Servicer, as applicable, is appointed as provided in this Section 7.02 or by the Directing
Holder as provided in Section 7.01(d), as applicable, in all respects in its capacity as Master Servicer or the Special
Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein and shall be subject to, and
have the benefit of, all of the rights, (subject to Section 3.11 and Section 6.04) benefits, responsibilities, duties,
liabilities and limitations on liability relating thereto and that arise thereafter placed on or for the benefit of the Master
Servicer or the Special Servicer, as applicable, by the terms and provisions hereof; provided, however, that any
failure to perform such duties or responsibilities caused by the terminated party’s failure under Section 7.01 to
provide information or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment
of a successor master servicer shall not affect any liability of the predecessor Master Servicer which may have arisen prior to
its termination as Master Servicer, and the appointment of a successor special servicer shall not affect any liability of the
predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as
successor to the Master Servicer or the Special Servicer, as the case may be, shall not be liable for any of the representations
and warranties of the Master Servicer or the Special Servicer, respectively, herein or in any related document or agreement, for
any acts or omissions of the predecessor master servicer or special servicer or for any losses incurred by the predecessor Master
Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee be required to purchase any Mortgage Loan or Trust Subordinate
Companion Loan hereunder solely as a result of its obligations as successor master servicer or special servicer, as the case may
be. Subject to Section 3.11, as compensation therefor, the Trustee as successor master servicer shall be entitled to the
Servicing Fees and all fees relating to the Mortgage Loans, the Companion Loans that the Master Servicer would have been entitled
to if the Master Servicer had continued to act hereunder, including but not limited to any income or other benefit from any Permitted
Investment pursuant to Section 3.06, and subject to Section 3.11, and the Trustee as successor to the Special Servicer
shall be entitled to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special Servicer
had continued to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer or the Special Servicer, as
the case may be, the Trustee shall be afforded the same standard of care and liability as the Master Servicer or the Special Servicer,
as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions taken
by it in its role as successor master servicer or successor special servicer, as the case may be, and not with respect to its
role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to act as successor to the Master
Servicer or the Special Servicer, as applicable, or shall, if it is unable to so act, or if the Trustee is not approved as a servicer
by each Rating Agency, or if the Directing Holder ((i) prior to the occurrence and continuance of a Control Termination Event
and (ii) other than with respect to any Excluded Loan with respect to the Directing Holder or, if the Directing Holder is the
Directing Certificateholder, the Holder of


 






     -475-


     


    

 


the
majority of the Controlling Class) or the Holders of Certificates entitled to at least (a) 25% of the Voting Rights in the
case of the Master Servicer, (b) 25% of the Pooled Voting Rights in the case of the Special Servicer (other than with respect
to the Yorkshire & Lexington Towers Whole Loan or The Standard Highline NYC Whole Loan), (c) 25% of the Y&L Towers
Voting Rights in the case of the Special Servicer with respect to the Yorkshire & Lexington Towers Whole Loan or (d) 25%
of the Standard Highline Voting Rights in the case of the Special Servicer with respect to The Standard Highline NYC Whole
Loan 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
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25), (iii) which appointment has been approved (prior to the
occurrence and continuance of a Control Termination Event) by the Directing Holder, such approval not to be unreasonably
withheld and (iv) the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 and
any other Form 8-K filings have been completed with respect to any related Companion Loan. Pending appointment of a successor
to the Master Servicer or the Special Servicer hereunder, unless the Trustee shall be prohibited by law from so acting, the
Trustee shall act in such capacity as herein above provided. In connection with such appointment and assumption of a
successor to the Master Servicer or the Special Servicer as described herein, the Trustee may make such arrangements for the
compensation of such successor out of payments on the Mortgage Loans and the Trust Subordinate Companion Loans as it and such
successor shall agree; provided, however, that no such compensation with respect to a successor master servicer
or successor special servicer, as the case may be, shall be in excess of that permitted the terminated Master Servicer or
Special Servicer, as the case may be, hereunder. The Trustee, the Master Servicer or the Special Servicer (whichever is not
the terminated party) and such successor shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. Any costs and expenses associated with the transfer of the servicing function (other than
with respect to a termination without cause) under this Agreement shall be borne by the predecessor Master Servicer or
Special Servicer, as applicable. If such predecessor Master Servicer or Special Servicer (as the case may be) has not
reimbursed the party requesting such termination or the successor master servicer or special servicer for such expenses
within 90 days after the presentation of reasonable documentation, such expense shall be reimbursed by the Trust; provided
that the terminated Master Servicer or Special Servicer shall not thereby be relieved of its liability for such expenses. If
and to the extent that the terminated Master Servicer or Special Servicer has not reimbursed such costs and expenses, the
party requesting such termination shall have an affirmative obligation to take all reasonable actions to collect such
expenses on behalf of the Trust. In the event of a termination


 






     -476-


     


    

 


without cause, such costs and
expenses shall be borne by the party requesting such termination, or as otherwise set forth herein; provided that the Certificate
Administrator and the Trustee shall not bear any such costs and expenses. For the avoidance of doubt, if the Trustee is terminating
the Master Servicer or Special Servicer in accordance with this Agreement at the direction of any party or parties permitted to
direct the Trustee to so terminate the Master Servicer or the Special Servicer pursuant to this Agreement, the Trustee shall not
have any liability for such expenses pursuant to this paragraph.


 


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


 


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


 


Section 7.04     Waiver
of Servicer Termination Events. A Servicer Termination Event may be waived by the Certificateholders evidencing not less than
(a) 66-2/3% of the Voting Rights in the case of the Master Servicer, (b) 66-2/3% of the Pooled Voting Rights in the case of the
Special Servicer (other than with respect to the Yorkshire & Lexington Towers Whole Loan and The Standard Highline NYC Whole
Loan), (c) 66-2/3% of the Y&L Towers Voting Rights in the case of the Special Servicer with respect to the Yorkshire &
Lexington Towers Whole Loan or (d) 66-2/3% of the Standard Highline Voting Rights in the case of the Special Servicer with respect
to The Standard Highline NYC Whole Loan, within twenty (20) days of the receipt of notice from the Certificate Administrator of
the occurrence of such Servicer Termination Event; provided, however, that (1) a Servicer Termination Event under
clause (i) or (ii) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected
Classes and (2) a Servicer Termination Event under clause (iii) or (ix) of Section 7.01(a) relating to Exchange
Act reporting may be waived only with the consent of the Depositor, together with (in the case of each of clauses (1) and
(2) of this sentence) the consent of each Serviced Companion Noteholder, if any, that is affected by such Servicer Termination
Event. Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder. Upon any such waiver of a Servicer Termination Event by Certificateholders,
the Trustee and the Certificate Administrator shall be entitled to recover all costs and expenses incurred by it in connection
with enforcement action taken with respect to such Servicer Termination Event prior to such waiver from the Trust. No such waiver
shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent
expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination
Event pursuant to this Section 7.04, Certificates registered in the name of


 






     -477-


     


    

 


the Depositor
or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they
would if any other Person held such Certificates.


 


Section
7.05     Trustee as Maker of Advances. In the event that the Master Servicer fails to fulfill its
obligations hereunder to make any Advances and such failure remains uncured, the Trustee shall perform such obligations (x)
within five (5) Business Days following such failure by the Master Servicer with respect to Servicing Advances resulting in a
Servicer Termination Event under Section 7.01(a)(iii) hereof to the extent a Responsible Officer of the Trustee has
actual knowledge of such failure with respect to such Servicing Advances and (y) by noon, New York City time, on the related
Distribution Date with respect to P&I Advances pursuant to the Certificate Administrator’s notice of failure
pursuant to Section 4.03(a) unless such failure has been cured. With respect to any such Advance made by the Trustee,
the Trustee shall succeed to all of the Master Servicer’s rights with respect to Advances hereunder, including, without
limitation, the Master Servicer’s rights of reimbursement and interest on each Advance at the Reimbursement Rate, and
rights to determine that a proposed Advance is a Nonrecoverable P&I Advance or Servicing Advance, as the case may be,
(without regard to any impairment of any such rights of reimbursement caused by such Master Servicer’s default in its
obligations hereunder); provided, however, that if Advances made by the Trustee and the Master Servicer shall
at any time be outstanding, or any interest on any Advance shall be accrued and unpaid, all amounts available to repay
such Advances and the interest thereon hereunder shall be applied entirely to the Advances outstanding to the Trustee, until
such Advances shall have been repaid in full, together with all interest accrued thereon, prior to reimbursement of the
Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any notice given with respect to a
Nonrecoverable Advance hereunder.


 


[End of ARTICLE VII]


 


Article
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01      Duties
of the Trustee and the Certificate Administrator. (a) The Trustee and the Certificate Administrator, prior to the occurrence
of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which may have occurred, undertake
to perform such duties and only such duties as are specifically set forth in this Agreement. If a Servicer Termination Event occurs
and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree
of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own
affairs. Any permissive right of the Trustee and the Certificate Administrator contained in this Agreement shall not be construed
as a duty.


 


(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


 






     -478-


     


    

 


not to
conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator shall notify
the party providing such instrument and requesting the correction thereof. The Trustee or the Certificate Administrator shall
not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or
other instrument furnished by the Depositor, the Master Servicer or the Special Servicer or another Person, and accepted by the
Trustee or the Certificate Administrator in good faith, pursuant to this Agreement.


 


(c)         No
provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own
negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)            Prior
to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have
occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into
this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the Trustee
and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or
the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)           Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be proved
that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


 


(iii)          Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Corresponding Certificates entitled to greater than
25% of the Percentage Interest of each affected Class of Regular Interests, 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.


 






     -479-


     


    




 


 






 


 


Section
8.02     Certain Matters Affecting the Trustee and the Certificate Administrator. Except as
otherwise provided in Section 8.01:


 


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


 


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


 


(iii)         Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in it
by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or defend
any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, reasonable security or indemnity satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, if it shall have reasonable grounds for believing that repayment of such funds or reasonable indemnity satisfactory
to it against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of a Servicer Termination Event which has not been cured, to exercise such of the rights
and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs;


 


(iv)         Neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)          Prior
to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which may have
occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond
or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than 50% of the Voting
Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate Administrator
of the costs, expenses or liabilities likely to be


 






     -480-


     


    

 


incurred by it in the making of such investigation is, in the opinion of the
Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate Administrator
by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively, may
require reasonable indemnity satisfactory to it from such requesting Holders against such expense or liability as a condition to
taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)         The
Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys
shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further,
that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person
that is a Prohibited Party;


 


(vii)        For
all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be deemed to have actual knowledge
or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure or breach of
any Person upon the occurrence of which the Trustee or the Certificate Administrator may be required to act unless a Responsible
Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written notice of
any event, act, failure or breach, as applicable, which is in fact such a default is received by the Trustee or the Certificate
Administrator at the respective Corporate Trust Office, and such notice references the Certificates or this Agreement;


 


(viii)       Neither
the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer or the Special
Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer, as the case may be, in which case the Trustee
shall only be responsible for its own actions as Master Servicer or the Special Servicer) or of the Depositor, the Operating Advisor
or the Asset Representations Reviewer;


 


(ix)          Neither
the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund unless
it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable,
negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)           In
no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own negligence,
bad faith or willful misconduct;


 


(xi)          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,


 






     -481-


     


    

 


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;


 


(xii)         Nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law; and


 


(xiii)        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, Mortgage Loans or
Trust Subordinate Companion Loans. The recitals contained herein and in the Certificates, other than the acknowledgments
of the Trustee or the Certificate Administrator in Sections 2.02 and 2.04 and the signature, if any, of the
Certificate Registrar and Authenticating Agent set forth on any outstanding Certificate, shall be taken as the statements of
the Depositor, the Master Servicer or the Special Servicer, as the case may be, and the Trustee or the Certificate
Administrator assume no responsibility for their correctness. Neither the Trustee nor the Certificate Administrator makes any
representations as to the validity or sufficiency of this Agreement (other than as to this Agreement being a valid obligation
of the Trustee and the Certificate Administrator) or of any Certificate (other than as to the signature, if any, of the
Trustee or the Certificate Administrator set forth thereon) or of any Mortgage Loan or of any Trust Subordinate Companion
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 and the Trust
Subordinate Companion Loans to the Trust, or any funds deposited in or withdrawn from the Collection Account or any other
account by or on behalf of the Depositor, the Master Servicer, the Special Servicer or in the case of the Trustee,
the Certificate Administrator. The Trustee and the Certificate Administrator shall not be responsible for and may rely upon
the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument
furnished by the Depositor, the Master Servicer or the Special Servicer and accepted by the Trustee or the Certificate
Administrator, in good faith, pursuant to this Agreement.


 


Section
8.04     Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each
in its individual capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and
may deal with the Depositor, the Master Servicer, the Special Servicer or the Underwriters in banking


 






     -482-


     


    

 


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 (including the Trust Subordinate Companion Loans) basis. As to each Mortgage Loan, Trust Subordinate
Companion Loan and REO Loan (other than the portion of an REO Loan related to any Companion Loan (other than any Trust
Subordinate Companion Loan)), the Certificate Administrator shall pay to the Trustee monthly the Trustee fee from the
Certificate Administrator/Trustee Fee, which Certificate Administrator/Trustee Fee shall accrue from time to time at the
Certificate Administrator/Trustee Fee Rate and the Certificate Administrator/Trustee Fee shall be computed on the basis of
the Stated Principal Balance of such Mortgage Loan or the Trust Subordinate Companion Loans, as applicable, and a 360-day
year consisting of twelve 30-day months. The Certificate Administrator/Trustee Fee (which shall not be limited to any
provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee’s and the
Certificate Administrator’s sole form of compensation for all services rendered by them in the execution of the trusts
hereby created and in the exercise and performance of any of the powers and duties of the Trustee and Certificate
Administrator hereunder, except for the reimbursement of expenses specifically provided for herein. The Certificate
Administrator/Trustee Fee shall not be payable with respect to any Companion Loan (other than the Trust Subordinate Companion
Loans).


 


(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, the Lower-Tier REMIC
Distribution Account or the Trust Subordinate Companion Loan REMIC Distribution Accounts, as applicable, from time to time) against
any loss, liability or expense (including, without limitation, costs and expenses of litigation, and of enforcement of this indemnity,
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,


 






     -483-


     


    

 


respectively,
in the normal course of the Trustee or the Certificate Administrator, respectively, performing its duties in accordance with any
of the provisions hereof, which are not “unanticipated expenses of the REMIC” within the meaning of Treasury Regulations
Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof
or (iv) any loss, liability or expense incurred by reason of willful misconduct, bad faith or negligence in the performance of
the Trustee’s or the Certificate Administrator’s, respectively, obligations and duties hereunder, or by reason of negligent
disregard of such obligations or duties, or as may arise from a breach of any representation or warranty of the Trustee specified
in Section 8.12 or the Certificate Administrator specified in Section 8.14, respectively, made herein. The provisions
of this Section 8.05(b) shall survive the termination of this Agreement and any resignation or removal of the Trustee or
the Certificate Administrator, respectively, and appointment of a successor thereto. The foregoing indemnity shall also apply to
the Certificate Administrator in all of its capacities hereunder, including Custodian, Certificate Registrar and Authenticating
Agent.


 


(c)            The
Certificate Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by the Depositor, any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a breach by the Certificate
Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is
required to make available information to a Privileged Person that is an NRSRO, of its obligations under this Agreement or (ii)
negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information
Provider or in any other capacity in which the Certificate Administrator is required to make available information to a Privileged
Person that is an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under
this Agreement.


 


Section
8.06     Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate
Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national
bank, national banking association or 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 “BBB+” by
S&P, “A-” by Fitch and, if rated by KBRA, “A” by KBRA; provided
that the Trustee shall 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 “BBB” by S&P and “A-” by Fitch,
(b) its short term debt obligations have a short term rating of not less than “A-1” from S&P and
“F1” by Fitch and (c) the Master Servicer maintains a long term unsecured rating of at least “A” by
S&P and “A+” by Fitch; 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 or
KBRA, it maintains an equivalent (or


 






     -484-


     


    

 


higher) rating by any two other NRSROs (which may include any of the Rating Agencies) 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. In the event the place of business from which the Certificate
Administrator administers the Trust REMICs or the Grantor Trust or in which the Trustee’s office is located is in a state
or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax imposed
under the REMIC Provisions) or a grantor trust, the Certificate Administrator or the Trustee, as applicable, shall elect either
to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to
the Trust or (iii) administer the Trust REMICs and/or the Grantor Trust, as applicable, from a state and local jurisdiction that
does not impose such a tax.


 


Section
8.07     Resignation and Removal of the Trustee and Certificate Administrator. (a) The Trustee and the Certificate
Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the
Depositor, the Master Servicer, the Special Servicer and the Trustee or the Certificate Administrator, as applicable, the
Operating Advisor, the Asset Representations Reviewer, 17g-5 Information Provider and to all Certificateholders. The
Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section
3.13(b) and provide notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5
Information Provider, which shall promptly post such notice to the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c). Upon receiving such notice of resignation, the Depositor shall use its reasonable best efforts
to promptly appoint a successor trustee or successor certificate administrator acceptable to the Master Servicer and, prior
to the occurrence and continuance of a Control Termination Event, the Directing Holder by written instrument, in duplicate,
which instrument shall be delivered to the resigning Trustee or Certificate Administrator and to the successor trustee or
certificate administrator. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer, the
Certificateholders and the Trustee or Certificate Administrator, as applicable, by the Depositor. The resigning Trustee or
Certificate Administrator, as the case may be, shall pay all costs and expenses associated with the transfer of its duties.
If no successor trustee or certificate administrator shall have been so appointed and have accepted appointment within thirty
(30) days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator may petition any
court of competent jurisdiction for the appointment of a successor trustee or certificate administrator, as applicable. The
Trust shall pay all costs and expenses associated with such petition.


 


(b)            If
at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section
8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request
therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the


 






     -485-


     


    

 


Trustee or the Certificate Administrator or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or
of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator
(if different than the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer
to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee’s or Certificate Administrator’s,
as applicable, reasonable control) to timely publish any report to be delivered, published or otherwise made available by the Certificate
Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period of five (5) days, or if the
Certificate Administrator fails to make distributions required pursuant to Section 4.01 or Section 9.01, then the
Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint a successor trustee or certificate administrator
acceptable to the Master Servicer, by written instrument, in duplicate, which instrument shall be delivered to the Trustee or Certificate
Administrator so removed and to the successor trustee or certificate administrator in the case of the removal of the Trustee or
Certificate Administrator. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders
by the Depositor. Except as described in the following sentence, the terminated or removed Trustee or Certificate Administrator,
as applicable, shall bear all reasonable costs and expenses in connection with its termination or removal. If no successor trustee
or certificate administrator shall have been so appointed and have accepted appointment within ninety (90) days after the giving
of such notice of removal, the removed Trustee or Certificate Administrator may petition any court of competent jurisdiction for
the appointment of a successor trustee or certificate administrator, as applicable, at the expense of the Trust.


 


(c)            The
Holders of Certificates entitled to at least 50% of the Voting Rights may upon thirty (30) days’ prior written notice, with
or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate Administrator
so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor, the
Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such termination without cause
pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable, shall be responsible
for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)            Any
resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by
the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator shall
have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with
respect to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as the case may be, shall pay
all costs and expenses associated with the transfer of its duties.


 


If the same party is
acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as
Trustee or Certificate


 






     -486-


     


    

  


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 (and, in
the case of the Yorkshire & Lexington Towers Mortgage Loan, the Y&L Towers Trust Subordinate Companion Loan and in the
case of The Standard Highline NYC Mortgage Loan, the Standard Highline Trust Subordinate Companion Loan) (to the extent that the
original executed Mortgage Note for each Mortgage Loan (and the related Trust Subordinate Companion Loan, if applicable) 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 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2017-CX10 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 the related Trust Subordinate
Companion Loan, if applicable), and certify in writing that, as to each Mortgage Loan (and the related Trust Subordinate Companion
Loan, if applicable) then subject to this Agreement, such endorsement and assignment has been made; (b) if any original executed
Mortgage Note for a Mortgage Loan (or Trust Subordinate Companion Loan) was not endorsed to the outgoing trustee, the Custodian
shall, upon its receipt of a Request for Release, deliver such Mortgage Note to the Depositor or the successor trustee, as requested,
and the Master Servicer and the Depositor shall cooperate with any successor trustee to ensure that such Mortgage Note is endorsed
(without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered
Holders of CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX10 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 or Trust Subordinate Companion Loan document was not assigned to the outgoing trustee, the Custodian shall, upon
its receipt of a Request for Release, deliver such Mortgage Loan or Trust Subordinate Companion 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 or Trust Subordinate Companion 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


 






     -487-


     


    

 


respect to each Mortgage Loan
(and the related Trust Subordinate Companion Loan, if applicable) and certify in writing that, as to each Mortgage Loan (and the
related Trust Subordinate Companion Loan, if applicable) then subject to this Agreement, such endorsements and assignments have
been made or, in the event such endorsement or assignment cannot be made for any reason, to note the same in such certification.


 


(f)             Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section
8.08     Successor Trustee or Certificate Administrator. (a) Any successor trustee or
certificate administrator appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the
Depositor, the Master Servicer, the Special Servicer and to its predecessor Trustee or Certificate Administrator an
instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or
Certificate Administrator shall become effective and such successor trustee or certificate administrator without any further
act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as Trustee or Certificate Administrator herein. The
predecessor Trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it
hereunder (other than any Mortgage Files at the time held on its behalf by a Custodian, which Custodian, at Custodian’s
option shall become the agent of the successor trustee), and the Depositor, the Master Servicer, the Special Servicer and the
predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required to more
fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable
the successor trustee to perform its obligations hereunder.


 


(b)            No
successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall
be eligible under the provisions of Section 8.06.


 


(c)            Upon
acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the
Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance
of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor
certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 


Section
8.09     Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the
Certificate Administrator may be merged or converted or with which it may be consolidated or any Person resulting from any
merger, conversion or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of the Trustee or the Certificate Administrator shall
be the successor of the Trustee or the Certificate Administrator, as applicable, hereunder; provided that, in the case
of the Trustee, such successor person shall be eligible under the provisions of Section 8.06, without the execution or
filing of any paper or any


 






     -488-


     


    

 


further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding. The Certificate Administrator shall post such notice to the Certificate Administrator’s Website in
accordance with Section 3.13(b) and shall provide notice of such event to the Master Servicer, the Special Servicer,
the Depositor and the 17g-5 Information Provider, which shall post such notice to the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c).


 


Section 8.10     Appointment
of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction
in which any part of the Trust Fund or property securing the same may at the time be located, the Master Servicer and the Trustee
acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any
part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust, or any part thereof,
and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master
Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment
within fifteen (15) days after the receipt by it of a request to do so, or in case a Servicer Termination Event shall have occurred
and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08.
All co-trustee fees shall be payable out of the Trust Fund.


 


(b)            In
the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties
and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)            Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its 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


 






     -489-


     


    

  


do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


 


(e)            The
appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and
responsibilities hereunder.


 


Section
8.11     Appointment of Custodians. The Certificate Administrator is hereby appointed as the
Custodian to hold all or a portion of the Mortgage Files. The Custodian shall be a depository institution subject to
supervision by federal or state authority, shall have combined capital and surplus of at least $15,000,000 and shall be
qualified to do business in the jurisdiction in which it holds any Mortgage File. The Custodian shall be subject to the same
obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the
retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of the Custodian, the
Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of one or more
Custodians by the Certificate Administrator shall not relieve the Certificate Administrator from any of its
obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of any
Custodian. Any Custodian appointed hereunder must maintain a fidelity bond and errors and omissions policy in an amount
customary for Custodians which serve in such capacity in commercial mortgage loan securitization transactions, or may
self-insure.


 


Section
8.12     Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion
Noteholder and the Certificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that:


 


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


 


(ii)          The
execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by
the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument
to which it is a party or which is applicable to it or any of its assets;


 


(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


 






     -490-


     


    

  


(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 Third Party Purchaser.


 


Section
8.13     Provision of Information to Certificate Administrator, Master Servicer and Special Servicer. The Master
Servicer shall promptly, upon request, provide the Special Servicer and the Certificate Administrator with notice of any
change in the identity and/or contact information of any Serviced Companion Noteholder (to the extent it receives written
notice of such change). The Certificate Administrator, Master Servicer and Special Servicer may each conclusively rely on the
information provided to them regarding identity and/or contact information regarding any Serviced Companion Noteholder, and
the Certificate Administrator, Master Servicer and Special Servicer, as applicable, shall have no liability for notices not
sent to the correct Serviced Companion Noteholders or any obligation to determine the identity and/or contact information of
the Serviced Companion Noteholders to the extent updated or correct information regarding the holders of any of the Serviced
Companion Noteholders or the most recent identity and/or contact information regarding any of the Serviced Companion
Noteholders has not been provided to the Certificate Administrator, Master Servicer or Special Servicer, as applicable.


 



     -491-


     


    

 





The Certificate Administrator
shall promptly notify the Master Servicer and Special Servicer of any change in the identity and/or contact information of a Loan-Specific
Directing Holder (to the extent it receives written notice of such change). The Master Servicer and Special Servicer may each conclusively
rely on the information provided to them by the Certificate Administrator regarding identity and/or contact information regarding
a Loan-Specific Directing Holder unless the Master Servicer or the Special Servicer, as applicable, obtains written notice of the
correct identity and/or contact information for such Directing Holder and the Master Servicer and Special Servicer, as applicable,
shall have no liability for notices not sent to the correct Directing Holder or any obligation to determine the identity and/or
contact information of a Loan-Specific Directing Holder to the extent the Certificate Administrator has not provided updated or
correct information regarding such Loan-Specific Directing Holder or has not provided the most recent identity and/or contact information
regarding such Directing Holder to the 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


 






     -492-


     


    

 


Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Certificate
Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the
Certificate Administrator to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


(vi)         No
litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator
which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


(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 Third Party Purchaser.


 


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.


 






     -493-


     


    

 


[End of ARTICLE VIII]


 


Article
IX



TERMINATION


 


Section
9.01 Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section
9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator
(other than the obligations of the Certificate Administrator to provide for and make payments to Certificateholders as
hereafter set forth), the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer and the Trustee, shall terminate upon payment (or provision for payment) to the Certificateholders
of all amounts held by the Certificate Administrator and required hereunder to be so paid on the Distribution Date following
the earlier to occur of (i) the final payment (or related Advance) or other liquidation of the last Mortgage Loan, Trust
Subordinate Companion 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, the Trust Subordinate Companion 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 and the Trust Subordinate Companion Loans (exclusive of Specially Serviced Loans and REO Loans) included in
the Trust Fund, (2) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust Fund
(such Appraisals in clause (a)(2) to be conducted by an Independent MAI-designated appraiser selected by the Special
Servicer, and approved by the Master Servicer and the Controlling Class, (3) the fair value of each Specially Serviced Loan
as determined by the Special Servicer consistent with procedures required for making such determination in connection
with the sale of a Defaulted Loan under this Agreement, (4) the reasonable out-of-pocket expenses of the Master Servicer with
respect to such termination, unless the Master Servicer is the purchaser of such Mortgage Loans or Trust Subordinate
Companion 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 Master 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-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C, Certificates
have been reduced to zero, the voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other
than the Class Z and Class R Certificates and the VRR Interest) and the payment or deemed payment by such exchanging party of
the Termination Purchase Amount) for the remaining Mortgage Loans, Trust Subordinate Companion Loans and REO Properties in
the Trust Fund pursuant to the terms of the immediately succeeding paragraph; provided, however,


 






     -494-


     


    

 


that in no
event shall the trust created hereby continue beyond the expiration of twenty-one (21) years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s,
living on the date hereof.


 


Following the date on
which the Certificate Balances and Notional Amounts, as applicable, of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Regular Interests have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
Z and Class R Certificates and the VRR Interest)), the Sole Certificateholder shall have the right, with the consent of the Master
Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates and the VRR Interest) together with
the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans, Trust Subordinate Companion Loans
and each REO Property remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph of this Section
9.01 by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange.
In the event that the Sole Certificateholder elects to exchange all of its Certificates (other than the Loan-Specific Certificates
and Class Z and Class R Certificates) and pay the Termination Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate
Companion Loans and the Trust’s portion of each REO Property remaining in the Trust in accordance with the preceding sentence,
such Sole Certificateholder, not later than the Distribution Date on which the final distribution on the Certificates is to occur,
shall (i) remit for deposit in the Collection Account an amount in immediately available funds equal to (a) an amount equal to
the product of (y) the VRR Retention Percentage and (z) the Termination Purchase Amount to be paid to the Holders of the VRR Interest
in exchange for the surrender of the VRR Interest, (b) an amount equal to the product of (x) 1.00 minus the VRR Retention Percentage
and (y) the Termination Purchase Amount to be paid to the Trust, plus (z) all amounts due and owing to the Depositor, the Master
Servicer, the Special Servicer, the Trustee and the Certificate Administrator hereunder through the date of the liquidation of
the Trust that may be withdrawn from the Collection Account, or an escrow account acceptable to the respective parties hereto,
pursuant to Section 3.05(a) or that may be withdrawn from the Distribution Account pursuant to Section 3.05(a), but
only to the extent that such amounts are not already on deposit in the Collection Account, and (ii) be deemed to pay to the Trust
(which amount shall be further deemed distributed to the Holders of all outstanding Certificates) an amount equal to the Termination
Purchase Amount. In addition, the Master Servicer shall transfer all amounts required to be transferred to the Lower-Tier REMIC
Distribution Account and Excess Interest Distribution Account on the P&I Advance Date related to such Distribution Date in
which the final distribution on the Certificates is to occur from the Collection Account pursuant to the first paragraph of Section
3.04(b) (provided, however, that if a Serviced Whole Loan is secured by REO Property, the portion of the above-described
purchase price allocable to such Trust’s portion of REO Property shall initially be deposited into the related REO Account).
Upon confirmation that such final deposits have been made and following the surrender of all its Certificates (other than the Class
Z Certificates and Class R Certificates) on the applicable Distribution Date, the Custodian shall, upon receipt of a Request for
Release from the Master Servicer, release or cause to be released to the Sole Certificateholder or any designee thereof, the Mortgage
Files for the remaining Mortgage Loans and the Trust Subordinate Companion 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, the Trust


 






     -495-


     


    

 


Subordinate Companion Loans and REO Properties remaining in the Trust Fund, and the Trust shall be liquidated
in accordance with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder shall be deemed to have
purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of the Principal Balance
Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts against
amounts distributable in respect of such Certificates and Related Lower-Tier Regular Interests.


 


The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and
the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage Loan
has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder to or
for the benefit of the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans 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, the Trust Subordinate
Companion 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, the Trust Subordinate Companion Loans and any REO Mortgage
Loans held by the Trust is equal to or greater than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans and the Trust
Subordinate Companion Loans (solely for the purposes of this calculation, if such right is being exercised after December 2027
and the 237 East Fordham Road Mortgage Loan is still an asset of the Trust, then such Mortgage Loan will be excluded from the then-aggregate
Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate Companion Loans and from the aggregate Stated Principal
Balance of the pool of Mortgage Loans and Trust Subordinate Companion Loans as of the Cut-off Date) as set forth in the Preliminary
Statement.


 


In the event that the
Master Servicer or the Special Servicer purchases, or the Holders of the majority of the Controlling Class or the Holders of the
Class R Certificates purchase, all of the Mortgage Loans, the Trust Subordinate Companion Loans and the Trust’s portion of
each REO Property remaining in the Trust Fund in accordance with the preceding sentence, the Master Servicer, the Special Servicer,
the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, shall deposit in
the Lower-Tier REMIC Distribution Account not later than the P&I Advance Date relating to the Distribution Date on which the
final distribution on the Certificates is to occur, an amount in immediately available funds equal to the above-described purchase
price (exclusive of any portion thereof payable to any Person other than the Certificateholders pursuant to Section 3.05(a),
which portion shall be deposited in the Collection Account). In addition, the


 






     -496-


     


    

 


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 Trust Subordinate Companion 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, Trust Subordinate Companion Loans and REO Properties
remaining in the Trust Fund.


 


For purposes of this
Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate the Trust REMICs,
then the Special Servicer, then the Master Servicer, and then the Holders of the Class R Certificates. For purposes of this Section
9.01, the Directing Certificateholder with the consent of the Holders of the Controlling Class, shall act on behalf of the
Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


 


Notice of any termination
pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,
each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions of Section 3.13(c)
(who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s Website in accordance with
the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01, to the other parties
hereto mailed (a) in the event such notice is given in connection with the purchase of all of the Mortgage Loans, the Trust Subordinate
Companion 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 Trust Subordinate Companion Loan REMIC Distribution Amounts, as applicable, and the amount
of any Yield Maintenance Charges distributable to the Regular Certificates pursuant to Section 4.01(i) to the Upper-Tier
REMIC Distribution Account, in each case pursuant to Section 3.04(b) and upon presentation and surrender of the Certificates
by the Certificateholders on the final Distribution Date, the Certificate Administrator shall distribute to each Certificateholder
so presenting and surrendering its Certificates (i) such Certificateholder’s Percentage Interest of that portion of the amounts
then on deposit in the Upper-Tier REMIC Distribution Account that are allocable to payments on the Class of Regular Certificates
so presented, (ii) to Holders of the Class V1-Z, Class V2-Z and Class Z Certificates so presented, any amounts remaining on deposit
in the


 






     -497-


     


    

 


Excess Interest Distribution Account, and (iii) any remaining amount shall be distributed to the Class R Certificates in
respect of the Class UES-R Interest, Class STN-R Interest, Class LR Interest or the Class UR Interest, as applicable. Amounts transferred
from the Y&L Towers Companion Loan REMIC Distribution Account, the Standard Highline Companion Loan REMIC Distribution Account
and 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 Y&L Towers Companion Loan REMIC Regular Interests and the Class
UES-R Interest, the Standard Highline Companion Loan REMIC Regular Interests and the Class STN-R Interest or the Lower-Tier Regular
Interests and the Class LR Interest in accordance with Section 4.01(a), Section 4.01(b), Section 4.01(c),
Section 4.01(i), 4.01(g), and Section 4.01(i)(xvi). 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(l).


 


Section
9.02    Additional Termination Requirements. (a) In the event the Master Servicer or the Special Servicer purchases,
or the Holders of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans, the
Trust Subordinate Companion Loans and the Trust’s portion of each REO Property remaining in the Trust Fund as provided
in Section 9.01, or in the event Holders of the Y&L Towers Loan-Specific Certificates or the Standard Highline
Loan-Specific Certificates exchange their Certificates for the related Trust Subordinate Companion Loan, the Upper-Tier
REMIC, Lower-Tier REMIC, Y&L Towers Companion Loan REMIC or Standard Highline Companion Loan REMIC, as the case may be,
shall be terminated in accordance with the following additional requirements, which meet the definition of a “qualified
liquidation” in Section 860F(a)(4) of the Code:


 


(i)           the
Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing
of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’ final Tax Returns
pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)       
  during the 90-day liquidation period and at or prior to the time of the making of the final payment on the
Certificates, the Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs
to the Master Servicer, 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), in respect of the Class
UR Interest (in the case of the Upper-Tier REMIC) and in respect of the Class UES-R Interest (in the case of the Y&L Towers
Companion Loan REMIC) and in respect of the Class STN-R Interest (in the case of the Standard Highline Companion Loan 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.


 



     -498-


     


    

 





[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, the Trust Subordinate Companion Loan REMIC Regular Interests and the
Regular Interests are issued. For the purposes of the REMIC election in respect of the Upper-Tier REMIC, each Class of the
Regular Interests 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 Y&L Towers Trust Subordinate Companion Loan REMIC, the Y&L Towers Trust Subordinate Companion Loan REMIC Regular
Interests shall be designated as the “regular interests” and the Class UES-R Interest shall be designated as the
sole class of “residual interests” in the Y&L Towers Trust Subordinate Companion Loan REMIC. For purposes of
the REMIC election in respect of the Standard Highline Trust Subordinate Companion Loan REMIC, the Standard Highline Trust
Subordinate Companion Loan REMIC Regular Interests shall be designated as the “regular interests” and the Class
STN-R Interest shall be designated as the sole class of “residual interests” in the Standard Highline Trust
Subordinate Companion Loan REMIC. For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of
Lower-Tier Regular Interests shall be designated as a class of “regular interests” and the Class LR Interest
shall be designated as the sole class of “residual interests” in the Lower-Tier REMIC. None of the
Special Servicer, the Master Servicer or the Trustee shall permit the creation of any “interests” (within the
meaning of Section 860G of the Code) in any Trust REMIC other than the foregoing interests.


 


(b)            The
Closing Date is hereby designated as the “startup day” (the “Startup Day”) of each Trust REMIC within the
meaning of Section 860G(a)(9) of the Code.


 


(c)            The
Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or
accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans,
the Trust Subordinate Companion Loans and any REO Properties on deposit in the Collection Account as provided by Section 3.05(a)
unless such legal expenses and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith
or negligence. By their acceptance thereof, the Holders of the largest Percentage Interest of the Class R Certificates shall be
designated as the “tax matters person”, in the manner provided under Treasury Regulations Section 1.860F-4(d) and Treasury
Regulations Section 301.6231(a)(7)-1, and the “partnership representative”, within the meaning of Section 6223 of the
Code (to the extent such provision is


 






     -499-


     


    

 


applicable to the Trust REMICs) of each Trust REMIC. By their acceptance thereof, the Holders
of the largest Percentage Interest of the Class R Certificates hereby agree to irrevocably appoint the Certificate Administrator
as their agent to perform all of the duties of the “tax matters person” and “partnership representative”
for the Trust REMICs.


 


(d)            The
Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that
it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee
shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the Certificate
Administrator without any right of reimbursement therefor.


 


(e)            The
Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information
as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such information
or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service, in respect of each
Trust REMIC, Form 8811, within thirty (30) days after the Closing Date.


 


(f)             The
Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the Certificate
Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary to maintain
the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate Administrator
to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the Special Servicer
shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail to cause to be taken)
any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions,
if taken or not taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify as a REMIC or (ii) result in the
imposition of a tax upon any Trust REMIC or the Trust (including but not limited to the tax on “prohibited transactions”
as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code,
but not including the tax on “net income from foreclosure property”) (either such event, an “Adverse REMIC
Event”) unless the Certificate Administrator receives an Opinion of Counsel (at the expense of the party seeking to take
such action or, if such party fails to pay such expense, and the Certificate Administrator determines that taking such action is
in the best interest of the Trust and the Certificateholders, at the expense of the Trust, but in no event at the expense of the
Certificate Administrator or the Trustee) to the effect that the contemplated action will not, with respect to the Trust, any Trust
REMIC created hereunder, endanger such status or, unless the Certificate Administrator determines in its sole discretion to indemnify
the Trust against such tax, result in the imposition of such a tax (not including a tax on “net income from foreclosure property”).
The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to which the Certificate Administrator
has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse 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


 






     -500-


     


    

 


party seeking to take the action not expressly permitted by this Agreement, but in no event at the expense
of the Certificate Administrator or the Trustee. At all times as may be required by the Code, the Certificate Administrator will
to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of
the assets of each Trust REMIC as “qualified mortgages” as defined in Section 860G(a)(3) of the Code and “permitted
investments” as defined in Section 860G(a)(5) of the Code.


 


(g)            In
the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or
additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of
the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO Account
a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate
Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in
order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from the Collection Account
sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by any
Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at the expense of the Trust
(other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and
withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Administrator is
hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any “prohibited
transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to any Trust REMIC after the Startup
Day that is subject to tax under Section 860G(d) of the Code and use such income or amount, to the extent necessary, to pay such
prohibited transactions tax. To the extent that any such tax (other than any such tax paid in respect of “net income from
foreclosure property”) is paid to the Internal Revenue Service or applicable state or local tax authorities, the Certificate
Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of Class R Certificates (as
applicable) and shall distribute such retained amounts, (w) in the case of the Y&L Towers Trust Subordinate Companion Loan
REMIC Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Y&L Towers Realized Losses
arising therefrom and then to the Holders of the Class R Certificates in respect of the Class UES-R Interest respectively in the
manner specified in Section 4.01(c), (x) in the case of the Standard Highline Trust Subordinate Companion Loan REMIC Regular
Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Standard Highline Realized Losses arising therefrom
and then to the Holders of the Class R Certificates in respect of the Class STN-R Interest respectively in the manner specified
in Section 4.01(c), (y) 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 (z) 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) or Section 4.01(b), as applicable,
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


 






     -501-


     


    

 


Administrator, the Master Servicer or the Special Servicer
shall be responsible for any taxes imposed on any Trust REMIC except to the extent such taxes arise as a consequence of a breach
of their respective obligations under this Agreement which breach constitutes willful misconduct, bad faith, or negligence by such
party.


 


(h)            The
Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect
to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)             Following
the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any Trust REMIC
unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse REMIC
Event to occur.


 


(j)             Neither
the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will receive
a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other than “qualified
mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5)
of the Code.


 


(k)            Solely
for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” by which
(i) the Certificate Balance or Notional Amount of each Class of Regular Interests 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 and the Trust Subordinate Companion Loan REMIC Regular Interests
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 or Trust Subordinate Companion Loans (except in connection with (i) the default,
imminent default or foreclosure of a Mortgage Loan or Trust Subordinate Companion Loan, including but not limited to, the acquisition
or sale of a Mortgaged Property acquired by foreclosure or deed in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii)
the termination of the Trust pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans or Trust Subordinate
Companion Loans pursuant to Article II or Article III of this Agreement) or acquire any assets for the Trust or any Trust
REMIC or sell or dispose of any investments in the Collection Account or the REO Account for gain unless it has received an Opinion
of Counsel that such sale, disposition or substitution will not (a) affect adversely the status of any Trust REMIC as a REMIC or
(b) unless the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, has determined
in its sole discretion to indemnify the Trust against such tax, cause the Trust or any Trust REMIC to be subject to a tax on “prohibited
transactions” pursuant to the REMIC Provisions.


 


(m)           The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections


 






     -502-


     


    

 


allowed under the Code (i) to avoid the application of Section 6221 of the Code (or successor
provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225 of the Code (or successor provisions)
of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any Holder of Class R Certificate,
past or present. Each Holder of Class R Certificate agrees, by acquiring such Certificate, to any such elections.


 


Section
10.02   Use of Agents. (a) The Trustee shall execute all of its obligations and duties under this Article
X through its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this Article X either
directly or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations under
this Article X by virtue of the appointment of any such agents or attorneys.


 


(b)            The
Certificate Administrator may execute any of its obligations and duties under this Article X either directly or by or through agents
or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under this Article X by virtue
of the appointment of any such agents or attorneys.


 


Section
10.03   Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a)
The Depositor shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor
receives a request from the Certificate Administrator, all information, forms or data that the Certificate Administrator
reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including,
without limitation, the price, yield, Prepayment Assumptions and projected cash flow of the Certificates.


 


(b)            The
Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable notice
and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates or the
Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties hereunder.


 


Section
10.04  Appointment of REMIC Administrators. (a) The Certificate Administrator may appoint at the Certificate
Administrator’s expense, one or more REMIC Administrators, which shall be authorized to act on behalf of the
Certificate Administrator in performing the functions set forth in Section 10.01 herein. The Certificate Administrator
shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument in which REMIC
Administrator shall agree to act in such capacity, with the obligations and responsibilities herein. The appointment of a
REMIC Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder, and the
Certificate Administrator shall remain responsible and liable for all acts and omissions of the REMIC Administrator. Each
REMIC Administrator must be acceptable to the Certificate Administrator and must be organized and doing business under the
laws of the United States of America or of any State and be subject to supervision or examination by federal or state
authorities. In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator, the
Certificate Administrator hereby agrees to act in such capacity in accordance with the terms 


 






     -503-


     


    

 


hereof. If Wells Fargo
Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be
terminated as REMIC Administrator.


 


(b)            Any
Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)            Any
REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to
the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate
Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail
notice of such appointment to all Certificateholders; provided, however, that no successor REMIC Administrator shall
be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon acceptance
of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder,
with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or liability for
any action taken by it as such at the direction of the Certificate Administrator.


 


[End of ARTICLE X]


 


Article
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section
11.01   Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article
XI of this Agreement is to facilitate compliance by the Depositor (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


 






     -504-


     


    

 


Regulation AB (to the extent such interpretations
require compliance and are not “grandfathered”). In connection with the CSAIL 2017-CX10 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX10, and any Other Securitization subject to Regulation AB
that includes a Serviced Companion Loan, each of the Master Servicer, the Special Servicer, the Operating Advisor, the
Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and the Certificate
Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization that
includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate
Administrator, and any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any
of its assignees or designees), any and all statements, reports, certifications, records and any other information (in its
possession or reasonably attainable) necessary in the reasonable good faith determination of the Depositor or such Other
Depositor, as applicable, to permit the Depositor or such Other Depositor, as applicable, to comply with the provisions of
Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Operating Advisor,
the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate Administrator, as applicable, and any
Sub-Servicer, or the servicing of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably
believed by the Depositor or the related Other Depositor to be necessary in order to effect such compliance. Each party to
this Agreement shall have a reasonable period of time to comply with any written request made under this Section
11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow
the Depositor and each Other Depositor to satisfy any related filing requirements. For purposes of this Article XI, to
the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such
party hereunder shall not be required to bring any legal action against such third party in connection with such
obligation.


 


Section
11.02  Succession; Subcontractors. (a) As a condition to the succession to the Master Servicer and the Special
Servicer or to any Sub-Servicer (but only if such Sub-Servicer is a Servicing Function Participant and a servicer as
contemplated by Item 1108(a)(2)) as servicer or sub-servicer under this Agreement by any Person (i) into which the Master
Servicer and the Special Servicer or such Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a
successor to the Master Servicer and the Special Servicer or to any such Sub-Servicer, the person removing and replacing the
Master Servicer and the Special Servicer shall provide to the Depositor, the Certificate Administrator and each Other
Depositor, as applicable, at least fifteen (15) calendar days prior to the effective date of such succession or appointment
(or such shorter period as is agreed to by the Depositor), (x) written notice to the Depositor, the Other Depositor and the
Other Certificate Administrator of such succession or appointment and (y) in writing and in form and substance reasonably
satisfactory to the Depositor, all information relating to such successor reasonably requested by the Depositor, the Other
Depositor and the Other Certificate Administrator in order to comply with its reporting obligation under Item 6.02 of Form
8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act); provided, however
that if disclosing such information prior to such effective date would violate any applicable law or confidentiality
agreement, the Master Servicer, the Special Servicer or any Additional Servicer, as the case may be, shall submit such
disclosure to the Depositor and the Other Depositor no later than the first Business Day after the effective date of such
succession or appointment.


 



     -505-


     


    

 





(b)            Each
of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor (subject to Section 3.26(p)),
the Asset Representations Reviewer and the Certificate Administrator (each of the Master Servicer, the Special Servicer, the Trustee,
the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator and each Sub-Servicer, for purposes
of this Section 11.02, a “Servicer”) is permitted to utilize one or more Subcontractors to perform certain
of its obligations hereunder. If such Subcontractor will be a Servicing Function Participant, such Servicer shall promptly upon
written request provide to the Depositor or any Mortgage Loan Seller (and any Other Trustee, Other Certificate Administrator and
Other Depositor related to any Other Securitization that includes a related Serviced Companion Loan) a written description (in
form and substance satisfactory to the Depositor, such Mortgage Loan Seller or such Other Trustee, Other Certificate Administrator
or Other Depositor, as applicable) of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the
identity of such Subcontractor and (ii) the elements of the Servicing Criteria that will be addressed in assessments of compliance
provided by each such Subcontractor. As a condition to the utilization by such Servicer of any Subcontractor determined to be a
Servicing Function Participant, such Servicer shall (i) with respect to any such Subcontractor engaged by such Servicer that is
an Initial Sub-Servicer, use commercially reasonable efforts to cause, and (ii) with respect to any other subcontractor with which
it has entered into a servicing relationship, cause such Subcontractor used by such Servicer for the benefit of the Depositor and
the Trustee (and any Other Trustee, Other Certificate Administrator and Other Depositor related to any Other Securitization that
includes a related Serviced Companion Loan) to comply with the provisions of Section 11.10 and Section 11.11 of this
Agreement to the same extent as if such Subcontractor were such Servicer. With respect to any Servicing Function Participant engaged
by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible for using commercially reasonable efforts
to obtain, and with respect to each other Servicing Function Participant engaged by such Servicer, such Servicer shall obtain from
each such Servicing Function Participant and deliver to the applicable Persons any assessment of compliance report and related
accountant’s attestation required to be delivered by such Subcontractor under Section 11.10 and Section 11.11,
in each case, as and when required to be delivered. For the avoidance of doubt, the Custodian shall not be permitted to utilize
any Subcontractor to perform any of its obligations hereunder.


 


(c)            Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance of
any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii)
or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB,
then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer
shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator of any such Sub-Servicer
and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective
until fifteen (15) days after such written notice is received by the Depositor and the Certificate Administrator (or such shorter
period as is agreed to by the Depositor). Such notice shall contain all information reasonably necessary to enable the Certificate
Administrator to accurately and timely report the event under Item 6.02 of Form 8-K


 






     -506-


     


    

 


pursuant to the Exchange Act (if such reports
under the Exchange Act are required to be filed under the Exchange Act).


 


(d)            In
connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged or consolidated,
or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to the Depositor, the Certificate
Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar days prior to the effective date of such
succession or appointment (or if such prior notice is violative of applicable law or any applicable confidentiality agreement,
no later than one (1) Business Day after such effective date of succession) and shall furnish to the Depositor and the Certificate
Administrator, in writing and in form and substance reasonably satisfactory to the Depositor and the Certificate Administrator,
all information reasonably 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 (and/or
any Trust Subordinate Companion Loan) that is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related
to Regulation AB, the Master Servicer shall not have any obligation other than to use commercially reasonable efforts to cause
such Sub-Servicer to comply with its obligations under such Initial Sub-Servicing Agreement.


 


(f)             Any
information furnished pursuant to this Section 11.02 shall also be provided to each Other Depositor and each Other Certificate
Administrator (to the extent the information relates to a party that services, specially services or is trustee for a Serviced
Companion Loan) in the same time frame as set forth in this Section 11.02.


 


Section
11.03   Filing Obligations. (a) The Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in
connection with the satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections
11.04, 11.05, 11.06 and 11.07 of this Agreement, the Certificate Administrator shall prepare for
execution by the Depositor any Forms 8-K, 10-D, ABS-EE and 10-K required by the Exchange Act, in order to permit the timely
filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering, Analysis
and Retrieval (“EDGAR”) system) such Forms executed by the Depositor.


 


Each party hereto shall
be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”,
credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself
or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.


 


(b)       In
the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form
8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information was either not delivered
to it


 






     -507-


     


    

  


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. In the event that any previously filed
Form 8-K, Form 10-D, Form ABS-EE or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor, and
such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary
Form 8-K/A, Form 10-D/A, Form ABS-EE/A or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE
or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by
the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation and filing of Form
15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent upon the parties observing all
applicable deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06,
11.07, 11.08, 11.09, 11.10 and 11.11 of this Agreement. The Certificate Administrator shall
have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange
for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K,
where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information
from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Form
8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


Section
11.04   Form 10-D and Form ABS-EE Filings. (a) Within fifteen (15) days after each Distribution Date (subject to
permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any
Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator
shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition
to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D
Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB
to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have
no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such
reporting, direction and approval.


 


For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar
days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be
required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant,
with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be,
has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing parties, the form and substance of any


 






     -508-


     


    

 


Additional Form 10-D Disclosure, if applicable; provided
that information relating to any REO Account to be reported under “Item 8: Other Information” on Exhibit BB
shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date
on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure,
an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to the reporting of
REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the Depositor shall approve, as
to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information
delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com (or such
other e-mail address as the Certificate Administrator may instruct) or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.
Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by
the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties
any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the
Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to
this paragraph.


 


The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets
of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for,
a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form ABS-15G filed by the Depositor
and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer
and (iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer in the form of Exhibit
MM hereto for inclusion therein within the time period described in this Section 11.04, the balances of the REO Account
(to the extent the related information has been received from the Special Servicer within the time period specified in Section
11.04 hereof) and the Collection Account as of the related Distribution Date and as of the immediately preceding Distribution
Date, (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account and the Interest Reserve Account, in each
case as of the related Distribution Date and as of the immediately preceding Distribution Date and (v) incorporate the most recent
Form ABS-EE filing by reference (which such Form ABS-EE shall be filed on or prior to the filing of the applicable report on Form
10-D). The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement,
shall deliver such information as described in clause (i) and clause (ii) of this paragraph.


 


Form 10-D requires the
registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.”
The Depositor shall notify the Certificate Administrator in writing via cts.sec.notifications@wellsfargo.com, no later than the
5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions
should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing
and/or filing any such report.


 



     -509-


     


    

 





With respect to any Mortgage
Loan (and any Trust Subordinate Companion 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 (or the Trust Subordinate Companion Loan) and such Additional
Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan (or the Trust
Subordinate Companion Loan) and such Additional Debt or mezzanine debt, as applicable.


 


The Depositor hereby
directs the Certificate Administrator to include the following individual’s name and phone number on the cover of Forms 10-D
and ABS-EE for each reporting period: Name: Chuck Lee, Telephone: (212) 538-1807. The Certificate Administrator may rely without
further investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator
with a new individual’s name and phone number in writing.


 


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the
Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for such period in which
such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate Administrator’s
Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset Representations Reviewer.


 


To the extent the Certificate
Administrator receives a request from any Certificateholder or Certificate Owner to communicate with other Certificateholders or
Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include under Item 1B on the Form 10-D
relating to the reporting period in which such request was received a Special Notice regarding the request to communicate, and
such Special Notice is required to include the following and no more than the following: (a) the name of the Certificateholder
or Certificate Owner making the request, (b) the date the request was received, (c) a statement to the effect that the Certificate
Administrator has received such request, stating that such Certificateholder or Certificate Owner is interested in communicating
with other Certificateholders or Certificate Owners with regard to the possible exercise of rights under this Agreement, and (d)
a description of the method other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder
or Certificate Owner. Disclosure in substantially the following form shall be deemed to satisfy the requirements in the preceding
sentence: “On [date], the Certificate Administrator received from [name], a Certificateholder or Certificate Owner, a request
to communicate with other Certificateholders and Certificate Owners in the securitization transaction to which this report on Form
10-D relates (the “Securitization”). The requesting Certificateholder or Certificate Owner is interested in communicating
with other Certificateholders and Certificate Owners with regard to the possible exercise of rights under the pooling and servicing
agreement governing the Securitization. Other Certificateholders and Certificate Owners may contact the requesting Certificateholder
or Certificate Owner at [telephone number], [email address] and/or [mailing address].”


 



     -510-


     


    

 





(b)            After
preparing the Form 10-D and Form ABS-EE, the Certificate Administrator shall forward electronically copies of the Form 10-D and
Form ABS-EE to the Depositor for review no later than ten (10) calendar days after the related Distribution Date or, if the 10th
calendar day after the related Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2)
Business Days after receipt of such copies, but no later than the two (2) Business Days prior to the 15th calendar day after the
Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to or approval of such Form 10-D and Form ABS-EE, and a duly authorized officer of the Depositor shall sign the
Form 10-D and Form ABS-EE and return an electronic or fax copy of such signed Form 10-D and Form ABS-EE (with an original executed
hard copy to follow by overnight mail) to the Certificate Administrator. Alternatively, if the Certificate Administrator agrees
in its sole discretion, the Depositor may deliver to the Certificate Administrator manually signed copies of a power of attorney
meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act, and certified copies of a resolution of
the Depositor’s board of directors authorizing such power of attorney, each to be filed with each Form 10-D and each Form
ABS-EE, as applicable, in which case the Certificate Administrator shall sign such Forms 10-D and Forms ABS-EE, as applicable,
as attorney in fact for the Depositor. As provided in Section 11.04(c), the Certificate Administrator shall file such Form
ABS-EE, upon receipt of the Depositor’s signature thereof, prior to the filing of the related Form 10-D. If a Form 10-D or
Form ABS-EE cannot be filed on time or if a previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator
shall follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
shall make available on its Internet website a final executed copy of each Form 10-D or Form ABS-EE filed by the Certificate Administrator.
The signing party at the Depositor for any Form 10-D or Form ABS-EE can be contacted at Credit Suisse Commercial Mortgage Securities
Corp., 11 Madison Avenue, New York, New York 10010 Attention: Chuck Lee, fax number: (212) 322-0965, email: chuck.lee@credit-suisse.com,
with copies to: Credit Suisse, Commercial Real Estate & CMBS, One Madison Ave, 9th Floor, New York, New York 10010, Attention:
Sarah Nelson, fax number: (212) 743-2823, email: sarah.nelson@credit-suisse.com. The parties to this Agreement acknowledge that
the performance by the Certificate Administrator of its duties under this Section 11.04(b) and Section 11.04(c) related
to the timely preparation and filing of Form 10-D and Form ABS-EE, as applicable, is contingent upon such parties observing all
applicable deadlines in the performance of their duties under this Section 11.04(b) and Section 11.04(c). Neither
the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, or claim arising out of or
with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-D or such Form ABS-EE, respectively,
where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information
from any party to this Agreement needed to prepare, arrange for execution or file such Form 10-D or such Form ABS-EE, respectively,
not resulting from its own negligence, bad faith or willful misconduct.


 


(c)            Prior
to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate Administrator
shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange Act and the rules
and regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form ABS-EE required to
be filed with the Commission and incorporated by reference in either


 






     -511-


     


    

 


the preliminary Prospectus or the final Prospectus. The Certificate
Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule AL File received by the Certificate
Administrator pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent the Certificate Administrator receives any
Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section 3.12(d), the Certificate Administrator
shall file such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. The Certificate Administrator shall not be required
to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files. The Certificate Administrator shall
not be required to review, redact, reconcile, edit or verify the content, completeness or accuracy of the information contained
in any CREFC® Schedule AL File or Schedule AL Additional File. After preparing the Form ABS-EE, the Certificate Administrator
shall forward electronically a copy of such Form ABS-EE (together with the related CREFC® Schedule AL File and any Schedule
AL Additional File received by the Certificate Administrator in both XML format and tabular form) concurrently with the related
Form 10-D to the Depositor for review and approval. Any questions are to be directed to ssreports@wellsfargo.com (or such other
email address or phone number provided to the Certificate Administrator and Depositor by written notice from the Master Servicer).
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. 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 2018, 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,


 






     -512-


     


    

 


the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function
Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian
or Trustee, as described under Section 11.10; and


 


(B)     if
any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if such report on assessment of compliance
with servicing criteria described under Section 11.10 is not included as an exhibit to such Form 10-K, disclosure that such
report is not included and an explanation why such report is not included;


 


(iii)               (A)
the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant utilized
by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or the Trustee,
as described under Section 11.11; and


 


(B)     if
any registered public accounting firm attestation report described under Section 11.11 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such
report is not included; and


 


(iv)         a
certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a result
of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described
below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any disclosure or information in addition
to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall,
pursuant to the following paragraph be reported by the parties set forth on Exhibit CC to the Depositor and the Certificate
Administrator and approved by the Depositor and the Certificate Administrator will have no duty or liability for any failure hereunder
to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval. Information delivered
to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com (or such other
e-mail address as the Certificate Administrator may instruct) or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.


 


As set forth on Exhibit
CC hereto, no later than March 1 of each year that the Trust is subject to the Exchange Act reporting requirements,
commencing in March 2019, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate
Administrator and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be,
has actual knowledge, in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate
Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-K Disclosure, if
applicable, (ii) the


 






     -513-


     


    

 


parties listed on Exhibit CC hereto shall include with such Additional Form 10-K Disclosure, an
Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as
to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K.
Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance
by the parties listed on Exhibit CC of their duties under this paragraph or proactively solicit or procure from such
parties any Additional Form 10-K Disclosure information. The Depositor will be responsible for any reasonable expenses
incurred by the Trustee and the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on
Form 10-K pursuant to this paragraph.


 


Form 10-K requires the
registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.”
The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during
the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor
shall notify the Certificate Administrator in writing, no later than March 15th with respect to the filing of a report on Form
10-K, if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such
representations in preparing, executing and/or filing any such report.


 


(b)            After
preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for
review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days after receipt of such
copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization for the Depositor
shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to
follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed on time or if a previously
filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will make available on its Internet website a final executed
copy of each Form 10-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Credit Suisse
Commercial Mortgage Securities Corp., 11 Madison Avenue, New York, New York 10010 Attention: Chuck Lee, fax number: (212) 322-0965,
email: chuck.lee@credit-suisse.com, with copies to: Credit Suisse, Commercial Real Estate & CMBS, One Madison Ave, 9th Floor,
New York, New York 10010, Attention: Sarah Nelson, fax number: (212) 743-2823, email: sarah.nelson@credit-suisse.com. The parties
to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.05
related to the timely preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional
Servicer or Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines
in the performance of their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator shall
have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange
for execution and/or timely file such


 






     -514-


     


    

 


Form 10-K, where such failure results from the Certificate Administrator’s failure
to receive, on a timely basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing Function Participant
engaged by any such parties) needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence,
bad faith or willful misconduct.


 


(c)            Upon
written request from any Mortgage Loan Seller, 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 (or any Trust Subordinate Companion Loan), 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 2018, a certification in the form attached hereto as Exhibits Z-1, Z-2, Z-3, Z-4, Z-5, Z-6
or Z-7 (each, a “Performance Certification”), as applicable, on which the Certifying Person, the
entity for which the Certifying Person acts as an officer (if the Certifying Person is an individual), and such
entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification
Parties”) can reasonably rely. In addition, in the event that any Companion Loan (other than a Non-Serviced
Companion Loan) is deposited into this trust and deposited into a commercial mortgage securitization (an “Other
Securitization”) and the Reporting Servicer is provided with timely and complete contact information for the
parties to the other securitizations, each Reporting Servicer, upon not less than thirty (30) days prior written request,
shall provide to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization a
certification in form and substance similar to applicable


 






     -515-


     


    

 


Performance Certification (which shall address the matters
contained in the applicable Performance Certification, but solely with respect to the related Companion Loan) on which
Person, the entity for which the Person acts as an officer (if the Person is an individual), and such entity’s
officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Companion Loan, the Certificate
Administrator will use its reasonable efforts to procure a Sarbanes-Oxley Certification from the applicable
Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to a
Performance Certification. The senior officer in charge of securitization for the Depositor shall serve as the Certifying
Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance certificate (which
may be included as part of such other certifications being delivered by such Reporting Servicer) to enable the Certification
Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if applicable, (ii)
annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.10 and (iii)
accountant’s report provided pursuant to Section 11.11, and shall include a certification that each such annual
compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such
Reporting Servicer to enable such accountants to render the certificates provided for in Section 11.11. In the event
any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing
agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to the
Certifying Person pursuant to this Section 11.06 with respect to the period of time it was subject to this Agreement
or the applicable sub-servicing or primary servicing agreement, as the case may be. Each such Performance Certification shall
be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator,
any affected Other Depositor and Other Certificate Administration and such providing parties. Notwithstanding the foregoing,
nothing in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness or
completeness of any information provided to such Reporting Servicer by third parties (including a Significant Obligor,
but other than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify
information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s
responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than
that all fields of information called for in written reports prepared by such Reporting Servicer have been completed except
as they have been left blank on their face.


 


Notwithstanding anything
to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust for each Other
Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver any certification
under this Section 11.06 shall be obligated to do so.


 


Section 11.07   Form
8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event,
a “Reportable Event”), and if requested by the Depositor and to the extent it receives the Form 8-K Disclosure
Information described below, the Certificate Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required
by the Exchange Act and shall provide notice thereof to Form10K.Compliance@cwt.com, provided that the Depositor shall file
the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable
Event or that is otherwise required to be included on Form 8-K (“Form 8-K 


 



     -516-


     


    




 


Disclosure Information”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit
DD to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator
will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any
Form 8-K, absent such reporting, direction and approval.


 


As set forth on Exhibit
DD hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business,
New York City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit
DD hereto shall be required to provide to the Depositor and the Certificate Administrator, to the extent a Regulation AB Servicing
Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format agreed
upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K Disclosure Information, if applicable,
(ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K Disclosure Information, an Additional Disclosure
Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. Neither the Trustee nor the Certificate
Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit DD
of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information. The
Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection
with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. Information delivered to the Certificate
Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com or by facsimile to 410-715-2380, Attn:
CTS SEC Notifications.


 


After preparing the Form
8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than
noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after having
received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no later than the close
of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate Administrator in writing
(which may be furnished electronically) of any changes to or approval of such Form 8-K. No later than noon, New York City time,
on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor shall sign the Form 8-K and return
an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Certificate
Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Certificate Administrator
will follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will, make available on its Internet website a final executed copy of each Form 8-K filed by the Certificate Administrator. The
signing party at the Depositor can be contacted at Credit Suisse Commercial Mortgage Securities Corp., 11 Madison Avenue, New York,
New York 10010 Attention: Chuck Lee, fax number: (212) 322-0965, email: chuck.lee@credit-suisse.com, with copies to: Credit Suisse,
Commercial Real Estate & CMBS, One Madison Ave, 9th Floor, New York, New York 10010 Sarah Nelson, fax number: (212) 743-2823,
email: sarah.nelson@credit-suisse.com. The parties to this Agreement acknowledge that the


 






     -517-


     


    

 


performance by the Certificate Administrator
of its duties under this Section 11.07 related to the timely preparation and filing of Form 8-K is contingent upon such
parties observing all applicable deadlines in the performance of their duties under this Section 11.07. Neither the Trustee
nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect
to any failure to properly prepare, arrange for execution and/or timely file such Form 8-K, where such failure results from the
Certificate Administrator’s inability or failure to receive, on a timely basis, any information from the parties to this
Agreement needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful
misconduct.


 


The Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer and the Special
Servicer, as applicable, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged by such Master
Servicer or Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional Servicer to promptly
notify and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with respect
to the Mortgage Loans (or any Trust Subordinate Companion Loan) (other than a party to this Agreement) cause such Additional Servicer
to promptly notify) the Depositor and the Certificate Administrator, but in no event later than noon, New York City time, on the
2nd Business Day after its occurrence, of any Reportable Event applicable to such party to the extent a Regulation AB Servicing
Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding anything
to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other Securitization
is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K Disclosure
Information.


 


Any notice and/or information
furnished or required to be furnished pursuant to this Section 11.07 shall also be provided to each Other Depositor and
each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a party
that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth
in this Section 11.07.


 


Section
11.08   Form 15 Filing. On or prior to January 30th of the first year in which the Depositor shall provide notice to
the Certificate Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate
Administrator shall prepare and file a notification relating to the automatic suspension of reporting in respect of the Trust
under the Exchange Act (the “Form 15 Suspension Notification”) or any form necessary to be filed with the
Commission to suspend such reporting obligations. With respect to any reporting period occurring after the filing of such
form, the obligations of the parties to this Agreement under Section 11.04, Section 11.05 and Section
11.07 shall be suspended and reports or certifications due under Section 11.09, 11.10 and 11.11
shall not be due until April 15th of each year. The Certificate Administrator shall provide prompt notice to the Mortgage
Loan Sellers and all other parties hereto that such form has been filed. If, after the filing of a Form 15 Suspension
Notification, the Depositor shall provide notice to the Certificate Administrator that it is required to resume its Exchange
Act filings, the Certificate Administrator shall recommence


 






     -518-


     


    

 


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 or Trust Subordinate Companion Loan), the Custodian, the Trustee
(provided, however, that the Trustee shall not be required to deliver an assessment of compliance with respect
to any period during which there was no Relevant Servicing Criteria applicable to it) and the Certificate Administrator
(each, a “Certifying Servicer”) shall (and each such party shall (i) with respect to each Additional
Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer, cause (or in the case of a sub-servicer that is
also a Servicing Function Participant that a Mortgage Loan Seller requires the Master Servicer to retain, to use commercially
reasonable efforts to cause) such Additional Servicer to deliver to and (ii) with respect to each other Additional Servicer
with which it has entered into a servicing relationship with respect to the Mortgage Loans (or any Trust Subordinate
Companion Loan), cause such Additional Servicer to deliver to), on or before March 1st of each year, commencing in
March 2018, deliver to the Trustee, the Certificate Administrator (which copy shall be deemed furnished by the Certificate
Administrator when made available on its Internet website), the Depositor and the 17g-5 Information Provider (who shall post
to the 17g-5 Information Provider’s Website), an Officer’s Certificate, in the form attached hereto as Exhibit
HH (or such other form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer
thereof, that (A) a review of such Certifying Servicer’s activities during a reporting period consisting of the
preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the
applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under
such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such
Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or
primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such reporting period,
or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to
such officer and the nature and status thereof. Such Officer’s Certificate shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Each
Certifying Servicer shall (i) with respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial
Sub-Servicer, cause (or, in the case of a sub-servicer that a Mortgage Loan Seller requires the Master Servicer to retain, to
use commercially reasonable efforts to cause) such Additional Servicer, and (ii) with respect to each other Additional
Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans (or any Trust Subordinate
Companion Loan), cause such Additional Servicer to forward a copy of each such statement (or, in the case of the Certificate
Administrator, make a copy of each such statement available on its Internet website) to the Directing Certificateholder
(prior to the occurrence of a Consultation Termination Event) and the 17g-5 Information Provider. With respect to any
Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such Officer’s
Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form
and substance similar to the form attached hereto as Exhibit HH. Promptly after receipt of each such
Officer’s Certificate, the Depositor may review each such Officer’s Certificate and, if applicable, consult


 






     -519-


     


    

 


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 or
Trust Subordinate Companion 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 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.


 


In the event the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of
this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with respect to an
Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any applicable servicing
agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect to any other Additional
Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer
to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the period of time that the
Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator was subject to this Agreement or the period
of time that such Additional Servicer was subject to such other servicing agreement.


 


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 2018, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer
has commenced special servicing of the Mortgage Loans or the Trust Subordinate Companion Loans), the Trustee
(provided, however, that the Trustee shall not be required to deliver an assessment of compliance with respect
to any period during which there was no relevant servicing criteria applicable to it), the Custodian, the Operating Advisor,
the Certificate Administrator and each Additional Servicer, each at its own expense, shall furnish (and each such party shall
(i) with respect to each Initial Sub-Servicer engaged by such Master Servicer, Special Servicer, Trustee, Operating Advisor,
Custodian or Certificate Administrator that is a Servicing Function Participant, use commercially reasonable efforts to cause
such Servicing Function Participant to furnish and (ii) with respect to each other Servicing Function Participant with which
it has entered into a servicing relationship with respect to the Mortgage Loans (or any Trust Subordinate Companion


 






     -520-


     


    

 


Loan),
cause such Servicing Function Participant to furnish) to the Trustee, the Certificate Administrator, the Depositor (which
copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with
respect to the Special Servicer, also to the Operating Advisor), and the 17g-5 Information Provider, a report substantially
in the form of Exhibit II or such other form provided by such Reporting Servicer that complies in all material
respects with the requirements of Item 1122 of Regulation AB, on an assessment of compliance with the Servicing
Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing
compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing
Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of
compliance with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered by the
Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of
noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and
(D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s
assessment of compliance with the Relevant Servicing Criteria as of and for such period. With respect to any Non-Serviced
Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable
Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the
form attached hereto as Exhibit II. Such report shall be provided in EDGAR-Compatible Format, or in such other format
agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.


 


Each such report shall
be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing
Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on the Closing
Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable, consult with
each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria applicable
to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate
Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each party as set
forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor or any Servicing Function Participant shall be required to cause the delivery
of any such assessments until April 15th in any given year 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 of the trust for any Other Securitization for the preceding calendar year.


 


Notwithstanding the foregoing,
at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may
provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined Relevant
Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)            The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such party


 






     -521-


     


    

 


and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 


(c)            No
later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special Servicer
shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer
engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer,
and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller
as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG, and
each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the report
on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
will also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing Function
Participant engaged by it.


 


In the event the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated
or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function
Participant engaged by it to provide (and each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial
Sub-Servicer engaged by such Master Servicer or Special Servicer that is an Additional Servicer that resigns or is terminated under
any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii) with respect to any other
Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide)
an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation as required in Section
11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor,
the Custodian or the Certificate Administrator was subject to this Agreement or the period of time that the Additional Servicer
was subject to such other servicing agreement.


 


(d)            The
Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination Event,
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.






     -522-


     


    

 






 


Section 11.11     Annual
Independent Public Accountants’ Attestation Report.   On or before March 1st of each year, commencing
in March 2018, the Master Servicer, the Special Servicer, the Trustee (provided, however, that the Trustee shall
not be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing
Criteria applicable to it), the Custodian, the Operating Advisor and the Certificate Administrator, each at its own expense, shall
cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such Master Servicer, Special Servicer,
Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function Participant use commercially reasonable efforts
to cause such Servicing Function Participant to cause and (ii) with respect to each other Servicing Function Participant with
which it has entered into a servicing relationship with respect to the Mortgage Loans (or any Trust Subordinate Companion Loan),
cause such Servicing Function Participant to cause) a registered public accounting firm (which may also render other services
to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor
or the applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute of Certified
Public Accountants to furnish a report to the Trustee, the Certificate Administrator (who will promptly post such report on the
Certificate Administrator’s Website pursuant to Section 3.13(b)) and the Depositor, the 17g-5 Information Provider
and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder, and, promptly,
but not earlier than the second Business Day following the delivery of such report to the 17g-5 Information Provider, to the Rating
Agencies, to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting
Servicer, which includes an assertion that such Reporting Servicer has complied with the Relevant Servicing Criteria applicable
to it and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements
issued or adopted by the PCAOB, it is issuing an opinion as to whether such Reporting Servicer’s assessment of compliance
with the Relevant Servicing Criteria applicable to it was fairly stated in all material respects. In the event that an overall
opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such
an opinion. Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g)
of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain
restricted use language. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable
efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee. Copies of such statement will be provided by the Certificate Administrator in accordance with Section 3.13(b).
Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate
Administrator and the providing parties.


 


Promptly after receipt
of such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult with the
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator as to
the nature of any defaults by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian, the
Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing relationship with respect
to the Mortgage Loans (or any Trust Subordinate Companion Loan), as


 



     -523-


     


    

 


the case may be, in the fulfillment of any of the Master Servicer’s,
the Special Servicer’s, the Trustee’s, the Certificate Administrator’s, the Operating Advisor’s, the Custodian’s
or the applicable Servicing Function Participants’ obligations hereunder or under the applicable sub servicing or primary
servicing agreement, and (ii) the Certificate Administrator shall confirm that each accountants’ attestation report submitted
pursuant to this Section 11.11 relates to an assessment of compliance meeting the requirements of Section 11.10 and
notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Custodian nor any Additional Servicer shall be required to deliver, or shall be required to cause the
delivery of such reports until April 15th in any given year so long as it has received written confirmation from the Depositor
that a Form 10-K is not required to be filed with respect to the Trust for the preceding fiscal year.


 


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     Certain
Matters Regarding Significant Obligors.  As of the Closing Date, with respect to the Trust, there is no “significant
obligor” within the meaning of Item 1101(k) of Regulation AB (“Significant Obligor”).


 


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 (or any Trust Subordinate Companion Loan), 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


 



     -524-


     


    

 


assessment of compliance with
the servicing criteria or attestation reports pursuant to the applicable sub-servicing or primary servicing agreement, (b) negligence,
bad faith or willful misconduct on its part in the performance of such obligations, (c) any failure by it, as a Servicer (as defined
in Section 11.02(b)) to identify a Servicing Function Participant pursuant to Section 11.02(c), or (d) delivery of
any Deficient Exchange Act Deliverable.


 


In addition, each of
the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator, the Asset Representations
Reviewer and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it
to cooperate under the applicable Sub-Servicing Agreement) with the Depositor and each Other Depositor as necessary for the Depositor
or such Other Depositor, as 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


 



     -525-


     


    

 


to notify the Commission or its staff of such authorization. The Depositor or any Other Depositor
and the Affected Reporting Party shall cooperate and coordinate with one another with respect to any requests made to the Commission
or its staff for extension of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses
incurred by the Depositor or any Other Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor
or any Other Depositor, as the case may be) in connection with the foregoing (other than those costs and expenses required to be
at the Depositor’s expense as set forth above) and any amendments to any reports filed with the Commission or its staff related
thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from the Depositor
or any Other Depositor, as the case may be. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian,
the Certificate 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 (or any Trust Subordinate Companion Loan), 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 (or any Trust Subordinate Companion Loan) 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


 



     -526-


     


    

 


such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25), or the consent of any Certificateholder, notwithstanding anything
to the contrary contained in this Agreement; provided that the reports and certificates required to be prepared pursuant
to Sections 3.13, 11.09, 11.10 and 11.11 shall not be eliminated without Rating Agency Confirmation
with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, without a confirmation of the rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


Section 11.15     Regulation
AB Notices.   Any notice, report or certificate required to be delivered by any of the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the
Trustee, as the case may be, to the Depositor pursuant to this Article XI may be delivered via fax, notwithstanding the
provisions of Section 13.05, to Credit Suisse Commercial Mortgage Securities Corp., 11 Madison Avenue, New York, New York
10010 Attention: Chuck Lee, fax number: (212) 322-0965, email: chuck.lee@credit-suisse.com, with copies to: Credit Suisse, Commercial
Real Estate & CMBS, One Madison Ave, 9th Floor, New York, New York 10010 Sarah Nelson, fax number: (212) 743-2823, email:
sarah.nelson@credit-suisse.com.


 


Section 11.16     Certain
Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans.  (a) Each of the
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special
Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced Pari Passu
Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage Loan
Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted
transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required to comply with Regulation AB
(a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to comply with Regulation
AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller
reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(3), (c)(4) and (c)(5) of Item 1108
of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide such other information as may be reasonably
necessary to comply with the requirements of Regulation AB. Each of the Trustee, the Certificate Administrator, the Master Servicer
and the Special Servicer understands that such information may be included in the offering material related to a Regulation AB
Companion Loan Securitization and agrees to negotiate in good faith an agreement (subject to the final sentence of 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


 



     -527-


     


    

 


aspect of the Trustee’s duties or obligations under this Agreement), the Certificate
Administrator (where such information pertains to the Certificate Administrator individually and not to any specific aspect of
the Certificate Administrator’s duties or obligations under this Agreement), the Master Servicer (where such information
pertains to the Master Servicer individually and not to any specific aspect of the Master Servicer’s duties or obligations
under this Agreement) and the Special Servicer (where such information pertains to the Special Servicer individually and not to
any specific aspect of the Special Servicer’s duties or obligations under this Agreement), as applicable, to such depositor,
underwriters or Mortgage Loan Seller (or permitted transferee) as required by this clause (a). Notwithstanding the foregoing,
to the extent that the information provided by the Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer, as applicable, for inclusion in the offering materials related to such Regulation AB Companion Loan Securitization is
substantially and materially similar to the information provided by such party with respect to the offering materials related
to this transaction, subject to any required changes due to any amendments to Regulation AB or any changes in the interpretation
of Regulation AB, such party shall be deemed to be in compliance with this Section 11.16(a). Any indemnification agreement
executed by the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer in connection with the Regulation
AB Companion Loan Securitization shall be substantially similar to the related indemnification agreement executed in connection
with this Agreement. It shall be a condition precedent to any party’s obligations otherwise set forth above that the applicable
Mortgage Loan Seller (or permitted transferee) shall have (a) provided reasonable advance notice (and, in any event, not less
than ten (10) Business Days) of the exercise of its rights hereunder and (b) paid, or entered into reasonable agreement to cause
to be paid, the reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by such party in
reviewing and/or causing the delivery of any disclosure, opinion of counsel or indemnification agreement.


 


(b)          Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such parties (which request or notice may be given once
at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), cooperate with the
depositor, trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion Loan Securitization
in preparing each Form 10-D, Form ABS-EE and Form 10-K required to be filed by such Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or other applicable party for such Regulation AB Companion Loan Securitization
files a Form 15 Suspension Notification with respect to the related trust) and shall provide to such depositor, trustee, certificate
administrator or master servicer within the time period set forth in the Other Pooling and Servicing Agreement (so long as such
time period is no earlier than the time periods set forth herein) for such Regulation AB Companion Loan Securitization such information
relating to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator
and master servicer of the Regulation AB Companion Loan Securitization to comply with the reporting requirements of Regulation
AB and the Exchange Act; provided, however, that any parties to any Regulation AB Companion Loan Securitization shall
consult with the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer (and Master Servicer shall
consult with any sub-servicer appointed with respect to the related Serviced Whole Loan), and the Trustee, the


 



     -528-


     


    

 


Certificate Administrator,
such Master Servicer and the Special Servicer shall cooperate with such parties in respect of establishing the time periods for
preparation of the Form 10-D and Form ABS-EE reports in the documentation for such Regulation AB Companion Loan Securitization.
Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer,
as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party
in ARTICLE XI of this Agreement (other than this Section 11.16) with respect to the comparable timing, reporting
and attestation requirements contemplated in this Section 11.16(b) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.16(b).


 


(c)          Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use 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


 



     -529-


     


    

 


information as may be required pursuant to Item 1122(c) of Regulation AB. Notwithstanding
the foregoing, to the extent the Master Servicer or the Special Servicer, as the case may be, complies in all material respects
with the timing, reporting and attestation requirements imposed on such party in ARTICLE XI of this Agreement (other than
this Section 11.16) with respect to the comparable timing, reporting and attestation requirements contemplated in this Section
11.16(d) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with
the provisions of this Section 11.16(d).


 


(e)          On
or before March 1 of each year during which a Regulation AB Companion Loan Securitization is required to file an annual report
on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization is not required to file an annual
report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of the Trustee,
the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer
shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized
Companion Loan to, to the extent required pursuant to Item 1123 of Regulation AB, deliver, with respect to itself, to the trustee
or certificate administrator under the such Regulation AB Companion Loan Securitization, upon request or notice from such trustee
(which request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time
a filing is required), under such Regulation AB Companion Loan Securitization a servicer compliance statement signed by an authorized
officer of such Person that satisfies the requirements of Item 1123 of Regulation AB. Notwithstanding the foregoing, to the extent
the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material
respects with the timing, reporting and attestation requirements imposed on such party in ARTICLE XI of this Agreement (other
than this Section 11.16) with respect to the comparable timing, reporting and attestation requirements contemplated in this
Section 11.16(e) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance
with the provisions of this Section 11.16(e).


 


(f)           Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable efforts
to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to each such
parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor, sponsor(s),
trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless for any costs,
liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate administrator
or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting requirements to
the extent applicable set forth under Sections 11.16(b), (c), (d) or (e) above.


 


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


 



     -530-


     


    

 


such information, reports or certificates to any Person in order to comply with Regulation AB. Such information, reports
or certificates shall be provided to the Master Servicer or Special Servicer, as applicable, no later than two Business Days prior
to the date on which the Master Servicer or Special Servicer, as applicable, is required to deliver its comparable information,
reports, statements or certificates pursuant to this Section 11.16.


 


(g)          With
respect to any Mortgaged Property that secures a Serviced Companion Loan that the applicable Other Depositor has notified the Master
Servicer and the Special Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation
AB) (together with notification of the Relevant Distribution Date) with respect to an Other Securitization that includes such Serviced
Companion Loan, to the extent that the Master Servicer is in receipt of the updated financial statements of such “significant
obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year) from the Mortgagor 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


 



     -531-


     


    

 


Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain written evidence
of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related to any such “significant
obligor” (identified to it as such by the Other Depositor in accordance with the second preceding paragraph) to obtain the
required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or
Form 10-K, as applicable, is required to be filed by the Other Securitization, shall forward an Officer’s Certificate evidencing
its attempts to obtain this information to the certificate administrator and Other Depositor related to such Other Securitization.
This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office, as specified
in the related Other Pooling and Servicing Agreement.


 


(h)          [Reserved.]


 


Section 11.17     Impact
of Cure Period.   For the avoidance of doubt, neither the Master Servicer nor the Special Servicer shall be
subject to a Servicer Termination Event pursuant to clause (x) of the definition thereof prior to the expiration of the
grace period applicable to such party’s obligations under Article XI as provided for in such clause (x) nor
shall any such party be deemed to not be in compliance under this Agreement, during any grace period under this Article XI
as provided for in such clause (x); provided that if any such party fails to comply with the delivery requirements
of this Article XI by the expiration of any applicable grace period such failure shall constitute a Servicer Termination
Event. Neither the Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event pursuant to clause
(x) of the definition thereof prior to the expiration of the grace period applicable to such party’s obligations under
this Article XI as provided for in such clause (x) nor shall any such party be deemed to not be in compliance under
this Agreement, for failing to deliver any item required under this Article XI by the time required hereunder with respect
to any reporting period for which the Trust (or any trust in a related Other Securitization) is not required to file Exchange
Act reports.


 


[End of ARTICLE XI]


 


Article
XII



the asset representations reviewer


 


Section 12.01     Asset
Review.


 


(a)          On
or prior to each Distribution Date, based on either the CREFC® Delinquent Mortgage Loan Status Report or the CREFC®
Loan Periodic Update File, the Certificate Administrator shall determine if an Asset Review Trigger has occurred. If an Asset Review
Trigger is determined to have occurred, the Certificate Administrator shall promptly provide written notice to the Asset Representations
Reviewer and to all Pooled Certificateholders and each other party to this Agreement. Any notice required to be delivered to the
Pooled 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


 



     -532-


     


    

 


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 Pooled Certificateholders, the Certificate Administrator,
based on information provided to it by the Master Servicer, shall determine whether (1) any additional Mortgage Loan has become
a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) an Asset Review Trigger has ceased to exist,
and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2) and/or (3),
deliver written notice of such information (which may be via email) in the form of Exhibit SS within two (2) Business Days
to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.


 


If the Pooled Certificateholders
evidencing not less than 5% of the Pooled Voting Rights of the Certificates deliver to the Certificate Administrator, within 90
days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote
to commence an Asset Review (such written direction, the “Asset Review Vote Election”), then the Certificate
Administrator shall promptly provide written notice thereof to the Asset Representations Reviewer and to all Pooled Certificateholders
and conduct a solicitation of votes to authorize an Asset Review. Upon the affirmative vote to authorize an Asset Review of Holders
of Certificates evidencing at least a majority of an Asset Review Quorum within 150 days of receipt of the Asset Review Vote Election
(an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly provide written notice thereof
to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Holder, the Risk Retention Consultation
Party and the other Pooled Certificateholders (the “Asset Review Notice”). Upon receipt of an Asset Review Notice,
the Asset Representations Reviewer shall request access to the Secure Data Room by providing to the Certificate Administrator a
certification in the form attached hereto as Exhibit RR. Upon receipt of such certification, the Certificate Administrator
shall promptly (and in any case within two (2) Business Days after such receipt) grant the Asset Representations Reviewer access
to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following the
receipt of the Asset Review Vote Election, no Pooled Certificateholder may request a vote or cast a vote for an Asset Review and
the Asset Representations Reviewer shall not be required to review any Delinquent Loan unless and until (A) an additional Mortgage
Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) an additional Asset Review Trigger has occurred
as a result or otherwise is in effect, (C) the Certificate Administrator has timely received an Asset Review Vote Election after
the occurrence of the events described in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review
Vote has occurred within 150 days after the Asset Review Vote Election described in clause (C) in this sentence. After the
occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Pooled Certificateholder may make any additional
Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred
by the Certificate Administrator in connection with administering such vote will be paid as an expense of the Trust from the Collection
Account. The Certificate Administrator shall be entitled to administer any vote in connection with the foregoing through an agent.


 


(b)          (i)
If an Affirmative Asset Review Vote has occurred, the Certificate Administrator shall promptly provide written notice thereof to
all parties to this Agreement, the Underwriters, Sponsors, the Directing Holder, the Risk Retention Consultation Party and all
other Pooled Certificateholders. Upon receipt of an Asset Review Notice, the Custodian (with


 



     -533-


     


    

 


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 Specially Serviced Loans), in each case to the extent in such party’s
possession, shall promptly, but in no event later than ten (10) Business Days (except with respect to clause (7)) after
receipt of such notice from the Certificate Administrator, provide the following materials to the Asset Representations Reviewer
(collectively, with the Diligence Files, a copy of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement and
a copy of this Agreement posted to the Secure Data Room by the Certificate Administrator pursuant to Section 4.08 or to
the Certificate Administrator’s Website pursuant to Section 3.13(b), as applicable, the “Review Materials”):


 


(1)          a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 


(2)          a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the
Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)          a
copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


 


(4)          a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(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)          In
the event that, as part of an Asset Review of any Mortgage Loan, the Asset Representations Reviewer determines that it is missing
any documents or agreements that are required to be a part of the Review Materials for such Mortgage Loan or that were entered
into or delivered in connection with the origination or a modification of such Mortgage Loan and, in each case that are necessary
in connection with its completion of any such Asset Review, the Asset Representations Reviewer shall promptly, but in no event
later than ten (10) Business Days after receipt of the Review Materials, notify the Master Servicer (with respect to non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing


 



     -534-


     


    

 


documents and
agreements, and request the Master Servicer or the Special Servicer, as applicable, promptly, but in no event later than ten (10)
Business Days after receipt of such notification from the Asset Representations Reviewer, to deliver to the Asset Representations
Reviewer such missing documents and agreements to the extent in its possession. In the event any missing documents or agreements
are not provided by the Master Servicer or 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 hereof.


 


(iv)         Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Review Materials with respect to a Delinquent
Loan, the Asset Representations Reviewer, as an independent contractor, shall commence an Asset Review. The Asset Representations
Reviewer shall perform an Asset Review with respect to each representation and warranty made by the related Mortgage Loan Seller
with respect to such Delinquent Loan in accordance with the Asset Review Standard and the procedures set forth on Exhibit QQ
(each such procedure, a “Test”). Once an Asset Review of a Mortgage Loan is completed, no further Asset Review
shall be required in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may continue to be
a Delinquent Loan or again become a Delinquent Loan at a time when a new Asset Review Trigger occurs and a new Affirmative Asset
Review Vote is obtained subsequent to the occurrence of such new Asset Review Trigger.


 


(v)          No
Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall not
be required to review any information other than (x) the Review Materials and (y) if applicable, Unsolicited Information.


 


(vi)         The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)        In
the event that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test and
such missing information and documentation is not delivered to the Asset Representations Reviewer by the Master Servicer (with
respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) to the extent in the
Master Servicer’s or the Special


 



     -535-


     


    

 


Servicer’s possession within 10 Business Days or by the related Mortgage Loan Seller
upon request by the Asset Representations Reviewer shall list such missing information and documents in a preliminary report setting
forth the preliminary results of the application of the Tests and the reasons why such missing information and documents are necessary
to complete a Test and (if the Asset Representations Reviewer has so concluded) that the absence of such information and documents
will be deemed to be a failure of such Test. The Asset Representations Reviewer shall provide such preliminary report to the Master
Servicer (with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) and
the related Mortgage Loan Seller. If the preliminary report indicates that any of the representations and warranties fails or is
deemed to fail any Test, the related Mortgage Loan Seller shall have ninety (90) days (the “Cure/Contest Period”)
to remedy or otherwise refute the failure. Any information and documents provided or explanations given to support the Mortgage
Loan Seller’s claim that the representation and warranty has not failed a Test or that any missing information or documents
in the Review Materials are not required to complete a Test shall be promptly delivered by the related Mortgage Loan Seller to
the Asset Representations Reviewer. For the avoidance of doubt, the Asset Representations Reviewer shall not be required to prepare
a preliminary report in the event the Asset Representations Reviewer determines that there is no Test failure with respect to the
related Mortgage Loan.


 


(viii)       The
Asset Representations Reviewer shall, within the later of (x) 60 days after the date on which access to the Diligence Files in
the Secure Data Room is made available to the Asset Representations Reviewer by the Certificate Administrator or (y) 10 days after
the expiration of the Cure/Contest Period, complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report
setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined there
is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this Agreement and the related Mortgage Loan Seller for each Delinquent Loan, and (ii) a summary of the Asset
Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset Review Report Summary”)
to the Trustee and Certificate Administrator. The period of time by which the Asset Review Report must be completed and delivered
may be extended by up to an additional thirty (30) days, upon written notice to the parties to this Agreement and the related Mortgage
Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset Review Standard that such additional time is
required due to the characteristics of the Mortgage Loans and/or the Mortgaged Property or Mortgaged Properties. In no event may
the Asset Representations Reviewer determine whether any Test failure constitutes a Material Defect, or whether the Trust should
enforce any rights it may have against the related Mortgage Loan Seller, which, in each such case, will be the responsibility of
the Enforcing Servicer.


 


(ix)          In
addition, in the event that the Asset Representations Reviewer does not receive any information or documentation that it requested
from the Master Servicer (with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced
Loans) or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete its Asset
Review and deliver an Asset Review


 



     -536-


     


    

 


Report, the Asset Representations Reviewer shall prepare the Asset Review Report solely based
on the information received by the Asset Representations Reviewer with respect to the related Delinquent Loan, and the Asset Representations
Reviewer shall have no responsibility to independently obtain any such information from any party to this Agreement.


 


(x)          Within
forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Special Servicer shall determine
whether at that time, based on the Servicing Standard, there exists a Material Defect with respect to such Mortgage Loan. If the
Special Servicer determines that a Material Defect exists, the Special Servicer shall enforce the obligations of the related Mortgage
Loan Seller with respect to such Material Defect in accordance with Section 2.03(b).


 


(xi)          For
the avoidance of doubt, the Asset Representations Reviewer shall not perform an Asset Review with respect to any Trust Subordinate
Companion Loan at any time.


 


(c)          The
Asset Representations Reviewer and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not disclose such Privileged Information to any Person (including Certificateholders), other than (1) to
the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to this Agreement
with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception.
Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice stating
that such information is Privileged Information shall not disclose such Privileged Information to any Person without the prior
written consent of the Special Servicer other than pursuant to a Privileged Information Exception.


 


(d)          The
Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that no agent
or subcontractor may (1) be affiliated with a Sponsor, Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have been paid any fees, compensation
or other remuneration by an Underwriter, Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the
Trustee, the Directing Certificateholder or any of their respective Affiliates in connection with due diligence or other services
with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Asset Representations
Reviewer shall remain obligated and primarily liable for any Asset Review required hereunder in accordance with the provisions
of this Agreement without diminution of such obligation or liability or related obligation or liability by virtue of such delegation
or arrangements or by virtue of indemnification from any Person acting as its agents or subcontractor to the same extent and under
the same terms and conditions as if the Asset Representations Reviewer alone were performing its obligations under this Agreement.
The Asset Representations Reviewer shall be entitled to enter into an agreement with any agent or subcontractor providing for indemnification
of the Asset Representations Reviewer by such agent or subcontractor, and nothing contained in this Agreement shall be deemed to
limit or modify such indemnification.


 






     -537-


     


    

 


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


 


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


 


Section 12.02      Payment
of Asset Representations Reviewer Fees and Expenses; Limitation of Liability. 


 


(a)          The
Asset Representations Reviewer shall be paid a fee of $5,000 (the “Asset Representations Reviewer Upfront Fee”)
on the Closing Date. As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid
a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect of each Mortgage
Loan (including any Non-Serviced Mortgage Loan but excluding any Companion Loan) and REO Mortgage Loan and shall be equal to the
product of a rate equal to 0.00047% per annum (the “Asset Representations Reviewer Fee Rate”) and the
Stated Principal Balance of the Mortgage Loans and any REO Loans and shall be calculated in the same manner as interest is calculated
on such Mortgage Loans and REO Loans.


 


(b)          As
compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and the Mortgage Loans
that are Delinquent Loans and are subject to an Asset Review (for purposes of this Section 12.02(b), “Subject Loans”),
upon the


 



     -538-


     


    

 


completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations Reviewer
shall be paid a fee equal to the sum of: (i) $15,000 multiplied by the number of Subject Loans, plus (ii) $1,500 per Mortgaged
Property relating to the Subject Loans in excess of one Mortgaged Property per Subject Loan, plus (iii) $2,000 per Mortgaged Property
relating to a Subject Loan subject to a ground lease, plus (iv) $1,000 per Mortgaged Property relating to a Subject Loan subject
to a franchise agreement, hotel management agreement or hotel license agreement, subject, in the case of each of clauses (i)
through (iv), to adjustments on the basis of the year-end Consumer Price Index for All Urban Consumers, or other similar
index if the Consumer Price Index for All Urban Consumers is no longer calculated, for the year of the Closing Date and for the
year of the occurrence of the Asset Review (the “Asset Representations Reviewer Asset Review Fee”). The Asset
Representations Reviewer Asset Review Fee with respect to each Delinquent Loan shall be paid, in the first instance, by the related
Mortgage Loan Seller within forty-five (45) days of receipt by the related Mortgage Loan Seller of a written invoice from the Asset
Representations Reviewer. If the related Mortgage Loan Seller (x) is insolvent or (y) fails to pay such amount upon completion
of any Asset Review and within 90 days of receiving an invoice from the asset representations reviewer, such fee shall be paid
by the Trust following delivery by the Asset Representations Reviewer of evidence reasonably satisfactory to the Master Servicer
or the Special Servicer, as applicable, of such insolvency or failure to pay such amount; provided, however, that
a statement of non-payment by the Asset Representations Reviewer ninety (90) days after an itemized invoice is delivered by registered
mail to the address listed in this Agreement for the related Mortgage Loan Seller, or to such other address as shall be provided
by such Mortgage Loan Seller for delivery of notice in accordance with this Agreement, together with evidence of delivery or attempted
delivery of such invoice and reasonable follow up by phone or email, shall constitute satisfactory evidence delivered by the Asset
Representations Reviewer of such failure to pay such amount. Notwithstanding any payment of such fee by the Trust to the Asset
Representations Reviewer, such fee will remain an obligation of the related Mortgage Loan Seller and the Special Servicer shall
reasonably pursue remedies against such Mortgage Loan Seller to recover any such amounts to the extent paid by the Trust and the
costs of doing so shall be a cost of the Trust. If the Asset Representations Reviewer Asset Review Fee is paid by the Trust pursuant
to clause (y) above, the Trust shall be entitled to interest on such Asset Representations Reviewer Asset Review Fee at
the advance rate from the related Mortgage Loan Seller and the Special Servicer shall be entitled to an additional fee equal to
40.0% of such Asset Representations Reviewer Asset Review Fee from the related Mortgage Loan Seller upon recovery of such amount),
pursuant to Section 5 of the related Mortgage Loan Purchase Agreement.


 


(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


 



     -539-


     


    

 


written notice thereof to the other parties to this Agreement and each Rating Agency. Upon
such notice of resignation, the Depositor shall promptly appoint a successor asset representations reviewer that is an Eligible
Asset Representations Reviewer. No resignation of the Asset Representations Reviewer shall be effective until a successor asset
representations reviewer that is an Eligible Asset Representations Reviewer has been appointed and accepted the appointment. If
no successor asset representations reviewer shall have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Asset Representations Reviewer may petition any court of competent jurisdiction
for the appointment of a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. The Asset
Representations Reviewer will bear all reasonable costs and expenses of each other party hereto and each Rating Agency in connection
with its resignation.


 


Section 12.04     Restrictions
of the Asset Representations Reviewer.   Neither the Asset Representations Reviewer nor any of its Affiliates
shall make any investment in any Class of Certificates; provided, however, that such prohibition shall not apply
to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments
by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement
from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from
gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining access
to such Affiliate’s information regarding its investment activities.


 


Section 12.05     Termination
of the Asset Representations Reviewer.  


 


(a)          An “Asset Representations
Reviewer Termination Event” means any one of the following events whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body:


 


(i)           any
failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of any of its representations or warranties under this Agreement, which failure shall continue unremedied
for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been
given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by the Holders
of Certificates having at least 25% of the Pooled Voting Rights of all then-outstanding Certificates; provided that if such
failure is capable of being cured and the Asset Representations Reviewer certifies to the other parties to this Agreement that
it is diligently pursuing such cure, such 30 day period shall be extended by an additional 30 days;


 


(ii)          any
failure by the Asset Representations Reviewer to perform in any material respect any of its obligations hereunder in accordance
with the Asset Review Standard which failure shall continue unremedied for a period of 30 days after the date of


 



     -540-


     


    

 


written notice
of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)         any
failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of 30 days after the date of written notice of such failure, requiring the same to be remedied, is given to the Asset
Representations Reviewer by any party to this Agreement;


 


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


 


(v)          the
Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of
or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


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


 


Upon receipt by the Certificate
Administrator (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 Pooled 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 Corresponding Certificates evidencing not less than 25% of the Pooled Voting
Rights of each Class of Pooled Regular Interests (other than the Class X Regular Interests) (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


 



     -541-


     


    

 


and each Sponsor shall
have the right, but not the obligation, to notify the Certificate Administrator and the Trustee of any Asset Representations Reviewer
Termination Event of which it becomes aware.


 


(b)          Upon
(i) the written direction of the Pooled Certificateholders evidencing not less than 25% of the Pooled 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 Pooled Certificateholders by (i) posting such notice on its internet website, and (ii)
mailing such notice to all Pooled Certificateholders at their addresses appearing in the Certificate Register and to the Asset
Representations Reviewer. Upon the written direction of the Pooled Certificateholders evidencing at least 75% of a Pooled 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. As between the Asset Representations Reviewer, on the one hand, and
the Pooled Certificateholders, on the other, the Pooled Certificateholders shall be entitled in their sole discretion to vote for
the termination or not vote for the termination of the Asset Representations Reviewer. In the event that the Pooled Certificateholders
entitled to at least 75% of a Pooled 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


 



     -542-


     


    

 


the Master Servicer, the
Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Holder of such disqualification
and immediately resign under Section 12.03 of this Agreement and the Trustee shall appoint a successor asset representations
reviewer subject to and in accordance with this Section 12.05. Notwithstanding the foregoing, if the Trustee is unable to
find a successor asset representations reviewer within 30 days of the termination of the Asset Representations Reviewer, the Depositor
shall be permitted to find a replacement. The Trustee shall not be liable for any failure to identify and appoint a successor asset
representations reviewer for so long as the Trustee uses commercially reasonable efforts to conduct a search for a successor asset
representations reviewer and such failure is not a result of the Trustee’s negligence, bad faith or willful misconduct in
the performance of its obligations hereunder.


 


(d)          Upon
any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the
Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator
(who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor, the Sponsors, the
Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Holder and each Rating
Agency. In the event that the Asset Representations Reviewer is terminated, all of its rights and obligations under this Agreement
shall terminate, other than any rights or obligations that accrued prior to the date of such termination (including the right to
receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events
occurring prior to such termination).


 


[End of ARTICLE XII]


 


Article
XIII



MISCELLANEOUS PROVISIONS


 


Section 13.01     Amendment.   (a)
This Agreement may be amended from time to time by the parties hereto, without the consent of any of the Certificateholders or
the Companion Holders:


 


(i)           to
correct any defect or ambiguity in this Agreement;


 


(ii)          to
cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement
or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any
error;


 


(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 (including, for the avoidance
of doubt, any Holder of a VRR Interest, a


 



     -543-


     


    

 


Y&L Towers VRR Interest or a Standard Highline VRR Interest), as evidenced in writing
by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)         to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust;
provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party
requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid
or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an VRR Interest, the Y&L Towers VRR
Interest or the Standard Highline VRR Interest), 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 (including,
for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest) or
any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(vii)        to
amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class of
Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be


 



     -544-


     


    

 


considered satisfied with respect to the Certificates pursuant
to Section 3.25); provided that such amendment or supplement shall not adversely affect in any material respect the
interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest
or a Standard Highline VRR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to
modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has
not occurred and is not continuing and, with respect to the Mortgage Loans other than any Excluded Loan as to the Directing Holder
or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of the Controlling Class, the Directing
Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or
the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25);


 


(ix)          to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment
shall not adversely affect in any material respects the interests of any Certificateholders (including, for the avoidance of doubt,
any Holders of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest), 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 in the event the Credit Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding the foregoing, no such
amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan


 



     -545-


     


    

 


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 (including, for the avoidance of doubt, any Holders of the VRR Interest, the Y&L Towers VRR Interest
or the Standard Highline VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders)
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 the Trust Subordinate Companion
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 or Holder of Loan-Specific Certificates, in any such case, 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
hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)          amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor Agreement, the
consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 






     -546-


     


    

 


(c)          Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the
Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment hereto without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder, that all
conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the
Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of the
Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to this Agreement may be made that changes
in any material adverse respect the rights of any Class of Loan-Specific Certificates without the consent of such Class and no
amendment to this Agreement may be made that changes any provisions specifically required to be included in this Agreement by the
Non-Serviced Intercreditor Agreement without the consent of the holder of the related Non-Serviced Companion Loan(s).


 


(d)          Promptly
after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate
Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same on
the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c), as applicable, and
thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment to each Certificateholder
and each Serviced Companion Noteholder, the Depositor, each Other Depositor, the Master Servicer, the Special Servicer, the Underwriters
and the Rating Agencies.


 


(e)          It
shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(f)           The
Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)          The
cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or Section 13.01(c) and the cost of any
amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if the Master Servicer,
the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and interests
of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a)
or Section 13.01(c) shall be payable out of the Collection Account.


 


(h)          The
Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to any
class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not


 



     -547-


     


    

 


result
in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25).


 


(i)           To
the extent the Operating Advisor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Asset
Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in connection with
executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection with entering
into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)           Notwithstanding
any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 13.01,
Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights
with respect to matters described above as they would if any other Person held such Certificates, so long as neither the Depositor
nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans or the Trust Subordinate Companion
Loans.


 


(k)          This
Agreement may not be amended without the consent of any holder of an AB Subordinate Companion Loan if such amendment would materially
and adversely affect the rights of such Companion Holder hereunder. With respect to any Serviced Whole Loan, in connection with
any amendment of this Agreement, the party requesting such amendment shall provide written notice (which may be by e-mail) of such
proposed amendment to each Other Depositor (and counsel thereto) and the Other Certificate Administrator of each Other Securitization
no later than three (3) Business Days prior to the date of effectiveness of such amendment, and, on the date of effectiveness of
such amendment to this Agreement, the Certificate Administrator shall provide a copy of such amendment in an EDGAR-compatible format
to each Other Depositor (and counsel thereto) and the Other Certificate Administrator of each Other Securitization.


 


Section 13.02     Recordation
of Agreement; Counterparts.  (a) To the extent permitted by applicable law, this Agreement is subject to recordation
in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any
or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by the Special Servicer
and with the consent of the Depositor (which may not be unreasonably withheld), but only upon direction accompanied by an Opinion
of Counsel (the cost of which shall be paid by the Depositor) to the effect that such recordation materially and beneficially
affects the interests of the Certificateholders.


 


(b)          For
the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts
shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in
Portable Document Format (PDF) or by


 



     -548-


     


    

 


facsimile transmission shall be as effective as delivery of a manually executed original counterpart
of this Agreement.


 


(c)          The
Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of the fact
of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


 


Section 13.03     Limitation
on Rights of Certificateholders.  (a) The death or incapacity of any Certificateholder shall not operate to terminate
this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting
or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.


 


(b)          No
Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.


 


(c)          Other
than with respect to any rights to deliver a Certificateholder Repurchase Request and exercise the rights described under Section
2.03(l) in this Agreement, no Certificateholder shall have any right by virtue of any provision of this Agreement to institute
any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement,
any Mortgage Loan or Trust Subordinate Companion Loan, or with respect to the Certificates, unless, with respect to any suit, action
or proceeding upon or under or with respect to this Agreement, such Holder previously shall have given to the Trustee and the Certificate
Administrator a written notice of default, and of the continuance thereof, as herein before provided, or of the need to institute
such suit, action or proceeding on behalf of the Trust and unless also (except in the case of a default by the Trustee) the Holders
of Certificates of any Class evidencing not less than 25% of the related Percentage Interests in such Class shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered
to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for sixty (60) days after its receipt of such notice, request and offer of such indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. The Trustee shall be under no obligation to exercise any
of the trusts or powers vested in it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto
at the request, order or direction of any of the Holders of Certificates unless such Holders have offered to the Trustee reasonable
security against the costs, expenses and liabilities which may be incurred therein or hereby. It is understood and intended, and
expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders
of Certificates shall have any right in any manner whatsoever by virtue of any provision of this Agreement or the Certificates
to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority
over or preference to any other such Holder, which priority or preference is not otherwise provided for herein, or to


 



     -549-


     


    

 


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:


 






     -550-


     


    

 


In the case of the Depositor:



Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee

Fax number: (212) 322-0965

Email: chuck.lee@credit-suisse.com


 


with a copy to:



Credit Suisse, Commercial Real Estate & CMBS

One Madison Ave, 9th Floor

New York, New York 10010

Attention: Sarah Nelson

Fax number: (212) 743-2823

Email: sarah.nelson@credit-suisse.com


 


In the case of the Master Servicer:



KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: keybank_notices@keybank.com


 


with a copy to:


 


Polsinelli


900 West 48th Street,
Suite 900


Kansas City, MO 64112


Attention: Kraig Kohring


Email: kkohring@polsinelli.com


 


In the case of the Special Servicer:


 


CWCapital Asset Management LLC

7501 Wisconsin Avenue

Bethesda, Maryland 20814

Attention: Brian Hanson (CSAIL 2017-CX10)

Facsimile number: (202) 715-9699

Email: CWCAMnoticesCSAIL2017-CX10@cwcapital.com


 






     -551-


     


    

 


with a copy to:



CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Legal Department


 


In the case of the Directing
Certificateholder:



Eightfold Real Estate Capital, L.P.

1111 Lincoln Road, Suite 802

Miami Beach, Florida 33139

Attention: Brian Tageson

Email: btageson@eightfoldcapital.com


 


In the case of the Risk Retention
Consultation Party:



Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Jerry Tang

Email: jerry.tang@natixis.com


 


In the case of the Certificate
Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – (CMBS)

CSAIL 2017-CX10


 


with a copy to:



Telecopy Number: (410) 715-2380



E Mail: cts.cmbs.bond.admin@wellsfargo.com, and to


trustadministrationgroup@wellsfargo.com, except as otherwise set forth herein


 


In the case of the Custodian:



Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group – CSAIL 2017-CX10

Email: CMBScustody@wellsfargo.com


 






     -552-


     


    

 


In the case of the Trustee:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – CSAIL 2017-CX10

with a copy to: cts.cmbs.bond.admin@wellsfargo.com, and to


trustadministrationgroup@wellsfargo.com


 


In the case of the Mortgage Loan
Sellers:



Column Financial, Inc.

11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: Dante La Rocca

Fax number: (646) 935-8520

Email: dante.larocca@credit-suisse.com


 


with a copy to:



Column Financial, Inc.

11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: Sarah Nelson, Esq.


 


and



Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Real Estate Administration

Facsimile No.: (212) 891-5777


 


with a copy by email to:



USCIBGlobalFinanceAssetManagementTeam@us.natixis.com


 


with a copy for all legal notices
to:



Natixis North America LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Margaret Lam

Email: legal.notices@us.natixis.com


 






     -553-


     


    

 


and



Benefit Street Partners CRE Finance LLC

142 West 57th Street, Suite 1201

New York, New York 10019

Attention: Micah Goodman and Tiffany Putman


 


with a copy to:



Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Jeffrey Rotblat


 


and



BSPRT Finance, LLC

142 West 57th Street, Suite 1201

New York, New York 10019

Attention: Micah Goodman and Tiffany Putman


 


with a copy to:



Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Jeffrey Rotblat


 


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



Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CSAIL 2017-CX10-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.


 






     -554-


     


    

 


(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.


 


Any notices to the Rating Agencies
shall be sent to the following addresses:



Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

E-mail: cmbssurveillance@kbra.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


 


S&P Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 


Morningstar Credit Ratings, LLC

220 Gibraltar Road, Suite 300

Horsham, Pennsylvania 19044

Attention: CMBS Surveillance

E-mail: cmbsratings@morningstar.com


 


Section 13.06     Severability
of Provisions.  If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be
for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability
of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 






     -555-


     


    

 


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 and the Trust Subordinate Companion 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 and the Trust Subordinate Companion
Loans, all principal and interest received or receivable with respect to the Mortgage Loans and the Trust Subordinate Companion
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 Trust Subordinate Companion Loans and (ii) this Agreement shall constitute a security agreement
under applicable law. The Depositor shall file or cause to be filed, as a precautionary filing, a UCC Financing Statement in all
appropriate locations 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.


 






     -556-


     


    

 


(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 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 or Trust Subordinate Companion Loan with respect to an assumption of the Mortgage
Loan or the Trust Subordinate Companion Loan or additional encumbrance described in Section 3.08;


 






     -557-


     


    

 


(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 or Trust Subordinate Companion 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 or Trust Subordinate Companion Loan;


 


(ix)         any
incurrence by a Mortgagor of additional debt; and


 


(x)          any
release or substitution of any Mortgaged Property.


 


(c)          The
Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change in the location
of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)       The
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to the 17g-5
Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), and thereafter
to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable to any
Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Trust Subordinate Companion
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 or Trust Subordinate Companion
Loan. The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, may include any
reasonable disclaimer it deems appropriate with respect to such information. Notwithstanding anything to the contrary herein, nothing
in this Section 13.10 shall require a party to provide duplicative notices or copies to the Rating Agencies with respect
to any of the above listed items. In connection with the delivery by the Master Servicer or the Special Servicer to the 17g-5 Information
Provider of any information, report, notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5
Information Provider shall notify the Master Servicer or the Special Servicer when such information, report, notice or document
has been posted. The Master Servicer or the Special Servicer, as the case may be, may, but shall not be obligated to send such
information, report, notice or document to the applicable Rating Agency so long as such information, report, notice or document
(i) was previously provided to the 17g-5 Information Provider or (ii) is simultaneously provided, by 2:00 p.m. (New York City time)
on any Business Day, to the 17g-5 Information Provider.


 


[End of ARTICLE XIII]


 






     -558-


     


    

 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 




     -559-


     


    

 


IN WITNESS WHEREOF, the
parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case
as of the day and year first above written.


 





	 	CREDIT SUISSE COMMERCIAL MORTGAGE SECURITIES CORP., Depositor
	 	 	 
	 	By:	/s/ Charles Y. Lee
	 	 	Name: Charles Y. Lee
	 	 	Title: President and Chief Executive Officer



 





	 	KEYBANK NATIONAL ASSOCIATION, Master Servicer
	 	 	 
	 	By:	/s/ Michael A. Tilden
	 	 	Name: Michael A. Tilden
	 	 	Title: Vice President


 





	 	CWCAPITAL ASSET MANAGEMENT LLC, Special Servicer
	 	 	 
	 	By:	/s/ Brian Hanson
	 	 	Name: Brian Hanson
	 	 	Title: Managing Director








 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, Certificate
    Administrator
	 	 	 
	 	By:	/s/ Stacey Gross
	 	 	Name: Stacey Gross
	 	 	Title: Vice President


 


CSAIL
2017-CX10 - POOLING AND SERVICING AGREEMENT






    


     


    

 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee
	 	 	 
	 	By:	/s/ Stacey Gross
	 	 	Name: Stacey Gross
	 	 	Title: Vice President


 





	 	Park Bridge Lender Services
LLC, Operating Advisor and Asset Representations Reviewer
	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company, its Sole Member
	 	 	 
	 	By:	Park Bridge Financial LLC, a New York limited liability company, its   Sole Member


 





	 	By:	/s/ Robert J. Spinna, Jr.
	 	 	Name: Robert J. Spinna, Jr.
	 	 	Title: Managing Member


 


CSAIL
2017-CX10 - POOLING AND SERVICING AGREEMENT






    


     


    

 



 


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









 


On
the  20th day of November, 2017, before me, a notary public in and for said State, personally appeared  Charles Lee 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  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]	DAVID S. TLUSTY
	 	NOTARY PUBLIC - STATE OF NEW YORK
	My commission expires:	NO. 02TL6313133
	 	QUALIFIED IN NEW YORK COUNTY
	 	My Commission Expires October 14, 2018





 


CSAIL
2017-CX10 - POOLING AND SERVICING AGREEMENT


 




    


     


    

 





	STATE OF KANSAS	)	 
	 	)    ss.:	 
	COUNTY OF JOHNSON	)	 





 


On
the  21st day of November, 2017, before me, a notary public in and for said State, personally appeared  Michael A.
Tilden known to me to be a  Vice President of KeyBank National Association, and also known to me to be the person who
executed it on behalf of such national banking association, and acknowledged to me that such  Michael A. Tilden executed the
within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.





	 	/s/ Janna Oliver
	 	Notary Public
	 	 
	[SEAL]	JANNA OLIVER
	 	My Appointment Expires
	My commission expires:	June 24, 2020
	 	 





 


CSAIL
2017-CX10 - POOLING AND SERVICING AGREEMENT


 




    


     


    

 





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





 


On
the  20th day of November, 2017, before me, a notary public in and for said State, personally appeared  Brian Hanson known
to me to be a  Managing Director of CWCapital Asset Management LLC, 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  limited liability company executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.





	 	/s/ Sheremee D. Griffin
	 	Notary Public
	 	 
	[SEAL]	SHEREMEE D. GRIFFIN
	 	NOTARY PUBLIC
	My commission expires:	MY COMMISSION EXPIRES 11/30/2018
	 	MONTGOMERY COUNTY, MD


 


CSAIL
2017-CX10 - POOLING AND SERVICING AGREEMENT


 




    


     


    

 





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





 


On
the  20th day of November, 2017, before me, a notary public in and for said State, personally appeared  Stacey Gross known
to me to be a  VP of Wells Fargo Bank, National Association, that executed the within instrument, and also known to me
to be the person who executed it on behalf of such national banking association, and acknowledged to me that such
 VP executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.





	 	/s/ Amy Martin
	 	Notary Public
	 	 
	[SEAL]	AMY MARTIN
	 	Notary Public - Maryland
	My commission expires:	Anne Arundel County
	 	My Commission Expires on February 22, 2021


 


CSAIL
2017-CX10 - POOLING AND SERVICING AGREEMENT


 




    


     


    

 





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





 


On
the  20th day of November, 2017, before me, a notary public in and for said State, personally appeared  Stacey Gross known
to me to be a  VP of Wells Fargo Bank, National Association, that executed the within instrument, and also known to me
to be the person who executed it on behalf of such national banking association, and acknowledged to me that such
 VP executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.





	 	/s/ Amy Martin
	 	Notary Public
	 	 
	[SEAL]	AMY MARTIN
	 	Notary Public - Maryland
	My commission expires:	Anne Arundel County
	 	My Commission Expires on February 22, 2021


 


CSAIL
2017-CX10 - POOLING AND SERVICING AGREEMENT


 




    


     


    

 





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


 


On
the  20th day of November, 2017, before me, the undersigned, a notary public in and for  the state of New York, duly
commissioned and sworn, personally appeared  Robert J. Spinna, Jr., to me known who, by me duly sworn, did depose and
acknowledge before me that he is a Managing Member of Park Bridge Financial LLC, which is the sole member of Park Bridge
Advisors LLC, which in turn is the sole member of Park Bridge Lender Services LLC, the entity described in and that  executed
the  foregoing instrument; and that he signed his name thereto under authority of said entity and on behalf of
such entity.


 


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





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


 


CSAIL
2017-CX10 - POOLING AND SERVICING AGREEMENT


 




    


     


    

 


 




 





EXHIBIT
A-1


 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, 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 RISK RETENTION CONSULTATION PARTY, 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 BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE


 





 



 




1 Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2 Global
Certificate legend. 







 






    A-1-1


     


    

 


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


 




    A-1-2


     


    

 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS A-1


 


	Pass-Through
    Rate:  [ ● ]%	 
	 	 
	First
    Distribution Date: December 15, 2017	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in November 2017 for that Mortgage Loan (or, in the case
    of any Mortgage Loan that has its first Due Date after November 2017, the date that would have been its Due Date in November
    2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate
    Initial Certificate Balance of the Class A-1 Certificates:  $14,888,000	 
	 	 


	CUSIP:
        12595J AA2

         
	Initial
    Certificate Balance of this Certificate: $[_______]
	ISIN:     US12595JAA25

    
	 
	Common
    Code: [ ● ]	 
	 	 
	No.:  A-1-1	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-1 Certificates. The Trust Fund,
described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily
properties and subordinate interests in two subordinate companion loans (the “Trust Subordinate Companion Loans”)
held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans and the Trust
Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder
of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision
of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.
Also issued under the Pooling and Servicing Agreement are the Class A-2, Class A-3, Class A-4, Class A-5, Class A-


 






    A-1-3


     


    

 


SB,
Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class
V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class UES-A, Class UES-B, Class UES-C,
Class UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class V1-UESA, Class V1-UESD, Class V2-UES, Class
V1-STNA, Class V1-STNC, Class V2-STN, Class R and Class Z Certificates (together with the Class A-1 Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital
Asset Management LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,”
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate
in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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.


 






    A-1-4


     


    

 


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(l) 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(l) 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) and
the Trust Subordinate Companion Loans, 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 and the Trust Subordinate Companion 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


 






    A-1-5


     


    

 


with
respect to the Mortgage Loans and the Trust Subordinate Companion 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 or Trust Subordinate Companion 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
Trust Subordinate Companion Loan REMIC Distribution Accounts, the Regular Interest Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest therein)
and any REO Account (to the extent of the Trust’s interest therein), including any reinvestment income, as applicable; (ix)
any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the
Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the Trust Subordinate Companion Loan REMIC 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).


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar,
and any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the
Trustee, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar,
or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the
Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the
contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations


 







    A-1-6


     


    




 


Reviewer, the Certificate Administrator and the Trustee, without the consent
of any of the Certificateholders or the Companion Holders:


 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest), as evidenced in writing
                                         by an Opinion of Counsel at the expense of the party requesting such amendment or as
                                         evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such
                                         amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline
                                         VRR Interest), 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



 






    A-1-7


     


    

 





		 	federal
                                         tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S.
                                         Tax Person;





 


		(vi)	to
                                         revise or add any other provisions with respect to matters or questions arising under
                                         the Pooling and Servicing Agreement or any other change; provided that the required
                                         action shall not adversely affect in any material respect the interests of any Certificateholder
                                         (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers
                                         VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu
                                         Companion Loan not consenting to such revision or addition, as evidenced in writing by
                                         an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
                                         by a Rating Agency Confirmation from each of the Rating Agencies with respect to such
                                         amendment or supplement and confirmation of the applicable rating agencies that such
                                         action will not result in the downgrade, withdrawal or qualification of its then-current
                                         ratings of any class of Serviced Companion Loan Securities, if any (provided that
                                         such rating agency confirmation may be considered satisfied in the same manner as any
                                         Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest) not consenting to
                                         such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to
                                         modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement
                                         (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
                                         Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
                                         Control Termination Event has not occurred and is not continuing and, with respect to
                                         any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, in the
                                         case of the Directing Certificateholder, the Holder of a majority of the Controlling
                                         Class, the Directing Holder, determine that the commercial mortgage backed securities
                                         industry



 






    A-1-8


     


    

 





		 	standard
                                         for such provisions has changed, in order to conform to such industry standard, (b) such
                                         modification does not adversely affect the status of any Trust REMIC as a REMIC or the
                                         status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
                                         as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating
                                         Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
                                         the applicable rating agencies have delivered a confirmation that such action will not
                                         result in the downgrade, withdrawal or qualification of its then-current ratings (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders (including, for
                                         the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest
                                         or a Standard Highline VRR Interest), as evidenced by (x) an Opinion of Counsel
                                         or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
                                         each Rating Agency rating such Certificates; and provided, further, that
                                         the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information
                                         Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
                                         3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall
                                         post such notice to the Certificate Administrator’s Website;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 






    A-1-9


     


    

 


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 (including, for the avoidance of doubt, any Holders of the VRR Interest,
the Y&L Towers VRR Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect
the rights of such Certificateholders) 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 the Trust Subordinate Companion 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 or Holder of Loan-Specific Certificates, in any such case, without the consent
                                         of the Holders of all Certificates of such Class then-outstanding or such Companion Holders,
                                         as applicable; or



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary under the
                                         Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any Serviced Companion Loan Securities, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the related Intercreditor Agreement, the consent of the holder of any AB Subordinate
                                         Companion Loan for each Serviced AB Whole Loan.



 






    A-1-10


     


    

 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate
Companion Loans 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, the Trust Subordinate Companion 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 (solely for the purposes
of this calculation, if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still
an asset of the Trust, then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of
Mortgage Loans and Trust Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans
and Trust Subordinate Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms
of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the


 






    A-1-11


     


    

 


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,
the Mortgage Loans or the Trust Subordinate Companion Loans.


 




    A-1-12


     


    

 


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:
November [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-1 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
November [__], 2017





	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION,

                    not in its individual capacity but solely as Authenticating Agent
 



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 




    A-1-13


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class 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-1-14


     


    

 


DISTRIBUTION
INSTRUCTIONS


 





The Assignee(s)
should include the following for purposes of distribution:


 




Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 





	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






  







    A-1-15


     


    

 


EXHIBIT
A-2


 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, 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 RISK RETENTION CONSULTATION PARTY, 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 BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE


 


 



 



1 Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2 Global
Certificate legend. 


 






    A-2-1


     


    

 


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


 




    A-2-2


     


    

 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS A-2


 


	Pass-Through
    Rate:  [ ● ]%	 
	 	 
	First
    Distribution Date: December 15, 2017	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in November 2017 for that Mortgage Loan (or, in the case
    of any Mortgage Loan that has its first Due Date after November 2017, the date that would have been its Due Date in November
    2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate
    Initial Certificate Balance of the Class A-2 Certificates:  $81,680,000	 
	 	 


	CUSIP:  12595J
        AC8

         
	Initial
    Certificate Balance of this Certificate: $[_____]
	ISIN:
        US12595JAC80


         
	 
	Common
    Code: [ ● ]	 
	 	 
	No.:  A-2-1	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-2 Certificates. The Trust Fund,
described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily
properties and subordinate interests in two subordinate companion loans (the “Trust Subordinate Companion Loans”)
held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans and the Trust
Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder
of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision
of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.
Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-3, Class A-4, Class A-5, Class A-


 






    A-2-3


     


    

 


SB,
Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class
V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class UES-A, Class UES-B, Class UES-C,
Class UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class V1-UESA, Class V1-UESD, Class V2-UES, Class
V1-STNA, Class V1-STNC, Class V2-STN, Class R and Class Z Certificates (together with the Class A-2 Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital
Asset Management LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,”
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate
in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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.


 






    A-2-4


     


    

 


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(l) 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(l) 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) and
the Trust Subordinate Companion Loans, 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 and the Trust Subordinate Companion 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


 






    A-2-5


     


    

 


with
respect to the Mortgage Loans and the Trust Subordinate Companion 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 or Trust Subordinate Companion 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
Trust Subordinate Companion Loan REMIC Distribution Accounts, the Regular Interest Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest therein)
and any REO Account (to the extent of the Trust’s interest therein), including any reinvestment income, as applicable; (ix)
any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the
Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the Trust Subordinate Companion Loan REMIC 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).


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent
of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes
whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar
shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations


 






    A-2-6


     


    

 


Reviewer,
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or the Companion Holders:


 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest), as evidenced in writing
                                         by an Opinion of Counsel at the expense of the party requesting such amendment or as
                                         evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such
                                         amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline
                                         VRR Interest), 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



 






    A-2-7


     


    

 





		 	federal
                                         tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S.
                                         Tax Person;


 


		(vi)	to
                                         revise or add any other provisions with respect to matters or questions arising under
                                         the Pooling and Servicing Agreement or any other change; provided that the required
                                         action shall not adversely affect in any material respect the interests of any Certificateholder
                                         (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers
                                         VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu
                                         Companion Loan not consenting to such revision or addition, as evidenced in writing by
                                         an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
                                         by a Rating Agency Confirmation from each of the Rating Agencies with respect to such
                                         amendment or supplement and confirmation of the applicable rating agencies that such
                                         action will not result in the downgrade, withdrawal or qualification of its then-current
                                         ratings of any class of Serviced Companion Loan Securities, if any (provided that
                                         such rating agency confirmation may be considered satisfied in the same manner as any
                                         Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest) not consenting to
                                         such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to
                                         modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement
                                         (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
                                         Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
                                         Control Termination Event has not occurred and is not continuing and, with respect to
                                         any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, in the
                                         case of the Directing Certificateholder, the Holder of a majority of the Controlling
                                         Class, the Directing Holder, determine that the commercial mortgage backed securities
                                         industry



 






    A-2-8


     


    

 





		 	standard
                                         for such provisions has changed, in order to conform to such industry standard, (b) such
                                         modification does not adversely affect the status of any Trust REMIC as a REMIC or the
                                         status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
                                         as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating
                                         Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
                                         the applicable rating agencies have delivered a confirmation that such action will not
                                         result in the downgrade, withdrawal or qualification of its then-current ratings (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders (including, for
                                         the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest
                                         or a Standard Highline VRR Interest), as evidenced by (x) an Opinion of Counsel
                                         or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
                                         each Rating Agency rating such Certificates; and provided, further, that
                                         the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information
                                         Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
                                         3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall
                                         post such notice to the Certificate Administrator’s Website;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 






    A-2-9


     


    

 


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 (including, for the avoidance of doubt, any Holders of the VRR Interest,
the Y&L Towers VRR Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect
the rights of such Certificateholders) 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 the Trust Subordinate Companion 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 or Holder of Loan-Specific Certificates, in any such case, without the consent
                                         of the Holders of all Certificates of such Class then-outstanding or such Companion Holders,
                                         as applicable; or



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary under the
                                         Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any Serviced Companion Loan Securities, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the related Intercreditor Agreement, the consent of the holder of any AB Subordinate
                                         Companion Loan for each Serviced AB Whole Loan.



 






    A-2-10


     


    

 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate
Companion Loans 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, the Trust Subordinate Companion 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 (solely for the purposes
of this calculation, if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still
an asset of the Trust, then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of
Mortgage Loans and Trust Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans
and Trust Subordinate Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms
of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the


 






    A-2-11


     


    

 


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,
the Mortgage Loans or the Trust Subordinate Companion Loans.


 




    A-2-12


     


    

 


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:
November [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-2 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
November [__], 2017





	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION,

                    not in its individual capacity but solely as Authenticating Agent
 



	 	 	 
	 	By:	
	 	 	Authorized Signatory






 




    A-2-13


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class 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-2-14


     


    

 


DISTRIBUTION
INSTRUCTIONS


 





The Assignee(s)
should include the following for purposes of distribution:


 




Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.






	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






  







    A-2-15


     


    

 


EXHIBIT
A-3


 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, 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 RISK RETENTION CONSULTATION PARTY, 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 BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE


 





 



 


1 Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 




2 Global
Certificate legend.







 






    A-3-1


     


    

 


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


 




    A-3-2


     


    

 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS A-3


 


	Pass-Through
    Rate:  [ ● ]%	 
	 	 
	First
    Distribution Date: December 15, 2017	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in November 2017 for that Mortgage Loan (or, in the case
    of any Mortgage Loan that has its first Due Date after November 2017, the date that would have been its Due Date in November
    2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate
    Initial Certificate Balance of the Class A-3 Certificates:  $143,190,000	 
	 	 


	CUSIP:  12595J
                           AE4

         
	Initial
    Certificate Balance of this Certificate: $[__]
	ISIN:      US1259JAE47

    
	 
	Common
    Code: [ ● ]	 
	 	 
	No.:  A-3-1	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-3 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and subordinate interests in two subordinate companion loans (the “Trust Subordinate Companion Loans”) held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans and the Trust
Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder
of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision
of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.
Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB, Class
X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D, Class E, Class F,


 






    A-3-3


     


    

 


Class
NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class UES-A, Class UES-B,
Class UES-C, Class UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class V1-UESA, Class V1-UESD, Class
V2-UES, Class V1-STNA, Class V1-STNC, Class V2-STN, Class R and Class Z 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 November
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital
Asset Management LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,”
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate
in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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


 






    A-3-4


     


    

 


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(l) 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(l) 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) and
the Trust Subordinate Companion Loans, 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 and the Trust Subordinate Companion 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 and the Trust
Subordinate Companion Loans required to be


 






    A-3-5


     


    

 


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


 


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-3-6


     


    

 


		(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 (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest), as evidenced in writing
                                         by an Opinion of Counsel at the expense of the party requesting such amendment or as
                                         evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such
                                         amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline
                                         VRR Interest), 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;



 






    A-3-7


     


    




 


		(vi)	to
                                         revise or add any other provisions with respect to matters or questions arising under
                                         the Pooling and Servicing Agreement or any other change; provided that the required
                                         action shall not adversely affect in any material respect the interests of any Certificateholder
                                         (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers
                                         VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu
                                         Companion Loan not consenting to such revision or addition, as evidenced in writing by
                                         an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
                                         by a Rating Agency Confirmation from each of the Rating Agencies with respect to such
                                         amendment or supplement and confirmation of the applicable rating agencies that such
                                         action will not result in the downgrade, withdrawal or qualification of its then-current
                                         ratings of any class of Serviced Companion Loan Securities, if any (provided that
                                         such rating agency confirmation may be considered satisfied in the same manner as any
                                         Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest) not consenting to
                                         such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to
                                         modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement
                                         (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
                                         Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
                                         Control Termination Event has not occurred and is not continuing and, with respect to
                                         any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, in the
                                         case of the Directing Certificateholder, the Holder of a majority of the Controlling
                                         Class, the Directing Holder, determine
                                         that the commercial mortgage backed securities industry standard for such provisions
                                         has changed, in order to conform to such industry standard, (b) such modification does
                                         not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor
                                         Trust



 






    A-3-8


     


    

 





		 	 as a grantor trust under the relevant provisions of the Code, as evidenced by an
                                         Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
                                         and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
                                         agencies have delivered a confirmation that such action will not result in the downgrade,
                                         withdrawal or qualification of its then-current ratings (provided that such rating
                                         agency confirmation may be considered satisfied in the same manner as any Rating Agency
                                         Confirmation may be considered satisfied with respect to the Certificates pursuant to
                                         Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders (including, for
                                         the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest
                                         or a Standard Highline VRR Interest), as evidenced by (x) an Opinion of Counsel
                                         or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
                                         each Rating Agency rating such Certificates; and provided, further, that
                                         the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information
                                         Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
                                         3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall
                                         post such notice to the Certificate Administrator’s Website;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent. 


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders
of Certificates of each Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest,
the Y&L Towers VRR 



 






    A-3-9


     


    

 


Interest or the Standard Highline
VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders) 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 the Trust Subordinate Companion 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 or Holder of Loan-Specific Certificates, in any such case, without the consent
                                         of the Holders of all Certificates of such Class then-outstanding or such Companion Holders,
                                         as applicable; or



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary under the
                                         Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any Serviced Companion Loan Securities, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the related Intercreditor Agreement, the consent of the holder of any AB Subordinate
                                         Companion Loan for each Serviced AB Whole Loan.



 





Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the



 






    A-3-10


     


    

 


effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied
and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the
Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person
in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC,
or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under
the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate
Companion Loans 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, the Trust Subordinate Companion 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 (solely for the purposes
of this calculation, if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still
an asset of the Trust, then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of
Mortgage Loans and Trust Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans
and Trust Subordinate Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms
of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date
hereof.


 






    A-3-11


     


    







 


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,
the Mortgage Loans or the Trust Subordinate Companion Loans.


 




    A-3-12


     


    

 


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:
November [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-3 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
November [__], 2017





	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION,

                    not in its individual capacity but solely as Authenticating Agent
 



	 	 	 
	 	By:	
	 	 	Authorized Signatory






 




    A-3-13


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class 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-3-14


     


    

 


DISTRIBUTION
INSTRUCTIONS


 













The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 









    A-3-15


     


    

 


EXHIBIT
A-4


 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, 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 RISK RETENTION CONSULTATION PARTY, 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 BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE


 





 



 



1 Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 




2 Global
Certificate legend.







 






    A-4-1


     


    

 


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


 




    A-4-2


     


    

 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS A-4


 


	Pass-Through
    Rate:  [ ● ]%	 
	 	 
	First
    Distribution Date: December 15, 2017	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in November 2017 for that Mortgage Loan (or, in the case
    of any Mortgage Loan that has its first Due Date after November 2017, the date that would have been its Due Date in November
    2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate
    Initial Certificate Balance of the Class A-4 Certificates:  $135,893,000	 
	 	 


	CUSIP:  12595J
                           AG9

         
	Initial
    Certificate Balance of this Certificate: $[__]
	ISIN:      US12595JAG94

    
	 
	Common
    Code: [ ● ]	 
	 	 
	No.:  A-4-1	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-4 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and subordinate interests in two subordinate companion loans (the “Trust Subordinate Companion Loans”) held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans and the Trust
Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder
of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision
of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.
Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-5, Class A-SB, Class
X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D, Class E, Class F,


 






    A-4-3


     


    

 


Class
NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class UES-A, Class UES-B,
Class UES-C, Class UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class V1-UESA, Class V1-UESD, Class
V2-UES, Class V1-STNA, Class V1-STNC, Class V2-STN, Class R and Class Z 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 November
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital
Asset Management LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,”
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate
in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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


 






    A-4-4


     


    

 


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(l) 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(l) 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) and
the Trust Subordinate Companion Loans, 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 and the Trust Subordinate Companion 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 and the Trust
Subordinate Companion Loans required to be


 






    A-4-5


     


    

 


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


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent
of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes
whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar
shall be affected by any notice to the contrary.


  






    A-4-6


     


    

 





The
Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent
of any of the Certificateholders or the Companion Holders:




 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest), as evidenced in writing
                                         by an Opinion of Counsel at the expense of the party requesting such amendment or as
                                         evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such
                                         amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline
                                         VRR Interest), 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 



 






    A-4-7


     


    

 





		 	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
                                         (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers
                                         VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu
                                         Companion Loan not consenting to such revision or addition, as evidenced in writing by
                                         an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
                                         by a Rating Agency Confirmation from each of the Rating Agencies with respect to such
                                         amendment or supplement and confirmation of the applicable rating agencies that such
                                         action will not result in the downgrade, withdrawal or qualification of its then-current
                                         ratings of any class of Serviced Companion Loan Securities, if any (provided that
                                         such rating agency confirmation may be considered satisfied in the same manner as any
                                         Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest) not consenting to
                                         such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to
                                         modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement
                                         (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
                                         Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
                                         Control Termination Event has not occurred and is not continuing and, with respect to
                                         any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, in the
                                         case of the Directing Certificateholder, the Holder of a majority of the Controlling
                                         Class, the Directing Holder, 



 






    A-4-8


     


    

 





		 	determine that the commercial mortgage backed securities
                                         industry standard for such provisions has changed, in order to conform to such industry
                                         standard, (b) such modification does not adversely affect the status of any Trust REMIC
                                         as a REMIC or the status of the Grantor Trust as
                                         a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
                                         of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and,
                                         with regard to any class of Serviced Companion Loan Securities, the applicable rating
                                         agencies have delivered a confirmation that such action will not result in the downgrade,
                                         withdrawal or qualification of its then-current ratings (provided that such rating
                                         agency confirmation may be considered satisfied in the same manner as any Rating Agency
                                         Confirmation may be considered satisfied with respect to the Certificates pursuant to
                                         Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders (including, for
                                         the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest
                                         or a Standard Highline VRR Interest), as evidenced by (x) an Opinion of Counsel
                                         or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
                                         each Rating Agency rating such Certificates; and provided, further, that
                                         the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information
                                         Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
                                         3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall
                                         post such notice to the Certificate Administrator’s Website;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent. 


 






    A-4-9


     


    

 





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 (including, for the avoidance of doubt, any Holders of the VRR
Interest, the Y&L Towers VRR Interest or the Standard Highline VRR Interest to the extent any such amendment would
adversely affect the rights of such Certificateholders) 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 the Trust Subordinate Companion 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 or Holder of Loan-Specific Certificates, in any such case, without the consent
                                         of the Holders of all Certificates of such Class then-outstanding or such Companion Holders,
                                         as applicable; or



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary under the
                                         Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any Serviced Companion Loan Securities, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the related Intercreditor Agreement, the consent of the holder of any AB Subordinate
                                         Companion Loan for each Serviced AB Whole Loan.






 






    A-4-10


     


    

 





Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to
the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the
effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been
satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the
Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust
Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify
as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate
Companion Loans 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, the Trust Subordinate Companion 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 (solely for the purposes
of this calculation, if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still
an asset of the Trust, then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of
Mortgage Loans and Trust Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans
and Trust Subordinate Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms
of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the 


 






    A-4-11


     


    

 


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,
the Mortgage Loans or the Trust Subordinate Companion Loans.


 




    A-4-12


     


    

 


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:
November [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-4 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
November [__], 2017





	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION,

                    not in its individual capacity but solely as Authenticating Agent
 



	 	 	 
	 	By:	
	 	 	Authorized Signatory






 




    A-4-13


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class 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-4-14


     


    

 


DISTRIBUTION
INSTRUCTIONS


 













The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 








    A-4-15


     


    

 


EXHIBIT
A-5


 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS A-5


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, 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 BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE


 





 



 


1 Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2 Global
Certificate legend. 







 






     A-5-1


     


    

 


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


 




     A-5-2


     


    

 






 


CSAIL 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS A-5


 


	Pass-Through Rate:  The lesser of
    [●]% per annum and the WAC Rate	 
	 	 
	First Distribution Date: December 15, 2017	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2017, the date that would have been its Due Date in November 2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class A-5 Certificates:  $203,841,000	 
	 	 


	
        CUSIP:  12595J AJ3

         
	Initial Certificate Balance of this Certificate: $[__]
	ISIN:      US12595JAJ34

         
	 
	Common Code: [●]	 
	 	 
	No.:  A-5-1	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-5 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and subordinate interests in two subordinate companion loans (the “Trust Subordinate Companion Loans”) held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans and the Trust Subordinate
Companion 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-


 






     A-5-3


     


    

 


SB,
Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class
V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class UES-A, Class UES-B, Class UES-C,
Class UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class V1-UESA, Class V1-UESD, Class V2-UES, Class
V1-STNA, Class V1-STNC, Class V2-STN, Class R and Class Z Certificates (together with the Class A-5 Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital Asset Management LLC, as
Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-5 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-5 Certificates is the calendar
month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs.


 






     A-5-4


     


    

 


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(l)
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(l) 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) and the Trust Subordinate
Companion Loans, 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 and the Trust Subordinate Companion 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


 






     A-5-5


     


    

 


with
respect to the Mortgage Loans and the Trust Subordinate Companion 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 or Trust Subordinate Companion 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
Trust Subordinate Companion Loan REMIC Distribution Accounts, the Regular Interest Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest therein)
and any REO Account (to the extent of the Trust’s interest therein), including any reinvestment income, as applicable; (ix)
any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the
Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the Trust Subordinate Companion Loan REMIC 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).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due
presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any
agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee,
the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any
agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee,
the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations





 






     A-5-6


     


    

 





Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 


		(i)	to correct any defect or ambiguity in the Pooling and
Servicing Agreement;



 



		(ii)	to cause the provisions in the Pooling and Servicing Agreement
to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any
related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;




 


		(iii)	to change the timing and/or nature of deposits in the
Collection Account, the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall
in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect
in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
a Y&L Towers VRR Interest or a Standard Highline VRR Interest), as evidenced in writing by an Opinion of Counsel at the expense
of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to
such amendment;




 


		(iv)	to modify, eliminate or add to any provisions of the Pooling
and Servicing Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the
Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding, or
to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the
Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment)
to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest), 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




 






     A-5-7


     


    

 


federal tax caused by
a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person;


 


		(vi)	to revise or add any other provisions with respect to
matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required
action shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest) or any holder of a
Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);




 


		(vii)	to amend or supplement any provision of the Pooling and
Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each
Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a
VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest) not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;




 


		(viii)	to modify the provisions of Sections 3.05 and 3.17 of
the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred
and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, in
the case of the Directing Certificateholder, the Holder of a majority of the Controlling Class, the Directing Holder, determine
that the commercial mortgage backed securities industry



 


 






     A-5-8


     


    

 


standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing
Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
affect in any material respects the interests of any Certificateholders (including, for the avoidance of doubt, any Holders of
a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest), as evidenced by (x) an Opinion of Counsel
or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates;
and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information
Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing
Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;




 


		(x)	to modify, eliminate or add to any provisions of the Pooling
and Servicing Agreement to such extent as shall be necessary to comply with the requirements for use of Form SF-3 in registered
offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or




 


		(xi)	to modify, eliminate or add to any of its provisions in
the event the Credit Risk Retention Rules or any other regulations applicable to the risk retention requirements for this securitization
transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the provision
related to the risk retention requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 






     A-5-9


     


    

 


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 (including, for the avoidance of doubt, any Holders of the VRR Interest, the Y&L Towers VRR
Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders)
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 the Trust Subordinate Companion 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 or Holder of Loan-Specific Certificates, in any such case, without the consent of the Holders of all Certificates of such
Class then-outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates
without the consent of the Holders of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage
Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without
the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100%
of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of
the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



 






     A-5-10


     


    

 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion
Loans 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, the Trust Subordinate Companion 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 (solely for the purposes of this calculation,
if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still an asset of the Trust,
then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust
Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate
Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans,
the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the


 


 






     A-5-11


     


    

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, the Mortgage Loans
or the Trust Subordinate Companion Loans.


 






     A-5-12


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-5 Certificate to be duly executed.


 





	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  


Dated: November [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-5 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


 






     A-5-13


     


    

 





ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-5 Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class A-5 Certificate of the entire Percentage Interest represented
by the within Class A-5 Certificates to the above-named Assignee(s) and to deliver such Class A-5 Certificate to the following
address:


 


Date:
_________________


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





 






     A-5-14


     


    

  


DISTRIBUTION
INSTRUCTIONS


 













The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 






     A-5-15


     


    

 






EXHIBIT
A-6


 


CSAIL 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS A-SB


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]





 





 



 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



  






     A-6-1


     


    

  


1





 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, 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 BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


		1	Global
                                         Certificate legend.



 






     A-6-1


     


    

  


CSAIL 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS A-SB


 


	Pass-Through Rate:  [●]%	 
	 	 
	First Distribution Date: December 15, 2017	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2017, the date that would have been its Due Date in November 2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class A-SB Certificates:  $19,217,000	 
	 	 


	
        CUSIP:  12595J AL8

         
	Initial Certificate Balance of this Certificate: $[__]
	
        ISIN:      US12595JAL89

          
	 
	Common Code: [●]	 
	 	 
	No.:  A-SB-1	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-SB Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and subordinate interests in two subordinate companion loans (the “Trust Subordinate Companion Loans”) held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans and the Trust Subordinate
Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,


 






     A-6-2


     


    




 


Class
X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A,
Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class UES-A, Class UES-B, Class UES-C, Class
UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class V1-UESA, Class V1-UESD, Class V2-UES, Class V1-STNA,
Class V1-STNC, Class V2-STN, Class R and Class Z Certificates (together with the Class A-SB Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital Asset Management LLC, as
Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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.


 






     A-6-3


     


    

 


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(l)
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(l) 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) and the Trust Subordinate
Companion Loans, 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 and the Trust Subordinate Companion 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


 






     A-6-4


     


    

 


with
respect to the Mortgage Loans and the Trust Subordinate Companion 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 or Trust Subordinate Companion 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
Trust Subordinate Companion Loan REMIC Distribution Accounts, the Regular Interest Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest therein)
and any REO Account (to the extent of the Trust’s interest therein), including any reinvestment income, as applicable; (ix)
any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the
Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the Trust Subordinate Companion Loan REMIC 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).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due
presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any
agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee,
the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any
agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee,
the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations






 






     A-6-5


     


    

  


Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 


		(i)	to correct any defect or ambiguity in the Pooling and
Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement
to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any
related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the
Collection Account, the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall
in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect
in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
a Y&L Towers VRR Interest or a Standard Highline VRR Interest), as evidenced in writing by an Opinion of Counsel at the expense
of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to
such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling
and Servicing Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the
Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding, or
to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the
Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment)
to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest), 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 



 






     A-6-6


     


    




 


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 (including, for the avoidance
of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest) or any holder of a
Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and
Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each
Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a
VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest) not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the
provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan,
as to the Directing Holder or, in the case of the Directing Certificateholder, the Holder of a majority of the Controlling Class,
the Directing Holder, determine that the commercial mortgage backed securities industry



 









     A-6-7


     


    

 


standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing
Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
affect in any material respects the interests of any Certificateholders (including, for the avoidance of doubt, any Holders of
a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest), as evidenced by (x) an Opinion of Counsel
or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates;
and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information
Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing
Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling
and Servicing Agreement to such extent as shall be necessary to comply with the requirements for use of Form SF-3 in registered
offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in
the event the Credit Risk Retention Rules or any other regulations applicable to the risk retention requirements for this securitization
transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the provision
related to the risk retention requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 






     A-6-8


     


    




 


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 (including, for the avoidance of doubt, any Holders of the VRR Interest, the Y&L Towers VRR
Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders)
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 the Trust Subordinate Companion 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 or Holder of Loan-Specific Certificates, in any such case, without the consent of the Holders of all Certificates of such
Class then-outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates
without the consent of the Holders of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage
Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without
the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of
100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of
the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



 






     A-6-9


     


    

 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion
Loans 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, the Trust Subordinate Companion 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 (solely for the purposes of this calculation,
if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still an asset of the Trust,
then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust
Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate
Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans,
the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the


 






     A-6-10


     


    

 


Trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date
hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


 






     A-6-11


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-SB Certificate to be duly executed.


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


 


Dated: November [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-SB Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


 






     A-6-12


     


    

 


 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-SB Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


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


 


Date:
_________________


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





 






     A-6-13


     


    

 


DISTRIBUTION
INSTRUCTIONS


 













The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 


 






     A-6-14


     


    

 










EXHIBIT
A-7


 


CSAIL 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, 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 RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNTS OF THE CLASS A-1, CLASS A-2,
CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB AND CLASS A-S CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-A CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 





 



 





		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global
                                         Certificate legend.



  






     A-7-1


     


    

  


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS X-A


 


	Pass-Through Rate:  Variable IO3	 
	 	 
	First Distribution Date: December 15, 2017	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2017, the date that would have been its Due Date in November 2017 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:  $691,723,000	 
	 	 


	
        CUSIP: 12595J AN4

         
	
        Initial Notional Amount of this
Certificate: $[__] 

	ISIN:     US12595JAN46	 
	 	 
	
        Common Code: [●] 
	 
	 	 
	No.:  X-A-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-A Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and subordinate interests in two subordinate companion loans (the “Trust Subordinate Companion Loans”) held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans and the Trust Subordinate
Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,


 





 






 


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


  






     A-7-3


     


    

 


Class
A-SB, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A,
Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class UES-A, Class UES-B, Class UES-C, Class
UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class V1-UESA, Class V1-UESD, Class V2-UES, Class V1-STNA,
Class V1-STNC, Class V2-STN, Class R and Class Z Certificates (together with the Class X-A Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital Asset Management LLC, as
Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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


 






     A-7-4


     


    

 


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(l)
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(l) 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) and the Trust Subordinate
Companion Loans, 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 and the Trust Subordinate Companion 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 and the Trust Subordinate Companion Loans
required to be


 






     A-7-5


     


    

 


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


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.





 






     A-7-6


     


    

 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 


		(i)	to correct any defect or ambiguity in the Pooling and
Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement
to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any
related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the
Collection Account, the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall
in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect
in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
a Y&L Towers VRR Interest or a Standard Highline VRR Interest), as evidenced in writing by an Opinion of Counsel at the expense
of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to
such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling
and Servicing Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the
Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding, or
to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the
Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment)
to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest), 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 



 






     A-7-7


     


    

 


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 (including, for the avoidance
of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest) or any holder of a
Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and
Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each
Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a
VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest) not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the
provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan,
as to the Directing Holder or, in the case of the Directing Certificateholder, the Holder of a majority of the Controlling Class,
the Directing Holder,



 






     A-7-8


     


    

 


determine
that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such
industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the
Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing
Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
affect in any material respects the interests of any Certificateholders (including, for the avoidance of doubt, any Holders of
a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest), as evidenced by (x) an Opinion of Counsel
or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates;
and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information
Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing
Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling
and Servicing Agreement to such extent as shall be necessary to comply with the requirements for use of Form SF-3 in registered
offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in
the event the Credit Risk Retention Rules or any other regulations applicable to the risk retention requirements for this securitization
transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the provision
related to the risk retention requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 






     A-7-9


     


    

 


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 (including, for the avoidance of doubt, any Holders of the VRR Interest, the Y&L Towers VRR
Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders)
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 the Trust Subordinate Companion 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 or Holder of Loan-Specific Certificates, in any such case, without the consent of the Holders of all Certificates of such
Class then-outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates
without the consent of the Holders of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage
Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without
the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100%
of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of
the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



 






     A-7-10


     


    

 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion
Loans 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, the Trust Subordinate Companion 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 (solely for the purposes of this calculation,
if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still an asset of the Trust,
then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust
Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate
Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans,
the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the


 






     A-7-11


     


    

 


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, the Mortgage Loans
or the Trust Subordinate Companion Loans.


 






     A-7-12


     


    

 


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: November [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


 






     A-7-13


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class X-A Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


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


 


Date:
_________________


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





 










     A-7-14


     


    

 


DISTRIBUTION
INSTRUCTIONS


 













The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 






     A-7-15


     


    

 






EXHIBIT
A-8


 


CSAIL 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, 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 RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNTS OF THE CLASS B AND
CLASS C CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT
SET FORTH BELOW.


 


THIS CLASS X-B CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


  





 



 





		1	Legend required as long as
DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global
Certificate legend.



 











     A-8-1


     


    

  


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS X-B


 


	Pass-Through Rate:  Variable IO3	 
	 	 
	First Distribution Date: December 15, 2017	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2017, the date that would have been its Due Date in November 2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Notional Amount of the Class X-B Certificates:  $80,184,000	 
	 	 


	
        CUSIP:  12595J AQ7

         
	
        Initial Notional Amount of this
Certificate: $[__] 

	ISIN:       US12595JAQ76	 
	 	 
	Common Code: [●]	 
	 	 
	No.:  X-B-1	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-B Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties and
subordinate interests in two subordinate companion loans (the “Trust Subordinate Companion Loans”) held in trust
by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans and the Trust Subordinate
Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class
X-A, Class X-E, Class A-S, Class B, Class C, Class D, Class E, Class F, Class


 





 



 


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


 






     A-8-3


     


    

 


NR,
Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class UES-A, Class UES-B, Class
UES-C, Class UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class V1-UESA, Class V1-UESD, Class V2-UES,
Class V1-STNA, Class V1-STNC, Class V2-STN, Class R and Class Z 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 November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital Asset Management LLC, as
Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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,


 






     A-8-4


     


    

 


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(l)
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(l) 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) and the Trust Subordinate
Companion Loans, 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 and the Trust Subordinate Companion 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 and the Trust Subordinate Companion Loans
required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the


 






     A-8-5


     


    

 


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


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 






     A-8-6


     


    

 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 


		(i)	to correct any defect or ambiguity in the Pooling and
Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement
to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any
related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the
Collection Account, the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall
in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect
in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
a Y&L Towers VRR Interest or a Standard Highline VRR Interest), as evidenced in writing by an Opinion of Counsel at the expense
of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to
such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling
and Servicing Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the
Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding, or
to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the
Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment)
to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest), 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 



 






     A-8-7


     


    

 


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 (including, for the avoidance
of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest) or any holder of a
Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and
Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each
Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a
VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest) not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the
provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan,
as to the Directing Holder or, in the case of the Directing Certificateholder, the Holder of a majority of the Controlling Class,
the Directing Holder,



 






     A-8-8


     


    

 


determine
that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such
industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the
Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing
Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
affect in any material respects the interests of any Certificateholders (including, for the avoidance of doubt, any Holders of
a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest), 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; 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



 


		(x)	to modify, eliminate or add to any of its provisions in
the event the Credit Risk Retention Rules or any other regulations applicable to the risk retention requirements for this securitization
transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the provision
related to the risk retention requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 






     A-8-9


     


    

 


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 (including, for the avoidance of doubt, any Holders of the VRR Interest, the Y&L Towers VRR
Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders)
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 the Trust Subordinate Companion 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 or Holder of Loan-Specific Certificates, in any such case, without the consent of the Holders of all Certificates of such
Class then-outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates
without the consent of the Holders of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage
Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without
the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100%
of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of
the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



 






     A-8-10


     


    

 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion
Loans 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, the Trust Subordinate Companion 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 (solely for the purposes of this calculation,
if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still an asset of the Trust,
then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust
Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate
Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans,
the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the


 






     A-8-11


     


    

 


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, the Mortgage Loans
or the Trust Subordinate Companion Loans.


 






     A-8-12


     


    

 


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: November [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


 






     A-8-13


     


    




 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class X-B Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


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


 


Date:
_________________


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





 







     A-8-14


     


    

 





DISTRIBUTION
INSTRUCTIONS


 













The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 






     A-8-15


     


    

 


EXHIBIT
A-9


 


CSAIL 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS X-E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE


 





 



 





		1	Temporary
                                         Regulation S Global Certificate legend.



 


		2	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Global
                                         Certificate legend.



  



     A-9-1


     


    




  


UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS E 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-E 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 OR (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, 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 BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






     A-9-2


     


    

 


CSAIL 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS X-E


 


	Pass-Through Rate:  Variable IO4	 
	 	 
	First Distribution Date: December 15, 2017	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2017, the date that would have been its Due Date in November 2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Notional Amount of the Class X-E Certificates:  $17,106,000	 
	 	 


	
        CUSIP:   12595J
AYO5

 12595J AZ76

 U22895 AM57

         
	
        Initial Notional Amount of this
Certificate: $[__]

         

	
        ISIN:     US12595JAY018

         US12595JBB989

         USU22895AM5810

        
	 
	 	 
	Common Code: [____]	 
	 	 
	No.:  X-E-1	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-E Certificates.


 





 



 





4
The initial approximate Pass-Through Rate as of the Closing Date is [●]%.


 


5
For Rule 144A Certificates


 


6
For IAI Certificates


 


7
For Regulation S Certificates


 


8
For Rule 144A Certificates


 


9
For IAI Certificates


 


10 For
Regulation S Certificates


  






     A-9-3


     


    

 


The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and
multifamily properties and subordinate interests in two subordinate companion loans (the “Trust Subordinate Companion
Loans”) held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage
Loans and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E,
Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class
UES-A, Class UES-B, Class UES-C, Class UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class V1-UESA,
Class V1-UESD, Class V2-UES, Class V1-STNA, Class V1-STNC, Class V2-STN, Class R and Class Z Certificates (together with the Class X-E
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital Asset Management LLC, as
Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-E Certificates for
such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related


 


 






     A-9-4


     


    

 


Distribution
Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period” with respect
to any Distribution Date and with respect to the Class X-E Certificates is the calendar month immediately preceding the month
in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l)
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(l) 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) and the Trust Subordinate
Companion Loans, together with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests
of the related Serviced Companion


 






     A-9-5


     


    

 


Noteholder
in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans and
the Trust Subordinate Companion 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 and the Trust Subordinate Companion 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 or Trust Subordinate
Companion 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 Trust Subordinate Companion Loan REMIC Distribution Accounts, the Regular Interest Distribution Account, the Excess
Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s
interest therein) and any REO Account (to the extent of the Trust’s interest therein), including any reinvestment income,
as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights
and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the
Lower-Tier Regular Interests; (xii) the Trust Subordinate Companion Loan REMIC 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).


 


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


 






     A-9-6


     


    

 


none
of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 






     A-9-7


     


    

 


		(i)	to correct any defect or ambiguity in the Pooling and
Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement
to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any
related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the
Collection Account, the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall
in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect
in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
a Y&L Towers VRR Interest or a Standard Highline VRR Interest), as evidenced in writing by an Opinion of Counsel at the expense
of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to
such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling
and Servicing Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the
Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding, or
to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the
Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment)
to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest), 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;



 






     A-9-8


     


    

 


		(vi)	to revise or add any other provisions with respect to
matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required
action shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest) or any holder of a
Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and
Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each
Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a
VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest) not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the
provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan,
as to the Directing Holder or, in the case of the Directing Certificateholder, the Holder of a majority of the Controlling Class,
the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC or the status of the Grantor Trust



 






     A-9-9


     


    

 


as
a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing
Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
affect in any material respects the interests of any Certificateholders (including, for the avoidance of doubt, any Holders of
a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest), as evidenced by (x) an Opinion of Counsel
or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates;
and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information
Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing
Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling
and Servicing Agreement to such extent as shall be necessary to comply with the requirements for use of Form SF-3 in registered
offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in
the event the Credit Risk Retention Rules or any other regulations applicable to the risk retention requirements for this securitization
transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the provision
related to the risk retention requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest, the Y&L Towers VRR


 






     A-9-10


     


    

 


Interest
or the Standard Highline VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders)
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 the Trust Subordinate Companion 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 or Holder of Loan-Specific Certificates, in any such case, without the consent of the Holders of all Certificates of such
Class then-outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates
without the consent of the Holders of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage
Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without
the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100%
of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of
the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the


 






     A-9-11


     


    

 


effect
that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied
and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the
Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person
in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC,
or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under
the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion
Loans 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, the Trust Subordinate Companion 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 (solely for the purposes of this calculation,
if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still an asset of the Trust,
then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust
Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate
Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans,
the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 






     A-9-12


     


    

 


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, the Mortgage Loans
or the Trust Subordinate Companion Loans.


 






     A-9-13


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-E Certificate to be duly executed.


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized
                                         Signatory







Dated: November [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


 






     A-9-14


     


    




  


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class X-E Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


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


 


Date:
_________________


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





 






     A-9-15


     


    

 



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-9-16


     


    

  













 


EXHIBIT
A-10


 


CSAIL 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, 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 RISK RETENTION CONSULTATION PARTY, 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 BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE


 





 



 


		1	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 







    A-10-1


     


    

 


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


 






    A-10-2


     


    

 


CSAIL 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS A-S


 


	Pass-Through Rate: [The lesser of [●]% per annum and the WAC Rate]	 	 
	 	 	 
	First Distribution Date: December 15, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2017, the date that would have been its Due Date in November 2017 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:  $93,014,000	 	 
	 	 	 


	
        CUSIP: 12595J AS3

         
	 	Initial Certificate Balance of this Certificate: $[__] 
	
        ISIN:    US12595JAS33
	 	 
	 	 	 
	Common Code: [●]	 	 
	 	 	 
	No.:  A-S-1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-S Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and subordinate interests in two subordinate companion loans (the “Trust Subordinate Companion Loans”) held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans and the Trust Subordinate
Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class
X-A, Class X-B, Class X-E, Class B, Class C, Class D, Class E, Class F,


 






    A-10-3


     


    

 


Class
NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class UES-A, Class UES-B,
Class UES-C, Class UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class V1-UESA, Class V1-UESD, Class
V2-UES, Class V1-STNA, Class V1-STNC, Class V2-STN, Class R and Class Z Certificates (together with the Class A-S Certificates,
the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital Asset Management LLC, as
Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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


 






    A-10-4


     


    

 


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(l)
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(l) 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) and the Trust Subordinate
Companion Loans, 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 and the Trust Subordinate Companion 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 and the Trust Subordinate Companion Loans
required to be


 






    A-10-5


     


    

 


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


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 






    A-10-6


     


    

 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest), 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 



 






    A-10-7


     


    

 


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 (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L
Towers VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections
3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Holder or, in the case of the Directing Certificateholder, the Holder of a majority of the Controlling Class, the Directing Holder,



 






    A-10-8


     


    

 


determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest or a Standard
Highline VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 






    A-10-9


     


    

 


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 (including, for the avoidance of doubt, any Holders of the VRR Interest, the Y&L Towers VRR
Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders)
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 the Trust Subordinate Companion 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 or Holder of Loan-Specific
Certificates, in any such case, without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion
Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 






    A-10-10


     


    

 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion
Loans 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, the Trust Subordinate Companion 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 (solely for the purposes of this calculation,
if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still an asset of the Trust,
then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust
Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate
Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans,
the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the


 






    A-10-11


     


    

 


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, the Mortgage Loans
or the Trust Subordinate Companion Loans.


 






    A-10-12


     


    

 




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: November [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-S Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  




    A-10-13


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-S Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


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


 


Date:
_________________


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





 




    A-10-14


     


    

 


DISTRIBUTION
INSTRUCTIONS


 













The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 














    A-10-15


     


    

 


EXHIBIT
A-11


 


CSAIL 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, 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 RISK RETENTION CONSULTATION PARTY, 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 BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE


 





 



 


		1	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.





 






    A-11-1


     


    

 


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


 






    A-11-2


     


    

 


CSAIL 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS B


 


	Pass-Through Rate:  [WAC Rate minus [●]%]3	 	 
	 	 	 
	First Distribution Date: December 15, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2017, the date that would have been its Due Date in November 2017 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:  $49,180,000	 	 
	 	 	 
	
        CUSIP:  12595J AU8

         
	 	Initial Certificate Balance of this Certificate: $[__] 
	
        ISIN:     US12595JAU88
	 	 
	 	 	 
	Common Code: [●]	 	 
	 	 	 
	No.:  B-1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class B Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties and
subordinate interests in two subordinate companion loans (the “Trust Subordinate Companion Loans”) held in trust
by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans and the Trust Subordinate
Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,


 





 



 


3
The initial approximate Pass-Through Rate of this certificate will be [●]%.


 






    A-11-3


     


    

 


Class
A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class C, Class D, Class E, Class F, Class NR, Class V1-A,
Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class UES-A, Class UES-B, Class UES-C, Class
UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class V1-UESA, Class V1-UESD, Class V2-UES, Class V1-STNA,
Class V1-STNC, Class V2-STN, Class R and Class Z Certificates (together with the Class B Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital Asset Management LLC, as
Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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.


 






    A-11-4


     


    

 


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(l)
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(l) 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) and the Trust Subordinate
Companion Loans, 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 and the Trust Subordinate Companion 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


 






    A-11-5


     


    

 


with
respect to the Mortgage Loans and the Trust Subordinate Companion 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 or Trust Subordinate Companion 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
Trust Subordinate Companion Loan REMIC Distribution Accounts, the Regular Interest Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest therein)
and any REO Account (to the extent of the Trust’s interest therein), including any reinvestment income, as applicable; (ix)
any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the
Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the Trust Subordinate Companion Loan REMIC 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).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations


 






    A-11-6


     


    

 


Reviewer,
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or the Companion Holders:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest), 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 



 






    A-11-7


     


    

 


federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L
Towers VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections
3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Holder or, in the case of the Directing Certificateholder, the Holder of a majority of the Controlling Class, the Directing Holder,
determine that the commercial mortgage backed securities industry



 






    A-11-8


     


    

 


standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest or a Standard
Highline VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 






    A-11-9


     


    

 


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 (including, for the avoidance of doubt, any Holders of the VRR Interest, the Y&L Towers VRR
Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders)
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 the Trust Subordinate Companion 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 or Holder of Loan-Specific
Certificates, in any such case, without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion
Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 






    A-11-10


     


    

 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion
Loans 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, the Trust Subordinate Companion 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 (solely for the purposes of this calculation,
if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still an asset of the Trust,
then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust
Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate
Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans,
the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the


 






    A-11-11


     


    

 


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, the Mortgage Loans
or the Trust Subordinate Companion Loans.


 






    A-11-12


     


    

 




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: November [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  




    A-11-13


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class B Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


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


 


Date:
_________________


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





 




    A-11-14


     


    

 


DISTRIBUTION
INSTRUCTIONS


 













The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 














    A-11-15


     


    

 


EXHIBIT
A-12


 


CSAIL 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, 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 RISK RETENTION CONSULTATION PARTY, 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 BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE


 


 



 


		1	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.





 









    A-12-1


     


    

 


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


 






    A-12-2


     


    

 


CSAIL 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS C


 


	Pass-Through
Rate:  [WAC Rate] 3
	 	 
	 	 	 
	First Distribution Date: December 15, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2017, the date that would have been its Due Date in November 2017 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:  $31,004,000	 	 
	 	 	 
	CUSIP:   12595J AW4	 	Initial Certificate Balance of this Certificate: $[__] 
	 	 	 
	
        ISIN:       US12595JAW45
	 	 
	 	 	 
	Common Code: [●]	 	 
	 	 	 
	No.:  C-1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class C Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties and
subordinate interests in two subordinate companion loans (the “Trust Subordinate Companion Loans”) held in trust
by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans and the Trust Subordinate
Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class
X-A, Class X-B, Class X-E, Class A-S, Class B, Class D, Class E, Class F,


 





 



 


3
The initial approximate Pass-Through Rate of this certificate will be [●]%.


 






    A-12-3


     


    

 


Class
NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class UES-A, Class UES-B,
Class UES-C, Class UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class V1-UESA, Class V1-UESD, Class
V2-UES, Class V1-STNA, Class V1-STNC, Class V2-STN, Class R and Class Z Certificates (together with the Class C Certificates,
the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital Asset Management LLC, as
Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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


 






    A-12-4


     


    

 


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(l)
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(l) 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) and the Trust Subordinate
Companion Loans, 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 and the Trust Subordinate Companion 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 and the Trust Subordinate Companion Loans required to be 


 






    A-12-5


     


    

 


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


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 






    A-12-6


     


    

 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest), 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 



 






    A-12-7


     


    

 


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 (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L
Towers VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections
3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Holder or, in the case of the Directing Certificateholder, the Holder of a majority of the Controlling Class, the Directing Holder, 



 






    A-12-8


     


    

 


determine
that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such
industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of
the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest or a Standard
Highline VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 



    A-12-9


     


    

 


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 (including, for the avoidance of doubt, any Holders of the VRR Interest, the Y&L Towers VRR
Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders)
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 the Trust Subordinate Companion 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 or Holder of Loan-Specific
Certificates, in any such case, without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion
Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 






    A-12-10


     


    

 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion
Loans 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, the Trust Subordinate Companion 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 (solely for the purposes of this calculation,
if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still an asset of the Trust,
then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust
Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate
Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans,
the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the


 






    A-12-11


     


    

 


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, the Mortgage Loans
or the Trust Subordinate Companion Loans.


 






    A-12-12


     


    

 




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: November [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class C Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  




    A-12-13


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class C Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


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


 


Date:
_________________


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





 




    A-12-14


     


    

 


DISTRIBUTION
INSTRUCTIONS


 













The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 














    A-12-15


     


    

 


EXHIBIT
A-13


 


CSAIL 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, 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.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION
CONSULTATION PARTY, THE INITIAL 


 





 



 


		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


     


    

 


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 BENEFICIAL
OWNERSHIP OF 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 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS D


 


	Pass-Through Rate:  [WAC Rate] 4	 	 
	 	 	 
	First Distribution Date: December 15, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2017, the date that would have been its Due Date in November 2017 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:  $34,212,000	 	 
	 	 	 
	
        CUSIP:  12595J BA15

        12595J BB96

        U22895 AN37

         
	 	Initial Certificate Balance of this Certificate: $[__]
	
        ISIN:    US12595JBA168

US12595JBB989

USU22895AN3210
	 	 
	 	 	 
	Common Code: [____]11  	 	 
	[____]12	 	 
	No.:  D-1	 	 


 





 



 





4
The initial approximate Pass-Through Rate as of the Closing Date is [●]%.


 


5
For Rule 144A Certificates


 


6
For IAI Certificates


 


7
For Regulation S Certificates


 


8
For Rule 144A Certificates


 


9
For IAI Certificates


 


10
For Regulation S Certificates


 


11
For Rule 144A Certificates


 


12
For IAI Certificates


 






    A-13-3


     


    

 



This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class D Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties and
subordinate interests in two subordinate companion loans (the “Trust Subordinate Companion Loans”) held in trust
by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans and the Trust Subordinate
Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class
X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class E, Class F, Class NR, Class V1-A, Class V1-B,
Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class UES-A, Class UES-B, Class UES-C, Class UES-D, Class
UES-X, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class V1-UESA, Class V1-UESD, Class V2-UES, Class V1-STNA, Class V1-STNC,
Class V2-STN, Class R and Class Z Certificates (together with the Class D Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital Asset Management LLC, as
Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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


 






    A-13-4


     


    

 


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 accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l)
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(l) 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.


 






    A-13-5


     


    

 


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) and the Trust Subordinate
Companion Loans, 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 and the Trust Subordinate Companion 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 and the Trust Subordinate Companion 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 or Trust Subordinate Companion 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 Trust Subordinate Companion Loan REMIC Distribution Accounts, the Regular Interest
Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest therein) and any REO Account (to the extent of the Trust’s interest therein),
including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s
interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred
to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Trust Subordinate Companion Loan REMIC 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).


 


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,


 






    A-13-6


     


    

 


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 any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the 



 






    A-13-7


     


    

 


imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest), 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 (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L
Towers VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a 



 






    A-13-8


     


    

 


Standard Highline VRR
Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


		(viii)	to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with
respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and, with respect
to any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, in the case of the Directing Certificateholder,
the Holder of a majority of the Controlling Class, the Directing Holder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest or a Standard
Highline VRR Interest), 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 



 






    A-13-9


     


    

 


repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.


 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest, the Y&L Towers VRR
Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders)
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 the Trust Subordinate Companion 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 or Holder of Loan-Specific
Certificates, in any such case, without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion
Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without
the consent of 100% of the



 






    A-13-10


     


    

 


Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.


 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion
Loans 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, the Trust Subordinate Companion 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 (solely for the purposes of this calculation,
if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still an asset of the Trust,
then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust
Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate
Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master


 






    A-13-11


     


    

 


Servicer,
to exchange all of its Certificates (other than the Class Z and Class R Certificates) together with the payment or deemed payment
of the Termination Purchase Amount for all of the Mortgage Loans, the Trust Subordinate Companion 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, the Mortgage Loans
or the Trust Subordinate Companion Loans.


 






    A-13-12


     


    

 




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: November [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  




    A-13-13


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
___________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class D  Certificate and hereby
authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


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


 


Date:
_________________


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





 




    A-13-14


     


    

 


DISTRIBUTION
INSTRUCTIONS


 













The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 














    A-13-15


     


    

 


EXHIBIT
A-14


 


CSAIL 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE INITIAL


 





 



 


		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


     


    

 


PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH


 



    A-14-2


     


    




 


RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING
AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS E


 


	Pass-Through Rate:  [The lesser of [●]% per annum and the WAC Rate]	 	 
	 	 	 
	First Distribution Date: December 15, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2017, the date that would have been its Due Date in November 2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class E Certificates:  $17,106,000	 	 
	 	 	 


	
        CUSIP:  12595J BC74

        12595J BD55

        U22895 AP86

         
	 	Initial Certificate Balance of this Certificate: $[__]
	ISIN:      US12595JBC717

        US12595JBD548

USU22895AP899
	 	 
	 	 	 
	Common Code: [____]10  	 	 
	[____]11	 	 
	No.:  [E-1][E-S-1]	 	 


 





 



 





4
For Rule 144A Certificates


 


5
For IAI Certificates


 


6
For Regulation S Certificates


 


7
For Rule 144A Certificates


 


8
For IAI Certificates


 


9
For Regulation S Certificates


 


10
For Rule 144A Certificates


 


11
For IAI Certificates


 






    A-14-4


     


    

 



This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class E Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and subordinate interests in two subordinate companion loans (the “Trust Subordinate Companion Loans”) held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans and the Trust Subordinate
Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class
X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D, Class F, Class NR, Class V1-A, Class V1-B,
Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class UES-A, Class UES-B, Class UES-C, Class UES-D, Class
UES-X, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class V1-UESA, Class V1-UESD, Class V2-UES, Class V1-STNA, Class V1-STNC,
Class V2-STN, Class R and Class Z Certificates (together with the Class E Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital Asset Management LLC, as
Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class E Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 






    A-14-5


     


    

 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class E Certificates is the calendar
month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l)
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(l) 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) and the


 






    A-14-6


     


    

 


Trust
Subordinate Companion Loans, 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 and the Trust Subordinate Companion 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 and the Trust Subordinate Companion
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 or Trust Subordinate Companion 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 Trust Subordinate Companion Loan REMIC Distribution Accounts,
the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account (to the extent of the Trust’s interest therein) and any REO Account (to the extent of the Trust’s
interest therein), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent
of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement
(to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Trust Subordinate Companion Loan
REMIC 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).


 


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


 






    A-14-7


     


    

 


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 any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest, a Y&L Towers 



 






    A-14-8


     


    

 


VRR Interest or a Standard Highline VRR Interest), or Companion Holder;


 






    A-14-9


     


    

 


		(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 (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L
Towers VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest) 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



 






    A-14-10


     


    

 


Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and, with respect
to any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, in the case of the Directing Certificateholder,
the Holder of a majority of the Controlling Class, the Directing Holder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest or a Standard
Highline VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any


 






    A-14-11


     


    

 


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 (including, for the avoidance of doubt, any Holders of the VRR Interest, the Y&L Towers VRR
Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders)
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 the Trust Subordinate Companion 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 or Holder of Loan-Specific
Certificates, in any such case, without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion
Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be 



 






    A-14-12


     


    

 


considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.


 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion
Loans 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, the Trust Subordinate Companion 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 (solely for the purposes of this calculation,
if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still an asset of the Trust,
then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust
Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate
Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans,
the Trust Subordinate Companion 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


 






    A-14-13


     


    

 


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, the Mortgage Loans
or the Trust Subordinate Companion Loans.


 






    A-14-14


     


    

 




IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class E Certificate to be duly executed.


 




	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  


Dated: November [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  




    A-14-15


     


    

 


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-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 E-1 Certificate of the entire Percentage Interest represented
by the within Class E-1 Certificates to the above-named Assignee(s) and to deliver such Class E-1 Certificate to the following
address:


 


Date:
_________________


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





 




    A-14-16


     


    

 


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-14-17


     


    

 



  


EXHIBIT A-15


 


CSAIL 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS F


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND
TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE INITIAL


 


 






 


		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


     


    

 


PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-”U.S. PERSON” IN AN
“OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S
UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II)
ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH


 



    A-15-2


     


    

 


RESPECT TO SUCH INSURANCE
COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION,
HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP
OF 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 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS F 


 


	Pass-Through Rate: WAC Rate 4	 	 
	 	 	 
	First Distribution Date: December 15, 2017	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in November 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2017, the date that would have been its Due Date in November 2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class F Certificates: $8,553,000	 	 
	 	 	 


	
        CUSIP: 12595J BE35

                       12595J BF06

                       U22895 AQ67

         
	 	Initial Certificate Balance of this Certificate: 

$[__]
	ISIN:     US12595JBE388

 US12595JBF039

 USU22895AQ6210	 	 
	 	 	 
	
        Common Code: [____]11

        [____]12
	 	 
	 	 	 
	No.: [F-1][F-S-1]	 	 


  





 



 


		4	The
                                         initial approximate Pass-Through Rate as of the Closing Date is [●]%.



 


		5	For
                                         Rule 144A Certificates



 


		6	For
                                         IAI Certificates



 


		7	For
                                         Regulation S Certificates



 


		8	For
                                         Rule 144A Certificates



 


		9	For
                                         IAI Certificates



 


		10	For
                                         Regulation S Certificates



 


		11	For
                                         Rule 144A Certificates



 


		12	For
                                         IAI Certificates



 






    A-15-4


     


    

 



This certifies that [            ] is
the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to
the Class F Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial and multifamily properties and subordinate interests in two subordinate companion loans (the “Trust
Subordinate Companion Loans”) held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D, Class E, Class NR, Class
V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class UES-A, Class UES-B, Class UES-C,
Class UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class V1-UESA, Class V1-UESD, Class V2-UES, Class
V1-STNA, Class V1-STNC, Class V2-STN, Class R and Class Z Certificates (together with the Class F Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital Asset Management LLC, as
Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the determination date of each month, commencing in December 2017 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to
such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of
the aggregate amount of principal and interest then distributable, if any, allocable to the Class F Certificates for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement.


 






    A-15-5


     


    

 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class F Certificates is the calendar month
immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made (a) by wire
transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less than five Business
Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent
Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate Register. The
final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final
distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l)
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(l) 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) and the


 



    A-15-6


     


    

 


Trust Subordinate Companion
Loans, 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 and the Trust Subordinate Companion 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 and the Trust Subordinate Companion 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 or Trust Subordinate Companion 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 Trust Subordinate Companion Loan REMIC Distribution Accounts, the Regular Interest
Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest therein) and any REO Account (to the extent of the Trust’s interest therein),
including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s
interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred
to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Trust Subordinate Companion Loan REMIC 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).


 


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


 



    A-15-7


     


    

 


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 any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest, a Y&L Towers 



 






    A-15-8


     


    

 


VRR Interest or a Standard Highline VRR Interest), or Companion Holder;


 






    A-15-9


     


    

 


		(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 (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L
Towers VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest) 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



 



    A-15-10


     


    

 


Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and, with respect
to any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, in the case of the Directing Certificateholder,
the Holder of a majority of the Controlling Class, the Directing Holder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule
17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests
of any Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest
or a Standard Highline VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any


 



    A-15-11


     


    

 


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 (including, for the avoidance of doubt, any Holders of the VRR Interest, the Y&L Towers VRR
Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders)
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 the Trust Subordinate Companion 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 or Holder of Loan-Specific
Certificates, in any such case, without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion
Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be 



 






    A-15-12


     


    

 


considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans 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, the Trust Subordinate Companion 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 (solely for the purposes of this calculation, if such right is being
exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still an asset of the Trust, then such Mortgage Loan
will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate Companion
Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate Companion Loans as of
the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class B and
Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans,
the Trust Subordinate Companion 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


 



    A-15-13


     


    

 


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, the Mortgage Loans
or the Trust Subordinate Companion Loans.


 




    A-15-14


     


    

 







IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class F Certificate to be duly executed.


 




	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  


Dated:
November [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class F Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
November [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  






    A-15-15


     


    

  


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class F Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


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


 


Date:
_________________


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





 






    A-15-16


     


    

 





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-15-17


     


    







 


EXHIBIT A-16


 


CSAIL 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS NR


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND
TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer, THE DIRECTING
HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE INITIAL


 





 



 


		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


     


    

 


PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-”U.S. PERSON” IN AN
“OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S
UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II)
ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH


 



    A-16-2


     


    

 


RESPECT TO SUCH INSURANCE
COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION,
HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP
OF 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 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS NR


 


	Pass-Through Rate: [WAC Rate] 4	 	 
	 	 	 
	First Distribution Date: December 15, 2017	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in November 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2017, the date that would have been its Due Date in November 2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class NR Certificates: $23,521,491	 	 
	 	 	 


	
        CUSIP: 12595J BG85

                      12595J BH66

                      U22895 AR47

         
	 	Initial Certificate Balance of this Certificate:

                                                                                $[__]

	ISIN:     US12595JBG858

              US12595JBH689

              USU22895AR4610	 	 
	 	 	 
	Common Code: [____]11

[____]12	 	 
	No.: [NR-1][NR-S-1]	 	 


 


 









 


		4	The
                                         initial approximate Pass-Through Rate as of the Closing Date is [●]%.



 


		5	For
                                         Rule 144A Certificates



 


		6	For
                                         IAI Certificates



 


		7	For
                                         Regulation S Certificates



 


		8	For
                                         Rule 144A Certificates



 


		9	For
                                         IAI Certificates



 


		10	For
                                         Regulation S Certificates



 


		11	For
                                         Rule 144A Certificates



 


		12	For
                                         IAI Certificates



 






    A-16-4


     


    

 



This certifies that [           ] is
the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to
the Class NR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial and multifamily properties and subordinate interests in two subordinate companion loans (the “Trust
Subordinate Companion Loans”) held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D, Class E, Class F, Class
V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class UES-A, Class UES-B, Class UES-C,
Class UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class V1-UESA, Class V1-UESD, Class V2-UES, Class
V1-STNA, Class V1-STNC, Class V2-STN, Class R and Class Z Certificates (together with the Class NR Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital Asset Management LLC, as
Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the determination date of each month, commencing in December 2017 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to
such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of
the aggregate amount of principal and interest then distributable, if any, allocable to the Class NR Certificates for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement.


 






    A-16-5


     


    

 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class NR Certificates is the calendar month
immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made (a) by wire
transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less than five Business
Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent
Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate Register. The
final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final
distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l)
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(l) 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) and the


 



    A-16-6


     


    

 


Trust Subordinate Companion
Loans, 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 and the Trust Subordinate Companion 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 and the Trust Subordinate Companion 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 or Trust Subordinate Companion 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 Trust Subordinate Companion Loan REMIC Distribution Accounts, the Regular Interest
Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest therein) and any REO Account (to the extent of the Trust’s interest therein),
including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s
interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred
to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Trust Subordinate Companion Loan REMIC 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).


 


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


 



    A-16-7


     


    

 


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 any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest, a Y&L Towers 



 






    A-16-8


     


    

 


VRR Interest or a Standard Highline VRR Interest), or Companion Holder;


 






    A-16-9


     


    

 


		(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 (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L
Towers VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest) 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



 






    A-16-10


     


    

 


Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and, with respect
to any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, in the case of the Directing Certificateholder,
the Holder of a majority of the Controlling Class, the Directing Holder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule
17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests
of any Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest
or a Standard Highline VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any


 



    A-16-11


     


    

 


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 (including, for the avoidance of doubt, any Holders of the VRR Interest, the Y&L Towers VRR
Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders)
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 the Trust Subordinate Companion 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 or Holder of Loan-Specific
Certificates, in any such case, without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion
Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be 



 






    A-16-12


     


    

 


considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans 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, the Trust Subordinate Companion 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 (solely for the purposes of this calculation, if such right is being
exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still an asset of the Trust, then such Mortgage Loan
will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate Companion
Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate Companion Loans as of
the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class B and
Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans,
the Trust Subordinate Companion 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


 



    A-16-13


     


    

 


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, the Mortgage Loans
or the Trust Subordinate Companion Loans.


 




    A-16-14


     


    

  




IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class NR Certificate to be duly executed.


 




	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  


Dated:
November [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class NR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
November [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  




    A-16-15


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class NR Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


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


 


Date:
_________________


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





 




    A-16-16


     


    

 


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-16-17


     


    

 


EXHIBIT A-17


 


CSAIL 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, 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 RISK RETENTION CONSULTATION PARTY, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES
LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS, AND ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED,
SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY
RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS A
“RESIDUAL INTEREST” IN FOUR “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE


 



    A-17-1


     


    

 


SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS,
INSTITUTIONS THAT ARE NOT U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT,
AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER
THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A
BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY
PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY
INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES
ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE
ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH
PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR
AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE
IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS
CERTIFICATE REPRESENTS MULTIPLE “NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c),
AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY
SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY
ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE
AS SPECIFIED IN TREASURY REGULATIONS.


 




    A-18-2


     


    

 


CSAIL 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS R


 


	Percentage Interest: N/A	 	 
	 	 	 
	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in November 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2017, the date that would have been its Due Date in November 2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).	 	 
	 	 	 


	
        CUSIP: 12595J BJ21

                      12595J BK92

                      U22895 AS23
        

         
	 	 
	
        ISIN:     US12595JBJ254

                      US12595JBK975

                      USU22895AS296

        
	 	 
	 	 	 
	No.: R-1	 	 


 


This certifies that [           ] is
the registered owner of an interest in a Trust Fund, including the distributions to be made with respect to the Class R Certificates.
The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial
and multifamily properties and subordinate interests in two subordinate companion loans (the “Trust Subordinate Companion
Loans”) held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage
Loans and the Trust Subordinate Companion 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


 





 



 


		1	For
                                         Rule 144A Certificates



 


		2	For
                                         IAI Certificates



 


		3	For
                                         Regulation S Certificates



 


		4	For
                                         Rule 144A Certificates



 


		5	For
                                         IAI Certificates



 


		6	For
                                         Regulation S Certificates




 



    A-18-3


     


    

 


hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D, Class E, Class F, Class
NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class UES-A, Class UES-B, Class
UES-C, Class UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class V1-UESA, Class V1-UESD, Class V2-UES,
Class V1-STNA, Class V1-STNC, Class V2-STN and Class Z Certificates (together with the Class R Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital Asset Management LLC, as
Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents
a “residual interest” in four “real estate mortgage investment conduits,” as those terms are defined, respectively,
in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended.


 


Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters
person” pursuant to Treasury Regulations Section 1.860F 4(d) and “partnership representative” (within the meaning
of Section 6223 of the Code, to the extent such provision is applicable to the Trust REMICs) for each Trust REMIC, and the Certificate
Administrator is hereby irrevocably designated and shall serve as attorney in fact and agent for any such Person that is the “tax
matters person” or “partnership representative”.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the determination date of each month, commencing in December 2017 (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


 



    A-18-4


     


    

 


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(l)
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(l) 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) and the Trust Subordinate Companion
Loans, 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 and the Trust Subordinate Companion Loans due


 



    A-18-5


     


    

 


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


 


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


 



    A-18-6


     


    

 


any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 






    A-18-7


     


    

 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to
the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest), 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;



 






    A-18-8


     


    

 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L
Towers VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections
3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Holder or, in the case of the Directing Certificateholder, the Holder of a majority of the Controlling Class, the Directing Holder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status
of the Grantor Trust



 






    A-18-9


     


    

 


as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule
17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests
of any Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest
or a Standard Highline VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest, the Y&L Towers VRR


 



    A-18-10


     


    

 


Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders)
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 the Trust Subordinate Companion 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 or Holder of Loan-Specific
Certificates, in any such case, without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion
Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the


 



    A-18-11


     


    

 


effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans 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, the Trust Subordinate Companion 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 (solely for the purposes of this calculation, if such right is being
exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still an asset of the Trust, then such Mortgage Loan
will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate Companion
Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate Companion Loans as of
the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class B and
Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans,
the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


 


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to
make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of
the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 






    A-18-12


     


    

 


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, the Mortgage Loans
or the Trust Subordinate Companion Loans.


 




    A-18-13


     


    

 




 




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:
November [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class R Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
November [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  




    A-18-14


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class R Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


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


 


Date:
_________________


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





 




    A-18-15


     


    

 


DISTRIBUTION
INSTRUCTIONS


 













The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 














    A-18-16


     


    







 


EXHIBIT A-18


 


CSAIL 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS Z


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer, THE DIRECTING
HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL
SECURITIES LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 




    A-18-1


     


    

 


CSAIL 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS Z


 


	Percentage Interest: [___]%	 	 
	 	 	 
	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in November 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2017, the date that would have been its Due Date in November 2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).	 	 
	 	 	 


	
        CUSIP: 12595J CA01

                      12595J CB82

                      U22895 BA03

         
	 	 
	
        ISIN:     US12595JCA074

                      US12595JCB895

                      USU22895BA026

         
	 	 
	No.: [Z-1][Z-S-1]	 	 


 


This certifies that EIGHTFOLD
REAL ESTATE CAPITAL FUND V, L.P.is the registered owner of an interest in a Trust Fund, including the distributions to be made
with respect to the Class Z Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage
Loans secured by first liens on commercial and multifamily properties and subordinate interests in two subordinate companion loans
(the “Trust Subordinate Companion Loans”) held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was created, and the Mortgage Loans and the Trust Subordinate Companion 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


 





 



 


		1	For
                                         Rule 144A Certificates



 


		2	For
                                         IAI Certificates



 


		3	For
                                         Regulation S Certificates



 


		4	For
                                         Rule 144A Certificates



 


		5	For
                                         IAI Certificates



 


		6	For
                                         Regulation S Certificates



 




    A-18-2


     


    

 


Servicing Agreement and is bound thereby. In the event that there is
any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision
of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement
are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class B,
Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A,
Class V2-Z, Class UES-A, Class UES-B, Class UES-C, Class UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X, Class STN-C,
Class V1-UESA, Class V1-UESD, Class V2-UES, Class V1-STNA, Class V1-STNC, Class V2-STN and Class R Certificates (together with
the Class Z Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein
as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital Asset Management LLC, as
Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents
a beneficial ownership of Excess Interest and the Excess Interest Distribution Account. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the determination date of each month, commencing in December 2017 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to
such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of
the aggregate amount, if any, allocable to the Class Z Certificates for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made (a) by wire
transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions


 



    A-18-3


     


    

 


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(l)
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(l) 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) and the Trust Subordinate Companion
Loans, 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 and the Trust Subordinate Companion 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 and the Trust Subordinate Companion 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


 



    A-18-4


     


    

 


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


 


This Certificate does not
purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator and Trustee.


 


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 






    A-18-5


     


    

 


		(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
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest), 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;



 






    A-18-6


     


    

 


		(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 (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L
Towers VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections
3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Holder or, in the case of the Directing Certificateholder, the Holder of a majority of the Controlling Class, the Directing Holder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status
of the Grantor Trust



 






    A-18-7


     


    

 


as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule
17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests
of any Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest
or a Standard Highline VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest, the Y&L Towers VRR


 



    A-18-8


     


    

 


Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders)
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 the Trust Subordinate Companion 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 or Holder of Loan-Specific
Certificates, in any such case, without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion
Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the


 



    A-18-9


     


    

 


effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans 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, the Trust Subordinate Companion 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 (solely for the purposes of this calculation, if such right is being
exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still an asset of the Trust, then such Mortgage Loan
will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate Companion
Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate Companion Loans as of
the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class B and
Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans,
the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


 


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to
make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of
the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 






    A-18-10


     


    

 


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


 




    A-18-11


     


    

 




 




IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class Z Certificate to be duly executed.


 




	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  


Dated:
November [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class Z  Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
November [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  




    A-18-12


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class Z Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


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


 


Date:
_________________


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





 




    A-18-13


     


    

 


DISTRIBUTION
INSTRUCTIONS


 













The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 














    A-18-14


     


    

 




 


EXHIBIT
A-19


 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS v1-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 RISK RETENTION CONSULTATION PARTY, 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.


 


IN
ADDITION, SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER
CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP OF CERTIFICATES, MAY


 


 



 


1     Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2     Global
Certificate legend.


 






    A-19-1


     


    

 


BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES,
PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


THIS
CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT
CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED.


 



    A-19-2


     


    

 


CSAIL
2017-CX10 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-A


 


	Class V1-A Pass-Through
    Rate:  N/A.  The Class V1-A Certificates will not have a Pass-Through Rate, but will be entitled
    to receive the Class V1-A Percentage Interest of the sum of the interest distributable on the Class A-1, Class A-2, Class
    A-SB, Class A-3, Class A-4, Class A-5, Class X-A and Class A-S Regular Interests.	 	CUSIP:  12595J
                           BL7

         

        ISIN:     US12595JBL70

         

	 	 	 
	Original Aggregate
    Certificate Balance of the Class V1-A Certificates: N/A	 	 
	 	 	 
	
        The
        original aggregate Certificate Balance of the Class V1-A Certificates is equal to the aggregate Certificate Balance of
        the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A and Class A-S Regular Interests on the
        Closing Date (without giving effect to any exchanges on the Closing Date).

        	 	Initial Certificate
    Balance of this Certificate as of the Closing Date:  $0 (subject to exchanges for another Exchangeable Group of
    Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)
	 	 	 
	First Distribution Date: December 15, 2017	 	Cut-Off Date:  With respect to each
    Mortgage Loan, the Due Date in November 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first
    Due Date after November 2017, the date that would have been its Due Date in November 2017 under the terms of that Mortgage
    Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	 	 	No.: V1-A-[_]


  


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 V1-A
Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial and multifamily properties and subordinate interests in two subordinate companion loans (the “Trust Subordinate
Companion Loans”) held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and
the Mortgage Loans and the Trust Subordinate Companion 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


 






    A-19-3


     


    

 


Certificate shall be superseded
to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D,
Class E, Class F, Class NR, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class
UES-A, Class UES-B, Class UES-C, Class UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class V1-UESA,
Class V1-UESD, Class V2-UES, Class V1-STNA, Class V1-STNC, Class V2-STN, Class R and Class Z Certificates (together with the Class V1-A
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital
Asset Management LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of multiple “regular interests” in a “real estate mortgage investment
conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986,
as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate
in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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 V1-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 V1-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


 






    A-19-4


     


    

 


close of business on each Record Date, which will be the close of business
on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are
required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder provided the Certificate Administrator with written
wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(l) 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(l) 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) and
the Trust Subordinate Companion Loans, 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 and the Trust Subordinate Companion 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


 






    A-19-5


     


    

 


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


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent
of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes
whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar
shall be affected by any notice to the contrary.


 



    A-19-6


     


    

 


The
Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent
of any of the Certificateholders or the Companion Holders:


 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest), as evidenced in writing
                                         by an Opinion of Counsel at the expense of the party requesting such amendment or as
                                         evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such
                                         amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline
                                         VRR Interest), 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 



 



    A-19-7


     


    

 


	 	 	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
                                         (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers
                                         VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu
                                         Companion Loan not consenting to such revision or addition, as evidenced in writing by
                                         an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
                                         by a Rating Agency Confirmation from each of the Rating Agencies with respect to such
                                         amendment or supplement and confirmation of the applicable rating agencies that such
                                         action will not result in the downgrade, withdrawal or qualification of its then-current
                                         ratings of any class of Serviced Companion Loan Securities, if any (provided that
                                         such rating agency confirmation may be considered satisfied in the same manner as any
                                         Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest) not consenting to
                                         such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded
Loan, as to the Directing Holder or, in the case of the Directing Certificateholder, the Holder of a majority of the Controlling
Class, the Directing Holder, 



 



    A-19-8


     


    

 


	 	 	determine that the commercial mortgage backed securities
                                         industry standard for such provisions has changed, in order to conform to such industry
                                         standard, (b) such modification does not adversely affect the status of any Trust REMIC
                                         as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions
                                         of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
                                         a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
                                         Securities, the applicable rating agencies have delivered a confirmation that such action
                                         will not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         (provided that such rating agency confirmation may be considered satisfied in
                                         the same manner as any Rating Agency Confirmation may be considered satisfied with respect
                                         to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders (including, for
                                         the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest
                                         or a Standard Highline VRR Interest), as evidenced by (x) an Opinion of Counsel
                                         or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
                                         each Rating Agency rating such Certificates; and provided, further, that
                                         the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information
                                         Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
                                         3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall
                                         post such notice to the Certificate Administrator’s Website;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 



    A-19-9


     


    

 


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 (including, for the avoidance of doubt, any Holders of the VRR Interest,
the Y&L Towers VRR Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect
the rights of such Certificateholders) 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 the Trust Subordinate Companion 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 or Holder of Loan-Specific Certificates, in any such case, without the consent
                                         of the Holders of all Certificates of such Class then-outstanding or such Companion Holders,
                                         as applicable; or



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary under the
                                         Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any Serviced Companion Loan Securities, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the related Intercreditor Agreement, the consent of the holder of any AB Subordinate
                                         Companion Loan for each Serviced AB Whole Loan.



 



    A-19-10


     


    

 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate
Companion Loans 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, the Trust Subordinate Companion 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 (solely for the purposes
of this calculation, if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still
an asset of the Trust, then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of
Mortgage Loans and Trust Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans
and Trust Subordinate Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms
of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the


 






    A-19-11


     


    

 


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,
the Mortgage Loans or the Trust Subordinate Companion Loans.


 



    A-19-12


     


    

  


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class V1-A Certificate to be duly executed.


 


Dated:
November [__], 2017


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in
    its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	
	 	 	Authorized Signatory
	 	 	 






 


Certificate
of Authentication


 


This
is one of the Class V1-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
November [__], 2017


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	
	 	 	Authorized
    Signatory





 



    A-19-13


     


    

 


EXHIBIT
A-20


 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS v1-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 RISK RETENTION CONSULTATION PARTY, 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.


 


IN
ADDITION, SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER
CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP OF CERTIFICATES, MAY


 





 



 


1     Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2     Global
Certificate legend.



 



    A-20-1


     


    

 


BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES,
PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


THIS
CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF MULTIPLE “REGULAR INTERESTS” 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-20-2


     


    

 


CSAIL
2017-CX10 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-B


 


	Class V1-B
    Pass-Through Rate:  N/A.  The Class V1-B Certificates will not have a Pass-Through Rate, but will
    be entitled to receive the Class V1-B Percentage Interest of the sum of the interest distributable on the Class X-B, Class
    B and Class C Regular Interests.	 	CUSIP:  12595J
                                         BN3

         

        ISIN:      US12595JBN37

         

	 	 	 
	Original
                                       Aggregate Certificate Balance of the Class V1-B Certificates: N/A

         

        The
        original aggregate Certificate Balance of the Class V1-B Certificates is equal to the aggregate Certificate Balance of
        the Class X-B, Class B and Class C Regular Interests on the Closing Date (without giving effect to any exchanges on the
        Closing Date).

         
	 	Initial Certificate
    Balance of this Certificate as of the Closing Date:  $0 (subject to exchanges for another Exchangeable Group of
    Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)
	 	 	 
	First Distribution Date: December 15, 2017	 	Cut-Off Date:  With respect to each
    Mortgage Loan, the Due Date in November 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first
    Due Date after November 2017, the date that would have been its Due Date in November 2017 under the terms of that Mortgage
    Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	 	 	No.: V1-B-[__]


  


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 V1-B
Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial and multifamily properties and subordinate interests in two subordinate companion loans (the “Trust Subordinate
Companion Loans”) held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and
the Mortgage Loans and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of
this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded
to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5,


 






    A-20-3


     


    

 


Class A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D,
Class E, Class F, Class NR, Class V1-A, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class
UES-A, Class UES-B, Class UES-C, Class UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class V1-UESA,
Class V1-UESD, Class V2-UES, Class V1-STNA, Class V1-STNC, Class V2-STN, Class R and Class Z Certificates (together with the Class V1-B
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital
Asset Management LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of multiple “regular interests” in a “real estate mortgage investment
conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986,
as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate
in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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 V1-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 V1-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.


 






    A-20-4


     


    

 


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(l) 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(l) 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) and
the Trust Subordinate Companion Loans, 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 and the Trust Subordinate Companion 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


 






    A-20-5


     


    

 


with respect to the Mortgage Loans and the Trust
Subordinate Companion 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 or Trust Subordinate Companion 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 Trust Subordinate Companion
Loan REMIC Distribution Accounts, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest therein) and any REO Account (to
the extent of the Trust’s interest therein), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Trust Subordinate
Companion Loan REMIC 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).


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent
of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes
whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar
shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations


 






    A-20-6


     


    

 


Reviewer, the Certificate Administrator and the Trustee, without the consent
of any of the Certificateholders or the Companion Holders:


 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest), as evidenced in writing
                                         by an Opinion of Counsel at the expense of the party requesting such amendment or as
                                         evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such
                                         amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline
                                         VRR Interest), 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 



 



    A-20-7


     


    

 


	 	 	federal
                                         tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S.
                                         Tax Person;



 


		(vi)	to
                                         revise or add any other provisions with respect to matters or questions arising under
                                         the Pooling and Servicing Agreement or any other change; provided that the required
                                         action shall not adversely affect in any material respect the interests of any Certificateholder
                                         (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers
                                         VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu
                                         Companion Loan not consenting to such revision or addition, as evidenced in writing by
                                         an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
                                         by a Rating Agency Confirmation from each of the Rating Agencies with respect to such
                                         amendment or supplement and confirmation of the applicable rating agencies that such
                                         action will not result in the downgrade, withdrawal or qualification of its then-current
                                         ratings of any class of Serviced Companion Loan Securities, if any (provided that
                                         such rating agency confirmation may be considered satisfied in the same manner as any
                                         Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest) not consenting to
                                         such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded
Loan, as to the Directing Holder or, in the case of the Directing Certificateholder, the Holder of a majority of the Controlling
Class, the Directing Holder, determine that the commercial mortgage backed securities industry 



 



    A-20-8


     


    

 


	 	 	standard
                                         for such provisions has changed, in order to conform to such industry standard, (b) such
                                         modification does not adversely affect the status of any Trust REMIC as a REMIC or the
                                         status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
                                         as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating
                                         Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
                                         the applicable rating agencies have delivered a confirmation that such action will not
                                         result in the downgrade, withdrawal or qualification of its then-current ratings (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders (including, for
                                         the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest
                                         or a Standard Highline VRR Interest), as evidenced by (x) an Opinion of Counsel
                                         or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
                                         each Rating Agency rating such Certificates; and provided, further, that
                                         the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information
                                         Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
                                         3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall
                                         post such notice to the Certificate Administrator’s Website;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 



    A-20-9


     


    

 


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 (including, for the avoidance of doubt, any Holders of the VRR Interest,
the Y&L Towers VRR Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect
the rights of such Certificateholders) 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 the Trust Subordinate Companion 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 or Holder of Loan-Specific Certificates, in any such case, without the consent
                                         of the Holders of all Certificates of such Class then-outstanding or such Companion Holders,
                                         as applicable; or



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary under the
                                         Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any Serviced Companion Loan Securities, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the related Intercreditor Agreement, the consent of the holder of any AB Subordinate
                                         Companion Loan for each Serviced AB Whole Loan.



 



    A-20-10


     


    

 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate
Companion Loans 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, the Trust Subordinate Companion 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 (solely for the purposes
of this calculation, if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still
an asset of the Trust, then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of
Mortgage Loans and Trust Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans
and Trust Subordinate Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms
of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the


 






    A-20-11


     


    

 


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,
the Mortgage Loans or the Trust Subordinate Companion Loans.


 



    A-20-12


     


    




 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class V1-B Certificate to be duly executed.


 


Dated:
November [__], 2017


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in
    its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	
	 	 	Authorized Signatory





 


Certificate
of Authentication


 


This
is one of the Class V1-B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
November [__], 2017


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	
	 	 	Authorized
    Signatory


 



    A-20-13


     


    




 


EXHIBIT
A-21


 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS V1-D CERTIFICATE


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST
HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE
DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE INITIAL 


 


 






 


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-21-1


     


    

 


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.


 


IN
ADDITION, SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER
CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES,
PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


THIS
CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF 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-21-2


     


    

 


CSAIL
2017-CX10 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-D


 


	Class V1-D Pass-Through
    Rate:  N/A.  The Class V1-D Certificates will not have a Pass-Through Rate, but will be entitled
    to receive the Class V1-D Percentage Interest of the interest distributable on the Class D Regular Interest.	 	CUSIP:    12595J
                           BQ64

                           12595J BR45

                           U22895 AV56

         

        ISIN:        US12595JBQ677

        US12595JBR418

        USU22895AV579

        

	 	 	 
	Original
                                       Aggregate Certificate Balance of the Class V1-D Certificates: N/A

         

        The
        original aggregate Certificate Balance of the Class V1-D Certificates is equal to the aggregate Certificate Balance of
        the Class D Regular Interest on the Closing Date (without giving effect to any exchanges on the Closing Date).

        
	 	Initial Certificate
    Balance of this Certificate as of the Closing Date:  $0 (subject to exchanges for another Exchangeable Group of
    Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)
	 	 	 
	First Distribution Date: December 15, 2017	 	Cut-Off Date:  With respect to each
    Mortgage Loan, the Due Date in November 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first
    Due Date after November 2017, the date that would have been its Due Date in November 2017 under the terms of that Mortgage
    Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	 	 	No.: V1-D-[__]


  


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 V1-D
Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial and multifamily properties and subordinate interests in two subordinate companion loans (the “Trust Subordinate
Companion Loans”) held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and
the Mortgage


 





 



 


4 For Rule 144A Certificates 


 


5 For IAI Certificates


 


6 For Regulation S Certificates 


 


7 For Rule 144A Certificates


 


8 For IAI Certificates


 


9 For Regulation S Certificates


 





    A-21-3


     


    

 


Loans and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of
this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded
to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D,
Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class
UES-A, Class UES-B, Class UES-C, Class UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class V1-UESA,
Class V1-UESD, Class V2-UES, Class V1-STNA, Class V1-STNC, Class V2-STN, Class R and Class Z Certificates (together with the Class V1-D
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital
Asset Management LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,”
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate
in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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 V1-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 V1-D


 






    A-21-4


     


    

 


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.


 


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(l) 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(l) 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) and
the Trust Subordinate Companion Loans, 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 and the Trust Subordinate Companion Loans due


 






    A-21-5


     


    

 


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


 


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


 






    A-21-6


     


    

 


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-21-7


     


    

 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest), as evidenced in writing
                                         by an Opinion of Counsel at the expense of the party requesting such amendment or as
                                         evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such
                                         amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline
                                         VRR Interest), 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;



 



    A-21-8


     


    

 


		(vi)	to
                                         revise or add any other provisions with respect to matters or questions arising under
                                         the Pooling and Servicing Agreement or any other change; provided that the required
                                         action shall not adversely affect in any material respect the interests of any Certificateholder
                                         (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers
                                         VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu
                                         Companion Loan not consenting to such revision or addition, as evidenced in writing by
                                         an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
                                         by a Rating Agency Confirmation from each of the Rating Agencies with respect to such
                                         amendment or supplement and confirmation of the applicable rating agencies that such
                                         action will not result in the downgrade, withdrawal or qualification of its then-current
                                         ratings of any class of Serviced Companion Loan Securities, if any (provided that
                                         such rating agency confirmation may be considered satisfied in the same manner as any
                                         Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest) not consenting to
                                         such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded
Loan, as to the Directing Holder or, in the case of the Directing Certificateholder, the Holder of a majority of the Controlling
Class, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust 



 



    A-21-9


     


    

 


	 	 	as
                                         a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
                                         of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and,
                                         with regard to any class of Serviced Companion Loan Securities, the applicable rating
                                         agencies have delivered a confirmation that such action will not result in the downgrade,
                                         withdrawal or qualification of its then-current ratings (provided that such rating
                                         agency confirmation may be considered satisfied in the same manner as any Rating Agency
                                         Confirmation may be considered satisfied with respect to the Certificates pursuant to
                                         Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders (including, for
                                         the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest
                                         or a Standard Highline VRR Interest), as evidenced by (x) an Opinion of Counsel
                                         or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
                                         each Rating Agency rating such Certificates; and provided, further, that
                                         the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information
                                         Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
                                         3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall
                                         post such notice to the Certificate Administrator’s Website;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest,
the Y&L Towers VRR


 






    A-21-10


     


    

 


Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect
the rights of such Certificateholders) 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 the Trust Subordinate Companion 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 or Holder of Loan-Specific Certificates, in any such case, without the consent
                                         of the Holders of all Certificates of such Class then-outstanding or such Companion Holders,
                                         as applicable; or



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary under the
                                         Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any Serviced Companion Loan Securities, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the related Intercreditor Agreement, the consent of the holder of any AB Subordinate
                                         Companion Loan for each Serviced AB Whole Loan.



 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the


 






    A-21-11


     


    

 


effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate
Companion Loans 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, the Trust Subordinate Companion 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 (solely for the purposes
of this calculation, if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still
an asset of the Trust, then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of
Mortgage Loans and Trust Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans
and Trust Subordinate Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms
of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 



    A-21-12


     


    

 


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,
the Mortgage Loans or the Trust Subordinate Companion Loans.


 



    A-21-13


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class V1-D Certificate to be duly executed.


 


Dated:
November [__], 2017


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in
    its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	
	 	 	Authorized Signatory





 


Certificate
of Authentication


 


This
is one of the Class V1-D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
November [__], 2017


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	
	 	 	Authorized
    Signatory


 






    A-21-14


     


    




  


EXHIBIT
A-22


 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS V1-E CERTIFICATE


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST
HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE INITIAL


 


 



 


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-22-1


     


    

 


PURCHASERS OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL
SECURITIES LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
WILL BE MET WITH


 






    A-22-2


     


    

 


RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE,
OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION,
HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


IN
ADDITION, SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER
CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES,
PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


THIS
CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF MULTIPLE “REGULAR INTERESTS” 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-22-3


     


    

 


CSAIL
2017-CX10 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-E





	 	 	 
	Class V1-E
    Pass-Through Rate:  N/A.  The Class V1-E Certificates will not have a Pass-Through Rate, but will
    be entitled to receive the Class V1-E Percentage Interest of the sum of the interest distributable on the Class X-E and Class
    E Regular Interests.	 	CUSIP:    12595J
                                         BS24

                                         12595J BT05

                                         U22895 AW36

         

        ISIN:        US12595JBS247

        US12595JBT078

        USU22895AW319

        

	 	 	 
	Original
                                       Aggregate Certificate Balance of the Class V1-E Certificates: N/A

         

        The
        original aggregate Certificate Balance of the Class V1-E Certificates is equal to the aggregate Certificate Balance of
        the Class X-E and Class E Regular Interests on the Closing Date (without giving effect to any exchanges on the Closing
        Date).

         
	 	Initial Certificate
    Balance of this Certificate as of the Closing Date:  $0 (subject to exchanges for another Exchangeable Group of
    Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)
	 	 	 
	First Distribution Date: December 15, 2017	 	Cut-Off Date:  With respect to each
    Mortgage Loan, the Due Date in November 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first
    Due Date after November 2017, the date that would have been its Due Date in November 2017 under the terms of that Mortgage
    Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	 	 	No.: V1-E-[__]


 


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 V1-E
Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial and multifamily properties and subordinate interests in two


 


 









 


4
For Rule 144A Certificates 


 


5
For IAI Certificates 


 


6
For Regulation S Certificates


 


7
For Rule 144A Certificates 


 


8
For IAI Certificates


 


9
For Regulation S Certificates


  






    A-22-4


     


    

 


subordinate companion loans (the “Trust Subordinate
Companion Loans”) held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and
the Mortgage Loans and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of
this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded
to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D,
Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class
UES-A, Class UES-B, Class UES-C, Class UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class V1-UESA,
Class V1-UESD, Class V2-UES, Class V1-STNA, Class V1-STNC, Class V2-STN, Class R and Class Z Certificates (together with the Class V1-E
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital
Asset Management LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of multiple “regular interests” in a “real estate mortgage investment
conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986,
as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate
in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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 V1-E
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class V1-E


 






    A-22-5


     


    

 


Certificates is the calendar month immediately preceding the month in which such Distribution Date occurs and is assumed to consist
of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are
required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder provided the Certificate Administrator with written
wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(l) 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(l) 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) and
the Trust Subordinate Companion Loans, 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 and the Trust Subordinate Companion Loans due


 






    A-22-6


     


    

 


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


 


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


 






    A-22-7


     


    

 


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-22-8


     


    

 


		(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 (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest), as evidenced in writing
                                         by an Opinion of Counsel at the expense of the party requesting such amendment or as
                                         evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such
                                         amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline
                                         VRR Interest), 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;



 



    A-22-9


     


    

 


		(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
                                         (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers
                                         VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu
                                         Companion Loan not consenting to such revision or addition, as evidenced in writing by
                                         an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
                                         by a Rating Agency Confirmation from each of the Rating Agencies with respect to such
                                         amendment or supplement and confirmation of the applicable rating agencies that such
                                         action will not result in the downgrade, withdrawal or qualification of its then-current
                                         ratings of any class of Serviced Companion Loan Securities, if any (provided that
                                         such rating agency confirmation may be considered satisfied in the same manner as any
                                         Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest) not consenting to
                                         such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded
Loan, as to the Directing Holder or, in the case of the Directing Certificateholder, the Holder of a majority of the Controlling
Class, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust 



 



    A-22-10


     


    

 


	 	 	as a grantor trust under the relevant provisions
                                         of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
                                         a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
                                         Securities, the applicable rating agencies have delivered a confirmation that such action
                                         will not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         (provided that such rating agency confirmation may be considered satisfied in
                                         the same manner as any Rating Agency Confirmation may be considered satisfied with respect
                                         to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders (including, for
                                         the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest
                                         or a Standard Highline VRR Interest), as evidenced by (x) an Opinion of Counsel
                                         or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
                                         each Rating Agency rating such Certificates; and provided, further, that
                                         the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information
                                         Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
                                         3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall
                                         post such notice to the Certificate Administrator’s Website;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest,
the Y&L Towers VRR


 






    A-22-11


     


    

 


Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect
the rights of such Certificateholders) 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 the Trust Subordinate Companion 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 or Holder of Loan-Specific Certificates, in any such case, without the consent
                                         of the Holders of all Certificates of such Class then-outstanding or such Companion Holders,
                                         as applicable; or



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary under the
                                         Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any Serviced Companion Loan Securities, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the related Intercreditor Agreement, the consent of the holder of any AB Subordinate
                                         Companion Loan for each Serviced AB Whole Loan.



 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the


 






    A-22-12


     


    

 


effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate
Companion Loans 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, the Trust Subordinate Companion 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 (solely for the purposes
of this calculation, if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still
an asset of the Trust, then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of
Mortgage Loans and Trust Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans
and Trust Subordinate Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms
of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 



    A-22-13


     


    

 


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,
the Mortgage Loans or the Trust Subordinate Companion Loans.


 



    A-22-14


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class V1-E Certificate to be duly executed.


 


Dated:
November [__], 2017


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in
    its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	
	 	 	Authorized Signatory





 


Certificate
of Authentication


 


This
is one of the Class V1-E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
November [__], 2017


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	
	 	 	Authorized
    Signatory








 



    A-22-15


     


    




 


EXHIBIT
A-23


 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS V1-F CERTIFICATE


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST
HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE INITIAL


 





 



 


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-23-1 


     


    

 


PURCHASERS OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-”U.S. PERSON” IN AN
“OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S
UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
WILL BE MET WITH


 






    A-23-2 


     


    

 


RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE,
OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION,
HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


IN
ADDITION, SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER
CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES,
PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


THIS
CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF MULTIPLE “REGULAR INTERESTS” 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-23-3 


     


    

 


CSAIL
2017-CX10 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-F


 


	Class
    V1-F Pass-Through Rate: N/A. The Class V1-F Certificates will not have a Pass-Through Rate, but will be entitled to receive
    the Class V1-F Percentage Interest of the sum of the interest distributable on the Class F and Class NR Regular Interests.	 	CUSIP:    12595J
                                         BU74

                                         12595J BV55

                                         U22895 AX16

         

        ISIN:       US12595JBU797

        US12595JBV528

        USU22895AX149

         

	Original
                                         Aggregate Certificate Balance of the Class V1-F Certificates: N/A

         

        The
        original aggregate Certificate Balance of the Class V1-F Certificates is equal to the aggregate Certificate Balance of
        the Class F and Class NR Regular Interests on the Closing Date (without giving effect to any exchanges on the Closing
        Date).

         
	 	Initial
    Certificate Balance of this Certificate as of the Closing Date: $0 (subject to exchanges for another Exchangeable Group of
    Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)
	First
    Distribution Date: December 15, 2017	 	Cut-Off
    Date: With respect to each Mortgage Loan, the Due Date in November 2017 for that Mortgage Loan (or, in the case of any Mortgage
    Loan that has its first Due Date after November 2017, the date that would have been its Due Date in November 2017 under the
    terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	No.:
    V1-F-[__]


 


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 V1-F Certificates. The Trust Fund, described more fully below, consists primarily of a pool
of Mortgage Loans secured by first liens on commercial and multifamily properties and subordinate interests in two


 





 



 





4      For
Rule 144A Certificates


 


5      For
IAI Certificates


 


6      For
Regulation S Certificates


 


7      For
Rule 144A Certificates


 


8      For
IAI Certificates


 


9      For
Regulation S Certificates


 






    A-23-4 


     


    

 


subordinate
companion loans (the “Trust Subordinate Companion Loans”) held in trust by the Trustee and serviced by the
Master Servicer. The Trust Fund was created, and the Mortgage Loans and the Trust Subordinate Companion Loans are to be serviced,
pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance
hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event
that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and
Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E,
Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-Z,
Class V2-A, Class V2-Z, Class UES-A, Class UES-B, Class UES-C, Class UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X,
Class STN-C, Class V1-UESA, Class V1-UESD, Class V2-UES, Class V1-STNA, Class V1-STNC, Class V2-STN, Class R and Class Z Certificates
(together with the Class V1-F Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital
Asset Management LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents (i) beneficial ownership of multiple “regular interests” 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 and (ii) a beneficial interest in the Excess Interest and proceeds thereof in the Excess Interest Distribution Account.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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
V1-F Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest


 






    A-23-5 


     


    

 


Accrual Period” with respect to any Distribution Date and with respect to the Class V1-F Certificates
is the calendar month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are
required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder provided the Certificate Administrator with written
wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(l) 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(l) 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) and
the Trust Subordinate Companion Loans, 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


 






    A-23-6 


     


    

 


collections in respect of the Mortgage Loans and the Trust Subordinate Companion 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 and the Trust
Subordinate Companion 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 or Trust Subordinate Companion 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 Trust Subordinate Companion
Loan REMIC Distribution Accounts, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest therein) and any REO Account (to
the extent of the Trust’s interest therein), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Trust Subordinate
Companion Loan REMIC 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).


 


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


 






    A-23-7 


     


    

 


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-23-8 


     


    

 


		(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 (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest), as evidenced in writing
                                         by an Opinion of Counsel at the expense of the party requesting such amendment or as
                                         evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such
                                         amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline
                                         VRR Interest), 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;



 






    A-23-9 


     


    

 


		(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
                                         (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers
                                         VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu
                                         Companion Loan not consenting to such revision or addition, as evidenced in writing by
                                         an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
                                         by a Rating Agency Confirmation from each of the Rating Agencies with respect to such
                                         amendment or supplement and confirmation of the applicable rating agencies that such
                                         action will not result in the downgrade, withdrawal or qualification of its then-current
                                         ratings of any class of Serviced Companion Loan Securities, if any (provided that
                                         such rating agency confirmation may be considered satisfied in the same manner as any
                                         Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest) not consenting to
                                         such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded
Loan, as to the Directing Holder or, in the case of the Directing Certificateholder, the Holder of a majority of the Controlling
Class, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust 



 






    A-23-10 


     


    

 


			as
a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);




 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders (including, for
                                         the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest
                                         or a Standard Highline VRR Interest), as evidenced by (x) an Opinion of Counsel or (y)
                                         if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
                                         Agency rating such Certificates; and provided, further, that the Certificate
                                         Administrator shall give notice of any such amendment to the 17g-5 Information Provider
                                         for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
                                         of the Pooling and Servicing Agreement and the Certificate Administrator shall post such
                                         notice to the Certificate Administrator’s Website;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest,
the Y&L Towers VRR 


 






    A-23-11 


     


    

 


Interest or the Standard Highline
VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders) 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 the Trust Subordinate Companion 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 or Holder of Loan-Specific Certificates, in any such case, without the consent
                                         of the Holders of all Certificates of such Class then-outstanding or such Companion Holders,
                                         as applicable; or



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary under the
                                         Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any Serviced Companion Loan Securities, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the related Intercreditor Agreement, the consent of the holder of any AB Subordinate
                                         Companion Loan for each Serviced AB Whole Loan.



 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the


 






    A-23-12 


     


    

 


effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate
Companion Loans 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, the Trust Subordinate Companion 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 (solely for the purposes
of this calculation, if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still
an asset of the Trust, then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of
Mortgage Loans and Trust Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans
and Trust Subordinate Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms
of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 






    A-23-13 


     


    

 


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,
the Mortgage Loans or the Trust Subordinate Companion Loans.


 




    A-23-14 


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class V1-F Certificate to be duly executed.


 


Dated:
November [__], 2017


	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory









 


Certificate
of Authentication


 


This
is one of the Class V1-F Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
November [__], 2017


	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual
capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 




    A-23-15 


     


    

 


EXHIBIT
A-24


 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS V1-Z CERTIFICATE


 


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 RISK RETENTION CONSULTATION PARTY, 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


 






    A-24-1 


     


    

 


RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS CERTIFICATE.


 


IN
ADDITION, SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER
CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES,
PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 




    A-24-2 


     


    

 


CSAIL
2017-CX10 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-Z


 


	Class
    V1-Z Pass-Through Rate: N/A. The Class V1-Z Certificates will not have a Pass-Through Rate, but will be entitled to receive
    the Class V1-Z Percentage Interest of the sum of the interest distributable on the Class Z Certificates.	 	CUSIP:     12595J
                                         BW31

                                         12595J BX12

                                         U22895 AY13

         

        ISIN:        US12595JBW364

US12595JBX195

USU22895AY966 

	Original
                                         Percentage Interest of the Class V1-Z Certificates: 100%

         
	 	Initial
    Certificate Balance of this Certificate as of the Closing Date: $0 (subject to exchanges for another Exchangeable Group of
    Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)
	First
    Distribution Date: December 15, 2017	 	Cut-Off
    Date: With respect to each Mortgage Loan, the Due Date in November 2017 for that Mortgage Loan (or, in the case of any Mortgage
    Loan that has its first Due Date after November 2017, the date that would have been its Due Date in November 2017 under the
    terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	No.:
    V1-Z-[__]


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 V1-Z Certificates. The Trust Fund, described more fully below, consists primarily of a pool
of Mortgage Loans secured by first liens on commercial and multifamily properties and subordinate interests in two subordinate
companion loans (the “Trust Subordinate Companion Loans”) held in trust by the


 










 



 


1 For
Rule 144A Certificates


 


2 For
IAI Certificates


 


3 For
Regulation S Certificates


 


4 For
Rule 144A Certificates


 


5 For
IAI Certificates


 


6 For Regulation
S Certificates



 






    A-24-3 


     


    

 


Trustee and serviced by the
Master Servicer. The Trust Fund was created, and the Mortgage Loans and the Trust Subordinate Companion Loans are to be serviced,
pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance
hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event
that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and
Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E,
Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F,
Class V2-A, Class V2-Z, Class UES-A, Class UES-B, Class UES-C, Class UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X,
Class STN-C, Class V1-UESA, Class V1-UESD, Class V2-UES, Class V1-STNA, Class V1-STNC, Class V2-STN, Class R and Class Z Certificates
(together with the Class V1-Z Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital
Asset Management LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate
in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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
V1-Z 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 V1-Z Certificates
is the calendar month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons
in whose names the Certificates are registered at the


 






    A-24-4 


     


    

 


close of business on each Record Date, which will be the close of business
on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are
required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder provided the Certificate Administrator with written
wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(l) 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(l) 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) and
the Trust Subordinate Companion Loans, 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 and the Trust Subordinate Companion 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


 






    A-24-5 


     


    

 


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


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent
of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes
whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar
shall be affected by any notice to the contrary.


 






    A-24-6 


     


    

 


The
Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent
of any of the Certificateholders or the Companion Holders:


 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest), as evidenced in writing
                                         by an Opinion of Counsel at the expense of the party requesting such amendment or as
                                         evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such
                                         amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline
                                         VRR Interest), 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



 






    A-24-7 


     


    

 


			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
                                         (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers
                                         VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu
                                         Companion Loan not consenting to such revision or addition, as evidenced in writing by
                                         an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
                                         by a Rating Agency Confirmation from each of the Rating Agencies with respect to such
                                         amendment or supplement and confirmation of the applicable rating agencies that such
                                         action will not result in the downgrade, withdrawal or qualification of its then-current
                                         ratings of any class of Serviced Companion Loan Securities, if any (provided that
                                         such rating agency confirmation may be considered satisfied in the same manner as any
                                         Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest) not consenting to
                                         such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded
Loan, as to the Directing Holder or, in the case of the Directing Certificateholder, the Holder of a majority of the Controlling
Class, the Directing Holder,



 






    A-24-8 


     


    

 


			determine
that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such
industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the
Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);




 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders (including, for
                                         the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest
                                         or a Standard Highline VRR Interest), as evidenced by (x) an Opinion of Counsel or (y)
                                         if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
                                         Agency rating such Certificates; and provided, further, that the Certificate
                                         Administrator shall give notice of any such amendment to the 17g-5 Information Provider
                                         for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
                                         of the Pooling and Servicing Agreement and the Certificate Administrator shall post such
                                         notice to the Certificate Administrator’s Website;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 






    A-24-9 


     


    

 


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 (including, for the avoidance of doubt, any Holders of the VRR Interest,
the Y&L Towers VRR Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect
the rights of such Certificateholders) 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 the Trust Subordinate Companion 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 or Holder of Loan-Specific Certificates, in any such case, without the consent
                                         of the Holders of all Certificates of such Class then-outstanding or such Companion Holders,
                                         as applicable; or



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary under the
                                         Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any Serviced Companion Loan Securities, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the related Intercreditor Agreement, the consent of the holder of any AB Subordinate
                                         Companion Loan for each Serviced AB Whole Loan.



 






    A-24-10 


     


    

 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate
Companion Loans 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, the Trust Subordinate Companion 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 (solely for the purposes
of this calculation, if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still
an asset of the Trust, then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of
Mortgage Loans and Trust Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans
and Trust Subordinate Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms
of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the


 






    A-24-11 


     


    

 


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,
the Mortgage Loans or the Trust Subordinate Companion Loans.


 




    A-24-12 


     


    

 


 IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class V1-Z Certificate to be duly executed.


 


Dated:
November [__], 2017


	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory




 


Certificate
of Authentication


 


This
is one of the Class V1-Z Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
November [__], 2017


	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual
capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory




 







    A-24-13 


     


    

 


EXHIBIT
A-25


 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS V2-A


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST
HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE INITIAL


 






 



 


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-25-1 


     


    

 


PURCHASERS OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-”U.S. PERSON” IN AN
“OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S
UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
WILL BE MET WITH


 






    A-25-2 


     


    

 


RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE,
OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION,
HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


IN
ADDITION, SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER
CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES,
PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


THIS
CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF MULTIPLE “REGULAR INTERESTS” 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-25-3 


     


    

 


CSAIL
2017-CX10 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V2-A


 


	Class
    V2-A Pass-Through Rate: N/A. The Class V2-A Certificates will not have a Pass-Through Rate, but will be entitled to receive
    the Class V2-A Percentage Interest of the sum of the interest distributable on the Regular Interests.	 	CUSIP:    12595J
                                         BY94

                                         12595J BZ65

                                         U22895 AZ66

         

        ISIN:        US12595JBY917

        US12595JBZ668

        USU22895AZ619

         

	Original
                                         Aggregate Certificate Balance of the Class V2-A Certificates: N/A

         

        The
        original aggregate Certificate Balance of the Class V2-A Certificates is equal to the aggregate of the Regular Interests
        on the Closing Date (without giving effect to any exchanges on the Closing Date).

         
	 	Initial
    Certificate Balance of this Certificate as of the Closing Date: $0 (subject to exchanges for another Exchangeable Group of
    Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)
	First
    Distribution Date: December 15, 2017	 	Cut-Off
    Date: With respect to each Mortgage Loan, the Due Date in November 2017 for that Mortgage Loan (or, in the case of any Mortgage
    Loan that has its first Due Date after November 2017, the date that would have been its Due Date in November 2017 under the
    terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	No.:
    V2-A-[__]


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 V2-A Certificates. The Trust Fund, described more fully below, consists primarily of a pool
of Mortgage Loans secured by first liens on commercial and multifamily properties and subordinate interests in two subordinate
companion loans (the “Trust Subordinate Companion Loans”) held in trust by the


 




 



 


4 For
Rule 144A Certificates


 


5 For
IAI Certificates


 


6 For
Regulation S Certificates


 


7 For
Rule 144A Certificates


 


8 For
IAI Certificates


 


9 For Regulation
S Certificates



 






    A-25-4 


     


    

 


Trustee and serviced by the
Master Servicer. The Trust Fund was created, and the Mortgage Loans and the Trust Subordinate Companion Loans are to be serviced,
pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance
hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event
that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and
Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E,
Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F,
Class V1-Z, Class V2-Z, Class UES-A, Class UES-B, Class UES-C, Class UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X,
Class STN-C, Class V1-UESA, Class V1-UESD, Class V2-UES, Class V1-STNA, Class V1-STNC, Class V2-STN, Class R and Class Z Certificates
(together with the Class V2-A Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital
Asset Management LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of multiple “regular interests” in a “real estate mortgage investment
conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986,
as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate
in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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
V2-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


 






    A-25-5 


     


    

 


Accrual Period” with respect to any Distribution Date and with respect to the Class V2-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.


 


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(l) 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(l) 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) and
the Trust Subordinate Companion Loans, 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


 






    A-25-6 


     


    

 


collections in respect of the Mortgage Loans and the Trust Subordinate Companion 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 and the Trust
Subordinate Companion 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 or Trust Subordinate Companion 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 Trust Subordinate Companion
Loan REMIC Distribution Accounts, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest therein) and any REO Account (to
the extent of the Trust’s interest therein), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Trust Subordinate
Companion Loan REMIC 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).


 


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


 






    A-25-7 


     


    

 


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-25-8 


     


    

 


		(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 (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest), as evidenced in writing
                                         by an Opinion of Counsel at the expense of the party requesting such amendment or as
                                         evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such
                                         amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline
                                         VRR Interest), 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;



 






    A-25-9 


     


    

 


		(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
                                         (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers
                                         VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu
                                         Companion Loan not consenting to such revision or addition, as evidenced in writing by
                                         an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
                                         by a Rating Agency Confirmation from each of the Rating Agencies with respect to such
                                         amendment or supplement and confirmation of the applicable rating agencies that such
                                         action will not result in the downgrade, withdrawal or qualification of its then-current
                                         ratings of any class of Serviced Companion Loan Securities, if any (provided that
                                         such rating agency confirmation may be considered satisfied in the same manner as any
                                         Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest) not consenting to
                                         such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded
Loan, as to the Directing Holder or, in the case of the Directing Certificateholder, the Holder of a majority of the Controlling
Class, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust 



 






    A-25-10 


     


    

 


			as
a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);




 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders (including, for
                                         the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest
                                         or a Standard Highline VRR Interest), as evidenced by (x) an Opinion of Counsel or (y)
                                         if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
                                         Agency rating such Certificates; and provided, further, that the Certificate
                                         Administrator shall give notice of any such amendment to the 17g-5 Information Provider
                                         for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
                                         of the Pooling and Servicing Agreement and the Certificate Administrator shall post such
                                         notice to the Certificate Administrator’s Website;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest,
the Y&L Towers VRR


 






    A-25-11 


     


    

 


Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect
the rights of such Certificateholders) 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 the Trust Subordinate Companion 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 or Holder of Loan-Specific Certificates, in any such case, without the consent
                                         of the Holders of all Certificates of such Class then-outstanding or such Companion Holders,
                                         as applicable; or



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary under the
                                         Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any Serviced Companion Loan Securities, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the related Intercreditor Agreement, the consent of the holder of any AB Subordinate
                                         Companion Loan for each Serviced AB Whole Loan.



 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the


 






    A-25-12 


     


    

 


effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate
Companion Loans 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, the Trust Subordinate Companion 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 (solely for the purposes
of this calculation, if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still
an asset of the Trust, then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of
Mortgage Loans and Trust Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans
and Trust Subordinate Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms
of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 






    A-25-13 


     


    

 


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,
the Mortgage Loans or the Trust Subordinate Companion Loans.


 




    A-25-14 


     


    

 


 IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class V2-A Certificate to be duly executed.


 


Dated:
November [__], 2017


	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory




 





Certificate
of Authentication


 


This
is one of the Class V2-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
November [__], 2017


	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Authenticating Agent
	 	 	 
	 By:		 
	 Authorized Signatory	 	




 




    A-25-15 


     


    

 


EXHIBIT
A-26


 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS V2-Z


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, 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


 






    A-22-1 


     


    

 


RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS CERTIFICATE.


 


IN
ADDITION, SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER
CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES,
PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 




    A-22-2 


     


    

 


CSAIL
2017-CX10 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V2-Z


 


	Class
    V2-Z Pass-Through Rate: N/A. The Class V2-Z Certificates will not have a Pass-Through Rate, but will be entitled to receive
    the Class V2-Z Percentage Interest of the sum of the interest distributable on the Class Z Certificates.	 	CUSIP:   12595J
                                         CC61

                                         12595J CD42

                                         U22895 BB83

         

        ISIN:       US12595JCC624

        US12595JCD455

        USU22895BB846

         

	Original
                                         Percentage Interest of the Class V2-Z Certificates: [●]%

         
	 	Initial
    Certificate Balance of this Certificate as of the Closing Date: $0 (subject to exchanges for another Exchangeable Group of
    Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)
	First
    Distribution Date: December 15, 2017	 	Cut-Off
    Date: With respect to each Mortgage Loan, the Due Date in November 2017 for that Mortgage Loan (or, in the case of any Mortgage
    Loan that has its first Due Date after November 2017, the date that would have been its Due Date in November 2017 under the
    terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	No.:
    V2-Z-[__]


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 V2-Z Certificates. The Trust Fund, described more fully below, consists primarily of a pool
of Mortgage Loans secured by first liens on commercial and multifamily properties and subordinate interests in two subordinate
companion loans (the “Trust Subordinate Companion Loans”) held in trust by the


 






 



 





1 For
Rule 144A Certificates


 


2 For
IAI Certificates


 


3 For
Regulation S Certificates


 


4 For
Rule 144A Certificates


 


5 For
IAI Certificates


 


6 For Regulation
S Certificates



 






    A-22-3 


     


    

 


Trustee and serviced by the
Master Servicer. The Trust Fund was created, and the Mortgage Loans and the Trust Subordinate Companion Loans are to be serviced,
pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance
hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event
that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and
Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E,
Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F,
Class V1-Z, Class V2-A, Class UES-A, Class UES-B, Class UES-C, Class UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X,
Class STN-C, Class V1-UESA, Class V1-UESD, Class V2-UES, Class V1-STNA, Class V1-STNC, Class V2-STN, Class R and Class Z Certificates
(together with the Class V2-Z Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital
Asset Management LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate
in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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
V2-Z 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 V2-Z Certificates
is the calendar month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 






    A-22-4 


     


    

 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are
required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder provided the Certificate Administrator with written
wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(l) 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(l) 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) and
the Trust Subordinate Companion Loans, 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 and the Trust Subordinate Companion 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


 






    A-22-5 


     


    

 


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


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent
of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes
whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset


 


 



    A-22-6 


     


    




 


Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar
shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent
of any of the Certificateholders or the Companion Holders:


 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest), as evidenced in writing
                                         by an Opinion of Counsel at the expense of the party requesting such amendment or as
                                         evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such
                                         amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline
                                         VRR Interest), 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 



 






    A-22-7 


     


    

 


			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
                                         (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers
                                         VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu
                                         Companion Loan not consenting to such revision or addition, as evidenced in writing by
                                         an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
                                         by a Rating Agency Confirmation from each of the Rating Agencies with respect to such
                                         amendment or supplement and confirmation of the applicable rating agencies that such
                                         action will not result in the downgrade, withdrawal or qualification of its then-current
                                         ratings of any class of Serviced Companion Loan Securities, if any (provided that
                                         such rating agency confirmation may be considered satisfied in the same manner as any
                                         Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest) not consenting to
                                         such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and, with 



 






    A-22-8 


     


    

 


			respect
to any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, in the case of the Directing Certificateholder,
the Holder of a majority of the Controlling Class, the Directing Holder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);




 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders (including, for
                                         the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest
                                         or a Standard Highline VRR Interest), as evidenced by (x) an Opinion of Counsel or (y)
                                         if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
                                         Agency rating such Certificates; and provided, further, that the Certificate
                                         Administrator shall give notice of any such amendment to the 17g-5 Information Provider
                                         for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
                                         of the Pooling and Servicing Agreement and the Certificate Administrator shall post such
                                         notice to the Certificate Administrator’s Website;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and


 






    A-22-9 


     


    

 


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 (including, for the avoidance of doubt, any Holders of the VRR Interest,
the Y&L Towers VRR Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect
the rights of such Certificateholders) 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 the Trust Subordinate Companion 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 or Holder of Loan-Specific Certificates, in any such case, without the consent
                                         of the Holders of all Certificates of such Class then-outstanding or such Companion Holders,
                                         as applicable; or



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary under the
                                         Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any Serviced Companion Loan Securities, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the 



 






    A-22-10 


     


    

 


			related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.




 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate
Companion Loans 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, the Trust Subordinate Companion 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 (solely for the purposes
of this calculation, if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still
an asset of the Trust, then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of
Mortgage Loans and Trust Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans
and Trust Subordinate Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms
of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation,


 






    A-22-11 


     


    

 


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,
the Mortgage Loans or the Trust Subordinate Companion Loans.


 




    A-22-12 


     


    

 


 IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class V2-Z Certificate to be duly executed.


 


Dated:
November [__], 2017


	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory




 


Certificate
of Authentication


 


This
is one of the Class V2-Z Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
November [__], 2017


	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual
capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory




 







    A-22-13 


     


    





 





EXHIBIT
A-27


 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-Cx10, CLASS UES-A


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE LOAN-SPECIFIC INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.


 





 



 


		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-22-1


    


    

 


NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN 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 OR (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, 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 BENEFICIAL
OWNERSHIP OF 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-22-2


    


    

 








 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS UES-A


 


	Pass-Through Rate: [WAC Rate]4	 	 
	 	 	 
	First Distribution Date: December 15, 2017	 	Cut-Off Date: With respect to the Trust Subordinate Companion Loan, the Due Date in November 2017 for that Mortgage Loan.
	 	 	 
	Aggregate Initial Certificate Balance of the Class UES-A Certificates: $89,010,000	 	 



 

	
        CUSIP:  [●]5

                     [●]6

        
	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	ISIN:      [●]7

                    [●]8
	 	 
	 	 	 
	Common Code: [____]9	 	 
	 	 	 
	
        No.: [UES-A-1][UES-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 UES-A
Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial and multifamily properties and subordinate interests in two subordinate companion loans (the “Trust Subordinate
Companion Loans”) held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and
the Mortgage Loans and the Trust Subordinate Companion 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, 


 





 



 


		4	The initial approximate Pass-Through Rate as of the Closing
Date is [●]%.



 


		5	For Rule 144A Certificates



 


		6	For Regulation S Certificates



 


		7	For Rule 144A Certificates



 


		8	For Regulation S Certificates



 


		9	For Rule 144A Certificates



 






     A-22-3


    


    

 


Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D, Class E, Class F, Class
NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class UES-B, Class UES-C, Class
UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class V1-UESA, Class V1-UESD, Class V2-UES, Class V1-STNA,
Class V1-STNC, Class V2-STN, Class R and Class Z Certificates (together with the Class UES-A Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 



This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital Asset Management LLC, as
Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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 UES-A 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 UES-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


 






     A-22-4


    


    

 


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(l)
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(l) 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 Y&L Towers Trust Subordinate
Companion Loan, 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) and the Trust Subordinate Companion
Loans, 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 and the Trust Subordinate Companion 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 and the Trust Subordinate Companion Loans
required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the


 






     A-22-5


    


    

 


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


 


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-22-6


    


    

 


		(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
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest), or Companion Holder;



 






     A-22-7


    


    

 


		(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 (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L
Towers VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest) 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

                                                                                




 






     A-22-8


    


    

 


Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, in the case of the Directing Certificateholder, the Holder of a majority of the Controlling Class, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule
17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests
of any Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest
or a Standard Highline VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any


 






     A-22-9


    


    

 


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 (including, for the avoidance of doubt, any Holders of the VRR Interest, the Y&L Towers VRR
Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders)
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 the Trust Subordinate Companion 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 or Holder of Loan-Specific
Certificates, in any such case, without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion
Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders
                                                                                             or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
                                                                                             action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion
                                                                                             Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be 

                                                                                




  



     A-22-10


    


    

 





considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion
Loans 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, the Trust Subordinate Companion 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 (solely for the purposes of this calculation,
if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still an asset of the Trust,
then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust
Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate
Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans,
the Trust Subordinate Companion 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


 






     A-22-11


    


    

 


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, the Mortgage Loans
or the Trust Subordinate Companion Loans.


 






     A-22-12


    


    

 







IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class UES-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:
November [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class UES-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
November [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  




     A-22-13


    


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class UES-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 UES-A Certificate of the entire Percentage Interest represented
by the within Class UES-A Certificates to the above-named Assignee(s) and to deliver such Class UES-A Certificate to the following
address:


 


Date:
_________________


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





 




     A-22-14


    


    

 


DISTRIBUTION
INSTRUCTIONS


 













The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 














     A-22-15


    


    



  


EXHIBIT
A-28


 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-Cx10, CLASS UES-B


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST
HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE LOAN-SPECIFIC INITIAL PURCHASERS
OR ANY OF THEIR RESPECTIVE AFFILIATES.


 





 



 











		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-26-1


     

    

 


NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION
LOAN 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 OR (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, 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 BENEFICIAL OWNERSHIP OF 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-26-2


     

    

 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS UES-B  


 


	Pass-Through
    Rate: [WAC Rate]4	 	 
	 	 	 
	First
    Distribution Date: December 15, 2017	 	Cut-Off Date: With
    respect to the Trust Subordinate Companion Loan, the Due Date in November 2017 for that Mortgage Loan.
	 	 	 
	Aggregate
    Initial Certificate Balance of the Class UES-B Certificates: $31,060,000	 	 
	 	 	 


	CUSIP:     
        [●]5

        [●]6

         
	 	Initial
    Certificate Balance of this Certificate: $[__]
	ISIN:          [●]7

                    [●]8	 	 
	 	 	 
	Common
    Code: [____]9	 	 
	 	 	 
	No.: 
        [UES-B-1][UES-B-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 UES-B Certificates. The Trust Fund, described more fully below, consists primarily of a pool
of Mortgage Loans secured by first liens on commercial and multifamily properties and subordinate interests in two subordinate
companion loans (the “Trust Subordinate Companion Loans”) held in trust by the Trustee and serviced by the
Master Servicer. The Trust Fund was created, and the Mortgage Loans and the Trust Subordinate Companion 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,


 








 



   





		4	The
                                         initial approximate Pass-Through Rate as of the Closing Date is [●]%.



 


		5	For
                                         Rule 144A Certificates



 


		6	For
                                         Regulation S Certificates



 


		7	For
                                         Rule 144A Certificates



 


		8	For
                                         Regulation S Certificates



 


		9	For
                                         Rule 144A Certificates


  






     A-26-3


     

    

  





Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E,
Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F,
Class V1-Z, Class V2-A, Class V2-Z, Class UES-A, Class UES-C, Class UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X,
Class STN-C, Class V1-UESA, Class V1-UESD, Class V2-UES, Class V1-STNA, Class V1-STNC, Class V2-STN, Class R and Class Z Certificates
(together with the Class UES-B Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital
Asset Management LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,”
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate
in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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
UES-B 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 UES-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


 






     A-26-4


     

    

  


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(l) 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(l) 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 Y&L
Towers Trust Subordinate Companion Loan, 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) and
the Trust Subordinate Companion Loans, 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 and the Trust Subordinate Companion 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 and the Trust
Subordinate Companion Loans required to be


 






     A-26-5


     

    

 


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


 


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-26-6


     

    

 





		(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 (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest), as evidenced in writing
                                         by an Opinion of Counsel at the expense of the party requesting such amendment or as
                                         evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such
                                         amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline
                                         VRR Interest), or Companion Holder;



 



     A-26-7


     

    

 





		(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
                                         (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers
                                         VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu
                                         Companion Loan not consenting to such revision or addition, as evidenced in writing by
                                         an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
                                         by a Rating Agency Confirmation from each of the Rating Agencies with respect to such
                                         amendment or supplement and confirmation of the applicable rating agencies that such
                                         action will not result in the downgrade, withdrawal or qualification of its then-current
                                         ratings of any class of Serviced Companion Loan Securities, if any (provided that
                                         such rating agency confirmation may be considered satisfied in the same manner as any
                                         Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest) 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 



 



     A-26-8


     

    

 


Depositor, the Master Servicer, the Trustee and, for so long as a
                                         Control Termination Event has not occurred and is not continuing and, with respect to
                                         any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, in the
                                         case of the Directing Certificateholder, the Holder of a majority of the Controlling
                                         Class, the Directing Holder, determine that the commercial mortgage backed securities
                                         industry standard for such provisions has changed, in order to conform to such industry
                                         standard, (b) such modification does not adversely affect the status of any Trust REMIC
                                         as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions
                                         of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
                                         a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
                                         Securities, the applicable rating agencies have delivered a confirmation that such action
                                         will not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         (provided that such rating agency confirmation may be considered satisfied in
                                         the same manner as any Rating Agency Confirmation may be considered satisfied with respect
                                         to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 





		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders (including, for
                                         the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest
                                         or a Standard Highline VRR Interest), as evidenced by (x) an Opinion of Counsel or (y)
                                         if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
                                         Agency rating such Certificates; and provided, further, that the Certificate
                                         Administrator shall give notice of any such amendment to the 17g-5 Information Provider
                                         for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
                                         of the Pooling and Servicing Agreement and the Certificate Administrator shall post such
                                         notice to the Certificate Administrator’s Website;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any


 






     A-26-9


     

    

 


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 (including, for the avoidance of doubt, any Holders of the VRR Interest,
the Y&L Towers VRR Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect
the rights of such Certificateholders) 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 the Trust Subordinate Companion 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 or Holder of Loan-Specific Certificates, in any such case, without the consent
                                         of the Holders of all Certificates of such Class then-outstanding or such Companion Holders,
                                         as applicable; or



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary under the
                                         Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any Serviced Companion Loan Securities, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be 



 



     A-26-10


     

    

  


considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the related Intercreditor Agreement, the consent of the holder of any AB Subordinate
                                         Companion Loan for each Serviced AB Whole Loan.


 





Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate
Companion Loans 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, the Trust Subordinate Companion 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 (solely for the purposes
of this calculation, if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still
an asset of the Trust, then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of
Mortgage Loans and Trust Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans
and Trust Subordinate Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans, the Trust Subordinate Companion 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


 






     A-26-11


     

    

 


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,
the Mortgage Loans or the Trust Subordinate Companion Loans.


 



     A-26-12


     

    







 


 









IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class UES-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:
November [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class UES-B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
November [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  




     A-26-13


     

    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class UES-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 UES-B  Certificate of the entire Percentage Interest represented
by the within Class UES-B  Certificates to the above-named Assignee(s) and to deliver such Class UES-B  Certificate to the following
address:


 


Date:
_________________


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





 




     A-26-14


     

    

 


DISTRIBUTION
INSTRUCTIONS


 













The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 














     A-26-15


     

    

 



 


EXHIBIT
A-29


 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-Cx10, CLASS UES-c


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND
TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer, THE DIRECTING
HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE LOAN-SPECIFIC INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.


 





 



 


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-26-1 


     


    

 


NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN 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 OR (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, 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 BENEFICIAL OWNERSHIP
OF 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-26-2 


     


    

 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS UES-C


 


	Pass-Through
Rate: [WAC Rate]4	 
	 	 
	First Distribution Date: December 15, 2017	Cut-Off Date: With respect to the Trust Subordinate Companion Loan, the Due Date in November 2017 for that Mortgage Loan.
	 	 
	Aggregate Initial Certificate Balance of the Class UES-C Certificates: $36,840,000	 
	 	 


	
        CUSIP: [●]5

                        [●]6

         
	Initial Certificate Balance of this Certificate: $[__]
	ISIN:
   [●]7

             [●]8	 
	 	 
	Common Code: [____]9	 
	 	 
	
        No.: [UES-C-1][UES-C-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 UES-C Certificates.
The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial
and multifamily properties and subordinate interests in two subordinate companion loans (the “Trust Subordinate Companion
Loans”) held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage
Loans and the Trust Subordinate Companion 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,


 








 



 





4 The initial
approximate Pass-Through Rate as of the Closing Date is [●]%.


 


5 For Rule
144A Certificates


 


6 For Regulation
S Certificates


 


7 For Rule
144A Certificates


 


8 For Regulation
S Certificates


 


9 For Rule 144A Certificates


 






    A-26-3 


     


    

 


Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D, Class E, Class F, Class
NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class UES-A, Class UES-B, Class
UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class V1-UESA, Class V1-UESD, Class V2-UES, Class V1-STNA,
Class V1-STNC, Class V2-STN, Class R and Class Z Certificates (together with the Class UES-C Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital Asset Management LLC, as
Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents beneficial
ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined,
respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the determination date of each month, commencing in December 2017 (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 UES-C 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 UES-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


 






    A-26-4 


     


    

 


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(l)
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(l) 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 Y&L Towers Trust Subordinate
Companion Loan, 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) and the Trust Subordinate Companion
Loans, 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 and the Trust Subordinate Companion 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 and the Trust Subordinate Companion Loans
required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the


 






    A-26-5 


     


    

 


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


 


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-26-6 


     


    

 


		(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
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest), or Companion Holder;



 






    A-26-7 


     


    

 


		(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 (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L
Towers VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest) 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



 






    A-26-8 


     


    

 


			 Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and, with respect
to any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, in the case of the Directing Certificateholder,
the Holder of a majority of the Controlling Class, the Directing Holder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule
17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests
of any Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest
or a Standard Highline VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any


 






    A-26-9 


     


    

 


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 (including, for the avoidance of doubt, any Holders of the VRR Interest, the Y&L Towers VRR
Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders)
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 the Trust Subordinate Companion 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 or Holder of Loan-Specific
Certificates, in any such case, without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion
Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be



 






    A-26-10 


     


    

 


			 considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder
of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans 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, the Trust Subordinate Companion 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 (solely for the purposes of this calculation, if such right is being
exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still an asset of the Trust, then such Mortgage Loan
will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate Companion
Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate Companion Loans as of
the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class B and
Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans,
the Trust Subordinate Companion 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


 






    A-26-11 


     


    

 


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, the Mortgage Loans
or the Trust Subordinate Companion Loans.


 




    A-26-12 


     


    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class UES-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: November [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the Class UES-C
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November [__], 2017


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

    not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory






 




    A-26-13 


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class UES-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 UES-C Certificate of the entire Percentage Interest represented
by the within Class UES-C Certificates to the above-named Assignee(s) and to deliver such Class UES-C Certificate to the following
address:


 


Date:
_________________


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





 




    A-26-14 


     


    

 


DISTRIBUTION
INSTRUCTIONS


 













The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 














    A-26-15 


     


    



  


EXHIBIT
A-30


 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-Cx10, CLASS UES-D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND
TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer, THE DIRECTING
HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE LOAN-SPECIFIC INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.


 





 



 


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-26-1 


     


    

 


NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN 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 OR (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, AND (B) IN EACH CASE
IN ACCORDANCE WITH FEDERAL SECURITIES LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II)
ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE
COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION,
HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY


 






    A-26-2 


     


    

 


SUCH
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP
OF 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-26-3 


     


    

 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS UES-D


 


	Pass-Through
Rate: WAC Rate4	 
	 	 
	First Distribution Date: December 15, 2017	Cut-Off Date: With respect to the Trust Subordinate Companion Loan, the Due Date in November 2017 for that Mortgage Loan.
	 	 
	Aggregate Initial Certificate Balance of the Class UES-D Certificates: $43,090,000	 
	 	 


	
        CUSIP: [●]5

                        [●]6

         
	Initial Certificate Balance of this Certificate: $[__]
	ISIN:    [●]7

              [●]8	 
	 	 
	Common Code: [____]9	 
	 	 
	
        No.: [UES-D-1][UES-D-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 UES-D Certificates.
The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial
and multifamily properties and subordinate interests in two subordinate companion loans (the “Trust Subordinate Companion
Loans”) held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage
Loans and the Trust Subordinate Companion 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,


 








 



 





4 The initial
approximate Pass-Through Rate as of the Closing Date is [●]%.


 


5 For Rule
144A Certificates


 


6 For Regulation
S Certificates


 


7 For Rule
144A Certificates


 


8 For Regulation
S Certificates


 


9 For Rule 144A Certificates


 






    A-26-4 


     


    

 


Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D, Class E, Class F, Class
NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class UES-A, Class UES-B, Class
UES-C, Class UES-X, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class V1-UESA, Class V1-UESD, Class V2-UES, Class V1-STNA,
Class V1-STNC, Class V2-STN, Class R and Class Z Certificates (together with the Class UES-D Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital Asset Management LLC, as
Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents beneficial
ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined,
respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the determination date of each month, commencing in December 2017 (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 UES-D Certificates for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class UES-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


 






    A-26-5 


     


    

 


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(l)
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(l) 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 Y&L Towers Trust Subordinate
Companion Loan, 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) and the Trust Subordinate Companion
Loans, 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 and the Trust Subordinate Companion 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 and the Trust Subordinate Companion Loans
required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the


 






    A-26-6 


     


    

 


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


 


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-26-7 


     


    

 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to
the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest), or Companion Holder;



 






    A-26-8 


     


    

 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L
Towers VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest) 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



 






    A-26-9 


     


    

 


			Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and, with respect
to any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, in the case of the Directing Certificateholder,
the Holder of a majority of the Controlling Class, the Directing Holder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule
17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests
of any Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest
or a Standard Highline VRR Interest), 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
	 	 	 
	 	 	to modify, eliminate
or add to any of its provisions in the event the Credit Risk Retention Rules or any other regulations applicable to the risk retention
requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal.





  


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any


 






    A-26-10 


     


    

 


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 (including, for the avoidance of doubt, any Holders of the VRR Interest, the Y&L Towers VRR
Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders)
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 the Trust Subordinate Companion 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 or Holder of Loan-Specific
Certificates, in any such case, without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion
Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be 



 






    A-26-11 


     


    

 


			considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans 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, the Trust Subordinate Companion 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 (solely for the purposes of this calculation, if such right is being
exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still an asset of the Trust, then such Mortgage Loan
will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate Companion
Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate Companion Loans as of
the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class B and
Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans,
the Trust Subordinate Companion 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


 






    A-26-12 


     


    

 


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, the Mortgage Loans
or the Trust Subordinate Companion Loans.


 




    A-26-13 


     


    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class UES-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: November [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the Class UES-D
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November [__], 2017


 


	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory



 







    A-26-14 


     


    

 


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 UES-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 UES-D Certificate of the entire Percentage Interest represented
by the within Class UES-D Certificates to the above-named Assignee(s) and to deliver such Class UES-D Certificate to the following
address:


 


Date:
_________________


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





 




    A-26-15 


     


    

 


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-26-16 


     


    



 


EXHIBIT
A-31


 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-Cx10, CLASS UES-x


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND
TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer, THE DIRECTING
HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE LOAN-SPECIFIC INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.


 





 



 


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-26-1 


     


    

 


NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE
REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS E CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS UES-X 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 OR (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, 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 BENEFICIAL OWNERSHIP
OF 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-26-2 


     


    

 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS UES-x


 


	Pass-Through
Rate: [WAC Rate]4	
	 	 
	First Distribution Date: December 15, 2017	Cut-Off Date: With respect to the Trust Subordinate Companion Loan, the Due Date in November 2017 for that Mortgage Loan.
	 	 
	Aggregate Initial Notional Amount of the Class UES-X Certificates: $156,910,000	 
	 	 


	
        CUSIP: [●]5

                        [●]6

         
	Initial Notional Amount of this Certificate: $[__]
	ISIN:
   [●]7

              [●]8	 
	 	 
	Common
Code: [____]9	 
	 	 
	
        No.: [UES-X-1][UES-X-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 UES-X Certificates.
The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial
and multifamily properties and subordinate interests in two subordinate companion loans (the “Trust Subordinate Companion
Loans”) held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage
Loans and the Trust Subordinate Companion 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,


 


 








 



 





4 The initial
approximate Pass-Through Rate as of the Closing Date is [●]%.


 


5 For Rule
144A Certificates


 


6 For Regulation
S Certificates


 


7 For Rule
144A Certificates


 


8 For Regulation
S Certificates


 


9 For Rule 144A Certificates


 






    A-26-3 


     


    

 


Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D, Class E, Class F, Class
NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class UES-A, Class UES-B, Class
UES-C, Class UES-D, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class V1-UESA, Class V1-UESD, Class V2-UES, Class V1-STNA,
Class V1-STNC, Class V2-STN, Class R and Class Z Certificates (together with the Class UES-X Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital Asset Management LLC, as
Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents beneficial
ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined,
respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the determination date of each month, commencing in December 2017 (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 UES-X 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 UES-X 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


 






    A-26-4 


     


    

 


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(l)
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(l) 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 Y&L Towers Trust Subordinate
Companion Loan, 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) and the Trust Subordinate Companion
Loans, 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 and the Trust Subordinate Companion 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 and the Trust Subordinate Companion Loans
required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the 


 






    A-26-5 


     


    

 


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


 


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-26-6 


     


    

 


		(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
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest), or Companion Holder;



 






    A-26-7 


     


    

 


		(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 (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L
Towers VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest) 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



 






    A-26-8 


     


    

 


			Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and, with respect
to any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, in the case of the Directing Certificateholder,
the Holder of a majority of the Controlling Class, the Directing Holder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule
17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests
of any Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest
or a Standard Highline VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any


 






    A-26-9 


     


    

 


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 (including, for the avoidance of doubt, any Holders of the VRR Interest, the Y&L Towers VRR
Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders)
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 the Trust Subordinate Companion 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 or Holder of Loan-Specific
Certificates, in any such case, without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion
Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be 



 






    A-26-10 


     


    

 


			considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans 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, the Trust Subordinate Companion 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 (solely for the purposes of this calculation, if such right is being
exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still an asset of the Trust, then such Mortgage Loan
will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate Companion
Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate Companion Loans as of
the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class B and
Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans,
the Trust Subordinate Companion 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


 






    A-26-11 


     


    

 


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, the Mortgage Loans
or the Trust Subordinate Companion Loans.


 




    A-26-12 


     


    

IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class UES-X Certificate to be duly executed.


 


	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized
                                         Signatory



 





Dated: November [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the Class UES-X
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November [__], 2017


 


	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory



 







    A-26-13 


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class UES-X 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 UES-X Certificate of the entire Percentage Interest represented
by the within Class UES-X Certificates to the above-named Assignee(s) and to deliver such Class UES-X Certificate to the following
address:


 


Date:
_________________


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





 




    A-26-14 


     


    

 


DISTRIBUTION
INSTRUCTIONS


 













The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 














    A-26-15 


     


    







EXHIBIT A-32


 


CSAIL 2017-CX10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES

SERIES 2017-Cx10, CLASS
stn-a


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST
HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE LOAN-SPECIFIC INITIAL PURCHASERS
OR ANY OF THEIR RESPECTIVE AFFILIATES.


 





 



  





		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-26-1 


     


    

 


NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE
LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN 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 OR (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, 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 BENEFICIAL OWNERSHIP OF 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-26-2 


     


    

 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS stn-a


 


	Pass-Through
Rate: [WAC Rate]4	 	 
	 	 	 
	First Distribution
    Date: December 15, 2017	 	Cut-Off Date: With
    respect to the Trust Subordinate Companion Loan, the Due Date in November 2017 for that Mortgage Loan.
	 	 	 
	Aggregate Initial
    Certificate Balance of the Class STN-A Certificates: $21,070,000	 	 


  


	CUSIP:   [●]5

             [●]6
	 	Initial
    Certificate Balance of this Certificate: $[__]
	 	 	 
	ISIN:      [●]7

                 [●]8	 	 
	 	 	 
	Common Code: [____]9	 	 
	 	 	 
	No.:
[STN-A-1][STN-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 STN-A Certificates. The Trust Fund, described more fully below, consists primarily of a pool
of Mortgage Loans secured by first liens on commercial and multifamily properties and subordinate interests in two subordinate
companion loans (the “Trust Subordinate Companion Loans”) held in trust by the Trustee and serviced by the
Master Servicer. The Trust Fund was created, and the Mortgage Loans and the Trust Subordinate Companion 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,


 





 



 





4
The initial approximate Pass-Through Rate as of the Closing Date is [●]%. 


5
For Rule 144A Certificates 


6
For Regulation S Certificates 


7
For Rule 144A Certificates 


8
For Regulation S Certificates 


9
For Rule 144A Certificates 






    A-26-3 


     


    




 


Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E,
Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F,
Class V1-Z, Class V2-A, Class V2-Z, Class UES-A, Class UES-B, Class UES-C, Class UES-D, Class UES-X, Class STN-B, Class STN-X,
Class STN-C, Class V1-UESA, Class V1-UESD, Class V2-UES, Class V1-STNA, Class V1-STNC, Class V2-STN, Class R and Class Z Certificates
(together with the Class STN-A Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital
Asset Management LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,”
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate
in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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
STN-A 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 STN-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


 






    A-26-4 


     


    

 


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(l) 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(l) 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 Standard
Highline Trust Subordinate Companion Loan, 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) and
the Trust Subordinate Companion Loans, 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 and the Trust Subordinate Companion 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 and the Trust
Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof
(to the


 






    A-26-5 


     


    

 


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


 


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-26-6 


     


    

 


		(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 (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest), as evidenced in writing
                                         by an Opinion of Counsel at the expense of the party requesting such amendment or as
                                         evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such
                                         amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline
                                         VRR Interest), or Companion Holder;



 






    A-26-7 


     


    

 


		(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
                                         (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers
                                         VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu
                                         Companion Loan not consenting to such revision or addition, as evidenced in writing by
                                         an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
                                         by a Rating Agency Confirmation from each of the Rating Agencies with respect to such
                                         amendment or supplement and confirmation of the applicable rating agencies that such
                                         action will not result in the downgrade, withdrawal or qualification of its then-current
                                         ratings of any class of Serviced Companion Loan Securities, if any (provided that
                                         such rating agency confirmation may be considered satisfied in the same manner as any
                                         Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest) 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



 






    A-26-8 


     


    

 


 Depositor, the Master Servicer, the Trustee and, for so long as a
                                         Control Termination Event has not occurred and is not continuing and, with respect to
                                         any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, in the
                                         case of the Directing Certificateholder, the Holder of a majority of the Controlling
                                         Class, the Directing Holder, determine that the commercial mortgage backed securities
                                         industry standard for such provisions has changed, in order to conform to such industry
                                         standard, (b) such modification does not adversely affect the status of any Trust REMIC
                                         as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions
                                         of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
                                         a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
                                         Securities, the applicable rating agencies have delivered a confirmation that such action
                                         will not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         (provided that such rating agency confirmation may be considered satisfied in
                                         the same manner as any Rating Agency Confirmation may be considered satisfied with respect
                                         to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders (including, for
                                         the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest
                                         or a Standard Highline VRR Interest), as evidenced by (x) an Opinion of Counsel or (y)
                                         if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
                                         Agency rating such Certificates; and provided, further, that the Certificate
                                         Administrator shall give notice of any such amendment to the 17g-5 Information Provider
                                         for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
                                         of the Pooling and Servicing Agreement and the Certificate Administrator shall post such
                                         notice to the Certificate Administrator’s Website;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any


 






    A-26-9 


     


    

 


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 (including, for the avoidance of doubt, any Holders of the VRR Interest,
the Y&L Towers VRR Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect
the rights of such Certificateholders) 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 the Trust Subordinate Companion 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 or Holder of Loan-Specific Certificates, in any such case, without the consent
                                         of the Holders of all Certificates of such Class then-outstanding or such Companion Holders,
                                         as applicable; or



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary under the
                                         Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be



 






    A-26-10 


     


    

 


 considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the related Intercreditor Agreement, the consent of the holder of any AB Subordinate
                                         Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate
Companion Loans 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, the Trust Subordinate Companion 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 (solely for the purposes
of this calculation, if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still
an asset of the Trust, then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of
Mortgage Loans and Trust Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans
and Trust Subordinate Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans, the Trust Subordinate Companion 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


 






    A-26-11 


     


    

 


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,
the Mortgage Loans or the Trust Subordinate Companion Loans. 


 






    A-26-12 


     


    

 







IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class STN-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:
November [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class STN-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
November [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  




    A-26-13 


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class STN-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 STN-A  Certificate of the entire Percentage Interest represented
by the within Class STN-A  Certificates to the above-named Assignee(s) and to deliver such Class STN-A  Certificate to the following
address:


 


Date:
_________________


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





 




    A-26-14 


     


    

 





EXHIBIT
A-33


 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-Cx10, CLASS STN-B


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST
HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2 


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE LOAN-SPECIFIC INITIAL PURCHASERS
OR ANY OF THEIR RESPECTIVE AFFILIATES.


 





 



 





		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-26-1 


     


    

 


NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION
LOAN 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 OR (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, 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 BENEFICIAL OWNERSHIP OF 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-26-2 


     


    

 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS STN-B


 


	Pass-Through
    Rate: [WAC Rate]4	 	 
	 	 	 
	First Distribution
    Date: December 15, 2017	 	Cut-Off Date: With
    respect to the Trust Subordinate Companion Loan, the Due Date in November 2017 for that Mortgage Loan.
	 	 	 
	Aggregate Initial
    Certificate Balance of the Class STN-B Certificates: $19,810,000	 	 


 


 


	CUSIP:    [●]5

                                         [●]6
	 	Initial
    Certificate Balance of this Certificate: $[__]
	 	 	 
	ISIN:      [●]7

                 [●]8	 	 
	 	 	 
	Common Code: [____]9	 	 
	 	 	 
	No.:
[STN-B-1][STN-B-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 STN-B Certificates. The Trust Fund, described more fully below, consists primarily of a pool
of Mortgage Loans secured by first liens on commercial and multifamily properties and subordinate interests in two subordinate
companion loans (the “Trust Subordinate Companion Loans”) held in trust by the Trustee and serviced by the
Master Servicer. The Trust Fund was created, and the Mortgage Loans and the Trust Subordinate Companion 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,


 





 



 





4
The initial approximate Pass-Through Rate as of the Closing Date is [●]%. 


 


5
For Rule 144A Certificates 


 


6
For Regulation S Certificates


 


7
For Rule 144A Certificates 


 


8
For Regulation S Certificates 


 


9
For Rule 144A Certificates


 






    A-26-3 


     


    

 


Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E,
Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F,
Class V1-Z, Class V2-A, Class V2-Z, Class UES-A, Class UES-B, Class UES-C, Class UES-D, Class UES-X, Class STN-A, Class STN-X,
Class STN-C, Class V1-UESA, Class V1-UESD, Class V2-UES, Class V1-STNA, Class V1-STNC, Class V2-STN, Class R and Class Z Certificates
(together with the Class STN-B Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital
Asset Management LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,”
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate
in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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
STN-B 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 STN-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


 






    A-26-4 


     


    

 


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(l) 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(l) 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 Standard
Highline Trust Subordinate Companion Loan, 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) and
the Trust Subordinate Companion Loans, 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 and the Trust Subordinate Companion 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 and the Trust
Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof
(to the


 






    A-26-5 


     


    

 


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


 


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-26-6 


     


    

 


		(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 (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest), as evidenced in writing
                                         by an Opinion of Counsel at the expense of the party requesting such amendment or as
                                         evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such
                                         amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline
                                         VRR Interest), or Companion Holder;



 






    A-26-7 


     


    

 


		(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
                                         (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers
                                         VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu
                                         Companion Loan not consenting to such revision or addition, as evidenced in writing by
                                         an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
                                         by a Rating Agency Confirmation from each of the Rating Agencies with respect to such
                                         amendment or supplement and confirmation of the applicable rating agencies that such
                                         action will not result in the downgrade, withdrawal or qualification of its then-current
                                         ratings of any class of Serviced Companion Loan Securities, if any (provided that
                                         such rating agency confirmation may be considered satisfied in the same manner as any
                                         Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest,
                                         a Y&L Towers VRR Interest or a Standard Highline VRR Interest) 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 



 






    A-26-8 


     


    

 


Depositor, the Master Servicer, the Trustee and, for so long as a
                                         Control Termination Event has not occurred and is not continuing and, with respect to
                                         any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, in the
                                         case of the Directing Certificateholder, the Holder of a majority of the Controlling
                                         Class, the Directing Holder, determine that the commercial mortgage backed securities
                                         industry standard for such provisions has changed, in order to conform to such industry
                                         standard, (b) such modification does not adversely affect the status of any Trust REMIC
                                         as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions
                                         of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
                                         a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
                                         Securities, the applicable rating agencies have delivered a confirmation that such action
                                         will not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         (provided that such rating agency confirmation may be considered satisfied in
                                         the same manner as any Rating Agency Confirmation may be considered satisfied with respect
                                         to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders (including, for
                                         the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest
                                         or a Standard Highline VRR Interest), as evidenced by (x) an Opinion of Counsel or (y)
                                         if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
                                         Agency rating such Certificates; and provided, further, that the Certificate
                                         Administrator shall give notice of any such amendment to the 17g-5 Information Provider
                                         for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
                                         of the Pooling and Servicing Agreement and the Certificate Administrator shall post such
                                         notice to the Certificate Administrator’s Website;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any


 






    A-26-9 


     


    

 


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 (including, for the avoidance of doubt, any Holders of the VRR Interest,
the Y&L Towers VRR Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect
the rights of such Certificateholders) 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 the Trust Subordinate Companion 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 or Holder of Loan-Specific Certificates, in any such case, without the consent
                                         of the Holders of all Certificates of such Class then-outstanding or such Companion Holders,
                                         as applicable; or



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary under the
                                         Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be



 






    A-26-10 


     


    

 


 considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the related Intercreditor Agreement, the consent of the holder of any AB Subordinate
                                         Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate
Companion Loans 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, the Trust Subordinate Companion 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 (solely for the purposes
of this calculation, if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still
an asset of the Trust, then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of
Mortgage Loans and Trust Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans
and Trust Subordinate Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans, the Trust Subordinate Companion 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


 






    A-26-11 


     


    

 


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,
the Mortgage Loans or the Trust Subordinate Companion Loans.


 






    A-26-12 


     


    

 




IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class STN-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:
November [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class STN-B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
November [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  




    A-26-13 


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class STN-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 STN-B  Certificate of the entire Percentage Interest represented
by the within Class STN-B  Certificates to the above-named Assignee(s) and to deliver such Class STN-B  Certificate to the following
address:


 


Date:
_________________


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





 




    A-26-14 


     


    

 



 


EXHIBIT
A-34


 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-Cx10, CLASS STN-X


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE LOAN-SPECIFIC INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.


 





 



 


		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-26-1


    


    

 


NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS E CERTIFICATES. ACCORDINGLY,
THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS STN-X 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 OR (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, 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 BENEFICIAL
OWNERSHIP OF 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-26-2


    


    

  


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS STN-X


 


	Pass-Through Rate: [WAC Rate]4	 	 
	 	 	 
	First Distribution Date: December 15, 2017	 	Cut-Off Date: With respect to the Trust Subordinate Companion Loan, the Due Date in November 2017 for that Mortgage Loan.
	 	 	 
	Aggregate Initial Notional Amount of the Class STN-X Certificates: $40,880,000	 	 



 

	
        CUSIP:  [●]5

                     [●]6

        
	 	Initial Notional Amount of this Certificate: $[__]
	ISIN:      [●]7

                     [●]8
	 	 
	 	 	 
	Common Code: [____]9	 	 
	 	 	 
	
        No.: [STN-X-1][STN-X-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 STN-X
Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial and multifamily properties and subordinate interests in two subordinate companion loans (the “Trust Subordinate
Companion Loans”) held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the
Mortgage Loans and the Trust Subordinate Companion 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,


 





 



 


4
The initial approximate Pass-Through Rate as of the Closing Date is [●]%.


 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates


 


9
For Rule 144A Certificates



 






     A-26-3


    


    

 


Class
A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A,
Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class UES-A, Class UES-B, Class UES-C, Class
UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-C, Class V1-UESA, Class V1-UESD, Class V2-UES, Class V1-STNA, Class V1-STNC,
Class V2-STN, Class R and Class Z Certificates (together with the Class STN-X Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


  






This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital Asset Management LLC, as
Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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 STN-X 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 STN-X 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


 






     A-26-4


    


    

 


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(l)
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(l) 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 Standard Highline Trust Subordinate
Companion Loan, 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) and the Trust Subordinate Companion
Loans, 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 and the Trust Subordinate Companion 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 and the Trust Subordinate Companion Loans
required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the


 






     A-26-5


    


    

 


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


 


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-26-6


    


    

 


		(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
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest), or Companion Holder;



 






     A-26-7


    


    

 


		(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 (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L
Towers VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest) 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

                                                                                




 






     A-26-8


    


    

 


Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, in the case of the Directing Certificateholder, the Holder of a majority of the Controlling Class, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule
17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests
of any Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest
or a Standard Highline VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any


 






     A-26-9


    


    

 


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 (including, for the avoidance of doubt, any Holders of the VRR Interest, the Y&L Towers VRR
Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders)
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 the Trust Subordinate Companion 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 or Holder of Loan-Specific
Certificates, in any such case, without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion
Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders
                                                                                             or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
                                                                                             action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion
                                                                                             Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be 

                                                                                




 






     A-26-10


    


    

 


considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion
Loans 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, the Trust Subordinate Companion 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 (solely for the purposes of this calculation,
if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still an asset of the Trust,
then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust
Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate
Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans,
the Trust Subordinate Companion 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


 






     A-26-11


    


    

 


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, the Mortgage Loans
or the Trust Subordinate Companion Loans.


 






     A-26-12


    


    

 




 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class STN-X Certificate to be duly executed.


 




	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  


Dated:
 November [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class STN-X Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
 November [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  




     A-26-13


    


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class STN-X 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 STN-X Certificate of the entire Percentage Interest represented
by the within Class STN-X Certificates to the above-named Assignee(s) and to deliver such Class STN-X Certificate to the following
address:


 


Date:
_________________


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





 




     A-26-14


    


    

 



DISTRIBUTION
                                         INSTRUCTIONS


 













The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 














     A-26-15


    


    




 


EXHIBIT
A-35


 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-Cx10, CLASS stn-C


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND
TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer, THE DIRECTING
HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE LOAN-SPECIFIC INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.


 





 



 





		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-26-1


     


    

 


NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN 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 OR (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, 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 BENEFICIAL OWNERSHIP
OF 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-26-2


     


    

 


CSAIL
2017-CX10 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX10, CLASS stn-C


 


	Pass-Through Rate:  [WAC Rate]4	 
	 	 
	First Distribution Date: December 15, 2017	Cut-Off Date:  With respect to the Trust Subordinate Companion Loan, the Due Date in November 2017 for that Mortgage Loan.
	 	 
	Aggregate Initial Certificate Balance of the Class STN-C Certificates:  $17,520,000	 
	 	 


	CUSIP:  [ ● ]5

                                       [ ● ]6

         
	Initial
    Certificate Balance of this Certificate: $[__]
	ISIN:    [ ● ]7

                                                              [
● ]8
	 
	 	 
	Common
    Code: [____]9  	 
	 	 
	No.:  [STN-C-1][STN-C-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 STN-A Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial and multifamily properties and subordinate interests in two subordinate companion loans (the “Trust
Subordinate Companion Loans”) held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D,


 





 



 





4 The initial approximate Pass-Through
Rate as of the Closing Date is [ ● ]%.


 


5 For Rule 144A Certificates


 


6 For Regulation S Certificates


 


7 For Rule 144A Certificates


 


8 For Regulation S Certificates


 


9 For Rule 144A Certificates 







 






    A-26-3


     


    

 


Class E,
Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class UES-A,
Class UES-B, Class UES-C, Class UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X, Class V1-UESA, Class V1-UESD, Class
V2-UES, Class V1-STNA, Class V1-STNC, Class V2-STN, Class R and Class Z Certificates (together with the Class STN-C Certificates,
the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital Asset Management LLC, as
Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents beneficial
ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined,
respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the determination date of each month, commencing in December 2017 (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 STN-C 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 STN-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


 






    A-26-4


     


    

 


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(l)
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(l) 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 theStandard Highline Trust Subordinate
Companion Loan, 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) and the Trust Subordinate Companion
Loans, 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 and the Trust Subordinate Companion 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 and the Trust Subordinate Companion 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


 






    A-26-5


     


    

 


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


 


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-26-6


     


    

 


		(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
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest), or Companion Holder;



 






    A-26-7


     


    

 


		(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 (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L
Towers VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest) 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



 






    A-26-8


     


    

 





		 	 Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and, with respect
to any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, in the case of the Directing Certificateholder,
the Holder of a majority of the Controlling Class, the Directing Holder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest or a Standard
Highline VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any


 






    A-26-9


     


    

 


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 (including, for the avoidance of doubt, any Holders of the VRR Interest, the Y&L Towers VRR
Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders)
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 the Trust Subordinate Companion 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 or Holder of Loan-Specific
Certificates, in any such case, without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion
Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be 



 






    A-26-10


     


    

 





		 	considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans 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, the Trust Subordinate Companion 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 (solely for the purposes of this calculation, if such right is being
exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still an asset of the Trust, then such Mortgage Loan
will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate Companion
Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate Companion Loans as of
the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class B and
Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans,
the Trust Subordinate Companion 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


 






    A-26-11


     


    

 


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, the Mortgage Loans
or the Trust Subordinate Companion Loans.


 




    A-26-12


     


    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class STN-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: November [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the Class STN-C
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November [__], 2017





	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory






 




    A-26-13


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class STN-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 STN-C Certificate of the entire Percentage Interest represented by the within Class STN-C Certificates
to the above-named Assignee(s) and to deliver such Class STN-C Certificate to the following address:


 


Date: _________________


 





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






 




    A-26-14


     


    

 


DISTRIBUTION
INSTRUCTIONS


 













The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 








    A-26-15


     


    

 


EXHIBIT A-36


 


CSAIL 2017-Cx10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-Cx10, CLASS V1-UESA


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND
TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION
PARTY, THE INITIAL


 





 



 





		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-26-1


     


    

 


PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS
NOR THE TRUST SUBORDINATE COMPANION 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 OR (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, 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.


 


IN ADDITION, SUBJECT TO THE CONDITIONS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP
OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING
AND SERVICING AGREEMENT.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP
OF MULTIPLE “REGULAR INTERESTS” 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-26-2


     


    

 


CSAIL 2017-CX10 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-UESA


 


	Class V1-UESA
    Pass-Through Rate:  N/A.  The Class V1-UESA Certificates will not have a Pass-Through Rate, but will
    be entitled to receive the Class V1-UESA Percentage Interest of the interest distributable on the Class UES-A, Class
    UES-B and Class UES-C Regular Interests.	 	CUSIP:
                           [ ● ]4

                                             [ ● ]5

         

        ISIN:     [ ● ]6

                          [ ● ]7

         

	Original
        Aggregate Certificate Balance of the

        Class V1-UES-A Certificates: N/A

         

        The
        original aggregate Certificate Balance of the Class V1-UESA Certificates is equal to the aggregate Certificate Balance
        of the Class UES-A, Class UES-B and Class UES-C Regular Interests on the Closing Date (without giving effect to any exchanges
        on the Closing Date).

         
	 	

                                                                                 

                                                                                 

                                                                                

                                                                                Initial Certificate Balance of this Certificate as of the Closing Date:  $0 (subject to exchanges for another Exchangeable Group of Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)

	First
    Distribution Date: December 15, 2017	 	Cut-off
    Date: The close of business on the later of the related due date for each Mortgage Loan in November 2017 and the date of origination
    of such Mortgage Loan
	 	 	 
	Assumed
    Final Distribution Date:  October 2022	 	No.:
    V1-UESA-[__]


 


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 V1-UESA Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
secured by first liens on commercial and multifamily properties and subordinate interests in two subordinate companion loans (the
“Trust Subordinate Companion Loans”) held in trust by the Trustee and serviced by the Master Servicer. The Trust
Fund was created, and the Mortgage Loans and the Trust Subordinate Companion 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,


 





 



 





4 For Rule 144A Certificates


 


5 For Regulation S Certificates


 


6 For Rule 144A Certificates


 


7 For Regulation S
Certificates 







 






    A-26-3


     


    

 


Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C,
Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class
V2-A, Class V2-Z, Class UES-A, Class UES-B, Class UES-C, Class UES-D, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class
V1-UESD, Class V2-UES, Class V1-STNA, Class V1-STNC, Class V2-STN, Class R and Class Z Certificates (together with the Class V1-UESA
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital Asset Management LLC, as
Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of multiple “regular interests” in a “real estate mortgage investment conduit,” as
those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the determination date of each month, commencing in December 2017 (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 V1-UESA 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 V1-UESA 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,


 






    A-26-4


     


    

 


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(l)
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(l) 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 Y&L Towers Trust Subordinate
Companion Loan, 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) and the Trust Subordinate Companion
Loans, 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 and the Trust Subordinate Companion 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 and the Trust Subordinate Companion Loans
required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the


 






    A-26-5


     


    

 


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


 


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-26-6


     


    

 


		(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
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest), 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;



 






    A-26-7


     


    

 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L
Towers VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement
                                                                      (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor,
                                                                      the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and,
                                                                      with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, in the case of the Directing
                                                                      Certificateholder, the Holder of a majority of the Controlling Class, the Directing Holder, determine that the commercial
                                                                      mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard,
                                                                      (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust



 






    A-26-8


     


    

 





		 	as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);





 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest or a Standard
Highline VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest, the Y&L Towers VRR


 






    A-26-9


     


    

 


Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders)
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 the Trust Subordinate Companion 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 or Holder of Loan-Specific
Certificates, in any such case, without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion
Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the


 






    A-26-10


     


    

 


effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans 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, the Trust Subordinate Companion 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 (solely for the purposes of this calculation, if such right is being
exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still an asset of the Trust, then such Mortgage Loan
will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate Companion
Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate Companion Loans as of
the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class B and
Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans,
the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


 


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to
make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of
the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 






    A-26-11


     


    

 


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, the Mortgage Loans
or the Trust Subordinate Companion Loans.


 




    A-26-12


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class V1-UESA Certificate to be duly executed.


 


Dated: November [__], 2017





	 	 
	 	WELLS FARGO BANK,
NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory





 


Certificate of Authentication


 


This is one of the Class V1-UESA
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November [__], 2017





	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 




    A-26-13


     


    

 


EXHIBIT A-37


 


CSAIL 2017-Cx10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-Cx10, CLASS V1-UESD


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND
TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION
PARTY, THE INITIAL


 





 



 





		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-26-1


     


    

 


PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS
NOR THE TRUST SUBORDINATE COMPANION 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 OR (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, AND (B) IN
EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II)
ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE
COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION,
HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY


 






    A-26-2


     


    

 


SUCH
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP
OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING
AND SERVICING AGREEMENT.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP
OF 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-26-3


     


    

 


CSAIL 2017-CX10 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-UESD


 


	Class V1-UESD
    Pass-Through Rate:  N/A.  The Class V1-UESD Certificates will not have a Pass-Through Rate, but will
    be entitled to receive the Class V1-UESD Percentage Interest of the interest distributable on the Class UES-D Regular
    Interests.	 	CUSIP: [ ● ]4

                                             [ ● ]5

         

        ISIN:     [ ● ]6

                          [ ● ]7

         

	Original
        Aggregate Certificate Balance of the

        Class V1-UESD Certificates: N/A

         

        The
        original aggregate Certificate Balance of the Class V1-UESD Certificates is equal to the aggregate Certificate Balance
        of the Class UES-D Regular Interests on the Closing Date (without giving effect to any exchanges on the Closing Date).

         
	 	

                                                                                 

                                                                                 

                                                                                 

                                                                                Initial Certificate Balance of this Certificate as of the Closing Date:  $0 (subject to exchanges for another Exchangeable Group of Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)

	First
    Distribution Date: December 15, 2017	 	Cut-off
    Date: The close of business on the later of the related due date for each Mortgage Loan in November 2017 and the date of origination
    of such Mortgage Loan
	 	 	 
	Assumed
    Final Distribution Date:  October 2022	 	No.:
    V1-UESD-[__]


 


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 V1-UESD Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
secured by first liens on commercial and multifamily properties and subordinate interests in two subordinate companion loans (the
“Trust Subordinate Companion Loans”) held in trust by the Trustee and serviced by the Master Servicer. The Trust
Fund was created, and the Mortgage Loans and the Trust Subordinate Companion 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,


 





 



 





4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For Rule 144A Certificates


 


7 For Regulation
S Certificates 







 






    A-26-4


     


    

 


Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C,
Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class
V2-A, Class V2-Z, Class UES-A, Class UES-B, Class UES-C, Class UES-D, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class
V1-UESA, Class V2-UES, Class V1-STNA, Class V1-STNC, Class V2-STN, Class R and Class Z Certificates (together with the Class V1-UESD
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital Asset Management LLC, as
Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the determination date of each month, commencing in December 2017 (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 V1-UESD 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 V1-UESD 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,


 






    A-26-5


     


    

 


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(l)
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(l) 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 Y&L Towers Trust Subordinate
Companion Loan, 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) and the Trust Subordinate Companion
Loans, 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 and the Trust Subordinate Companion 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 and the Trust Subordinate Companion Loans
required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the


 






    A-26-6


     


    

 


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


 


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-26-7


     


    

 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest), 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;



 






    A-26-8


     


    

 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L
Towers VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions
of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination
Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Holder or, in the case of the Directing Certificateholder, the Holder of a majority of the Controlling Class, the Directing Holder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status
of the Grantor Trust



 






    A-26-9


     


    

 





		 	as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest or a Standard
Highline VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest, the Y&L Towers VRR


 






    A-26-10


     


    

 


Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders)
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 the Trust Subordinate Companion 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 or Holder of Loan-Specific
Certificates, in any such case, without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion
Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the


 






    A-26-11


     


    

 


effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans 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, the Trust Subordinate Companion 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 (solely for the purposes of this calculation, if such right is being
exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still an asset of the Trust, then such Mortgage Loan
will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate Companion
Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate Companion Loans as of
the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class B and
Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans,
the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


 


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to
make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of
the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 






    A-26-12


     


    

 


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, the Mortgage Loans
or the Trust Subordinate Companion Loans.


 




    A-26-13


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class V1-UESD Certificate to be duly executed.


 


Dated: November [__], 2017





	 	 
	 	WELLS FARGO BANK,
NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Certificate of Authentication


 


This is one of the Class V1-UESD
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November [__], 2017





	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 




    A-26-14


     


    








 


EXHIBIT
A-38


 


CSAIL 2017-Cx10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-Cx10, CLASS V2-UES


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION
CONSULTATION PARTY, THE INITIAL


 


 



 


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-26-1


     


    

 


PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE
NOR THE TRUST SUBORDINATE COMPANION LOAN 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 OR (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, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH
RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING
AND DISPOSITION BY


 






    A-26-2


     


    

 


SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE
GROUP OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN
THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF MULTIPLE “REGULAR INTERESTS” 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-26-3


     


    

CSAIL 2017-CX10 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V2-UES


 


	Class V2-UES Pass-Through Rate:  N/A.  The Class V2-UES Certificates will not have a Pass-Through Rate, but will be entitled to receive the Class V2-UES Percentage Interest of the interest distributable on the Y&L Towers Trust Subordinate Companion Loan REMIC Regular Interests.	 	
        CUSIP:    [●]4

        [●]5

         

        ISIN:       [●]6

        [●]7

         

	
        Original Aggregate Certificate Balance of the

        Class V2-UES Certificates: N/A

         

        The original aggregate Certificate Balance of the Class V2-UES
        Certificates is equal to the aggregate Certificate Balance of the Y&L Towers Trust Subordinate Companion Loan REMIC Regular
        Interests on the Closing Date (without giving effect to any exchanges on the Closing Date).

         
	 	Initial Certificate Balance of this Certificate as of the Closing Date:  $0 (subject to exchanges for another Exchangeable Group of Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)

                                        

                                        

	 	 	 
	First Distribution Date: December 15, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in November 2017 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date:  October 2022	 	No.: V2-UES-[__]


 


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 V2-UES Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
secured by first liens on commercial and multifamily properties and subordinate interests in two subordinate companion loans (the
“Trust Subordinate Companion Loans”) held in trust by the Trustee and serviced by the Master Servicer. The Trust
Fund was created, and the Mortgage Loans and the Trust Subordinate Companion 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


 





 



 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For Rule 144A Certificates


 


7
For Regulation S Certificates




 






    A-26-4


     


    

 


provision of this Certificate
shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C,
Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class
V2-A, Class V2-Z, Class UES-A, Class UES-B, Class UES-C, Class UES-D, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class
V1-UESA, Class V1-UESD, Class V1-STNA, Class V1-STNC, Class V2-STN, Class R and Class Z Certificates (together with the Class V2-UES
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital Asset Management LLC, as
Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of multiple “regular interests” in a “real estate mortgage investment conduit,” as
those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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 V2-UES 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 V2-UES 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.


 






    A-26-5


     


    

 


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(l)
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(l) 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 Y&L Towers Trust Subordinate
Companion Loan, 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) and the Trust Subordinate
Companion Loans, 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 and the Trust Subordinate Companion 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


 






    A-26-6


     


    

 


with
respect to the Mortgage Loans and the Trust Subordinate Companion 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 or Trust Subordinate Companion 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
Trust Subordinate Companion Loan REMIC Distribution Accounts, the Regular Interest Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest therein)
and any REO Account (to the extent of the Trust’s interest therein), including any reinvestment income, as applicable; (ix)
any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the
Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the Trust Subordinate Companion Loan REMIC 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).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations


 






    A-26-7


     


    

 


Reviewer,
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or the Companion Holders:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest), 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 



 






    A-26-8


     


    

 


federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L
Towers VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions
of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination
Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Holder or, in the case of the Directing Certificateholder, the Holder of a majority of the Controlling Class, the Directing Holder,
determine that the commercial mortgage backed securities industry



 






    A-26-9


     


    

 


standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest or a Standard
Highline VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 






    A-26-10


     


    

 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest, the Y&L Towers VRR
Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders)
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 the Trust Subordinate Companion 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 or Holder of Loan-Specific
Certificates, in any such case, without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion
Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 






    A-26-11


     


    

 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion
Loans 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, the Trust Subordinate Companion 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 (solely for the purposes of this calculation,
if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still an asset of the Trust,
then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust
Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate
Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans,
the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the


 






    A-26-12


     


    

 


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, the Mortgage Loans
or the Trust Subordinate Companion Loans.


 




    A-26-13


     


    

 




IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class V2-UES Certificate to be duly executed.


 


Dated: November [__], 2017


 




	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized
                                         Signatory








 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class V2-UES Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  







    A-26-14


     


    

 


EXHIBIT
A-39


 


CSAIL 2017-Cx10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-Cx10, CLASS V1-STNA


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION
CONSULTATION PARTY, THE INITIAL


 





 



 


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-26-1


     


    

 


PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE
LOANS NOR THE TRUST SUBORDINATE COMPANION 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 OR (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, 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.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE
GROUP OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN
THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF MULTIPLE “REGULAR INTERESTS” 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-26-2


     


    

 


CSAIL 2017-CX10 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-STNA


 


	Class V1-STNA Pass-Through Rate:  N/A.  The Class V1-STNA Certificates will not have a Pass-Through Rate, but will be entitled to receive the Class V1-STNA Percentage Interest of the interest distributable on the Class STN-A and STN-B Regular Interests.	 	
        CUSIP:    [●]4

        [●]5

         

        ISIN:       [●]6

        [●]7

         

	
        Original Aggregate Certificate Balance of the
        Class V1-STNA Certificates: N/A

         

        The original aggregate Certificate Balance of the Class V1-STNA
        Certificates is equal to the aggregate Certificate Balance of the Class STN-A and STN-B Regular Interests on the Closing Date (without
        giving effect to any exchanges on the Closing Date).

	 	Initial Certificate Balance of this Certificate as of the Closing Date:  $[●] (subject to exchanges for another Exchangeable Group of Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)

                                         

	 	 	 
	First Distribution Date: December 15, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in November 2017 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date:  November 2027	 	No.: V1-STNA-[__]


 


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 V1-STNA Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
secured by first liens on commercial and multifamily properties and subordinate interests in two subordinate companion loans (the
“Trust Subordinate Companion Loans”) held in trust by the Trustee and serviced by the Master Servicer. The Trust
Fund was created, and the Mortgage Loans and the Trust Subordinate Companion 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


 


 



 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For Rule 144A Certificates


 


7
For Regulation S Certificates



 






    A-26-3


     


    

 


under the Pooling and Servicing Agreement are the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C,
Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class
V2-A, Class V2-Z, Class UES-A, Class UES-B, Class UES-C, Class UES-D, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class
V1-UESA, Class V1-UESD, Class V2-UES, Class V1-STNC, Class V2-STN, Class R and Class Z Certificates (together with the Class V1-STNA
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital Asset Management LLC, as
Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of multiple “regular interests” in a “real estate mortgage investment conduit,” as
those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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 V1-STNA 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 V1-STNA 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


 






    A-26-4


     


    

 


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(l)
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(l) 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 Standard Highline Trust
Subordinate Companion Loan, 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) and the Trust Subordinate
Companion Loans, 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 and the Trust Subordinate Companion 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 and the Trust Subordinate Companion Loans
required to be


 






    A-26-5


     


    

 


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


 


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-26-6


     


    

 


		(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
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest), 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;



 






    A-26-7


     


    

 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L
Towers VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections
3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Holder or, in the case of the Directing Certificateholder, the Holder of a majority of the Controlling Class, the Directing Holder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status
of the Grantor Trust



 






    A-26-8


     


    

 


as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest or a Standard
Highline VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest, the Y&L Towers VRR


 






    A-26-9


     


    

 


Interest
or the Standard Highline VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders)
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 the Trust Subordinate Companion 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 or Holder of Loan-Specific
Certificates, in any such case, without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion
Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the


 






    A-26-10


     


    

 


effect
that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied
and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the
Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person
in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC,
or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under
the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion
Loans 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, the Trust Subordinate Companion 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 (solely for the purposes of this calculation,
if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still an asset of the Trust,
then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust
Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate
Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans,
the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 






    A-26-11


     


    

 


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, the Mortgage Loans
or the Trust Subordinate Companion Loans.


 




    A-26-12


     


    

 




IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class V1-STNA Certificate to be duly executed.


 


Dated: November [__], 2017


 




	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized
                                         Signatory








 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class V1-STNA Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  


    A-26-13


     


    

 





 


EXHIBIT
A-40


 


CSAIL 2017-Cx10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-Cx10, CLASS V1-STNC


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION
CONSULTATION PARTY, THE INITIAL


 





 




 


		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-26-1


     


    

 


PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE
LOANS NOR THE TRUST SUBORDINATE COMPANION 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 OR (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, 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.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE
GROUP OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN
THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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-26-2


     


    

 


 


CSAIL 2017-CX10 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-STNC


 


	Class V1-STNC Pass-Through Rate:  N/A.  The Class V1-STNC Certificates will not have a Pass-Through Rate, but will be entitled to receive the Class V1-STNC Percentage Interest of the interest distributable on the Class STN-C Regular Interests.	 	
        CUSIP:     [●]4

                          [●]5

         

        ISIN:         [●]6

                          [●]7

	
        Original Aggregate Certificate Balance of the Class V1-STNC Certificates: N/A

         

        The original aggregate Certificate Balance of the Class V1-STNC
        Certificates is equal to the aggregate Certificate Balance of the Class STN-C Regular Interests on the Closing Date (without giving
        effect to any exchanges on the Closing Date).

        
	 	


                                                       

                                                      Initial
Certificate Balance of this Certificate as of the Closing Date:  $[●] (subject to exchanges for another Exchangeable
Group of Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)

	 	 	 
	First Distribution Date: December 15, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in November 2017 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date:  November 2027	 	No.: V1-STNC-[__]


 


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 V1-STNC Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
secured by first liens on commercial and multifamily properties and subordinate interests in two subordinate companion loans (the
“Trust Subordinate Companion Loans”) held in trust by the Trustee and serviced by the Master Servicer. The Trust
Fund was created, and the Mortgage Loans and the Trust Subordinate Companion 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


 





 







 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For Rule 144A Certificates


 


7 For
Regulation S Certificates


 











     A-26-3


     


    

 


under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A,
Class X-B, Class X-E, Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class
V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class UES-A, Class UES-B, Class UES-C, Class UES-D,
Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class V1-UESA, Class V1-UESD, Class V2-UES, Class V1-STNA, Class V2-STN, Class
R and Class Z Certificates (together with the Class V1-STNC Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital Asset Management LLC, as
Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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 V1-STNC 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 V1-STNC 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


 






     A-26-4


     


    

 


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(l)
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(l) 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 Standard Highline Trust
Subordinate Companion Loan, 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) and the Trust Subordinate
Companion Loans, 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 and the Trust Subordinate Companion 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 and the Trust Subordinate Companion Loans
required to be


 






     A-26-5


     


    

 


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


 


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-26-6


     


    

 


		(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
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest), 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;



 






     A-26-7


     


    

 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L
Towers VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions
of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination
Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Holder or, in the case of the Directing Certificateholder, the Holder of a majority of the Controlling Class, the Directing Holder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status
of the Grantor Trust



 






     A-26-8


     


    

 


as
a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest or a Standard
Highline VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest, the Y&L Towers VRR


 






     A-26-9


     


    

 


Interest
or the Standard Highline VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders)
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 the Trust Subordinate Companion 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 or Holder of Loan-Specific
Certificates, in any such case, without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion
Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the


 






     A-26-10


     


    

 


effect
that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied
and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the
Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person
in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC,
or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under
the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion
Loans 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, the Trust Subordinate Companion 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 (solely for the purposes of this calculation,
if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still an asset of the Trust,
then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust
Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate
Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans,
the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 






     A-26-11


     


    




 


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, the Mortgage Loans
or the Trust Subordinate Companion Loans.


 






     A-26-12


     


    

 


IN WITNESS
WHEREOF, the Certificate Administrator has caused this Class V1-STNC Certificate
to be duly executed.


 


Dated: November [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  


Certificate
of Authentication


 


This is one of the
Class V1-STNC Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


 






     A-26-13


     


    

  


EXHIBIT
A-41


 


CSAIL 2017-Cx10
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-Cx10, CLASS V2-STN


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION
CONSULTATION PARTY, THE INITIAL


 


 





 




 





		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-26-1


     


    







 


PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE
NOR THE TRUST SUBORDINATE COMPANION LOAN 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 OR (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, 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.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE
GROUP OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN
THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF MULTIPLE “REGULAR INTERESTS” 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-26-2


     


    

  


CSAIL 2017-CX10 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V2-STN


 


	Class V2-STN Pass-Through Rate:  N/A.  The Class V2-STN Certificates will not have a Pass-Through Rate, but will be entitled to receive the Class V2-STN Percentage Interest of the interest distributable on the Standard Highline Trust Subordinate Companion Loan REMIC Regular Interests.	 	
        CUSIP:     [●]4

                           [●]5  

         

        ISIN:         [●]6

                           [●]7

        

	 	 	 
	
        Original Aggregate Certificate Balance of the
        Class V2-STN Certificates: N/A

         

        The original aggregate Certificate Balance of the Class V2-STN
        Certificates is equal to the aggregate Certificate Balance of the Standard Highline Trust Subordinate Companion Loan REMIC Regular
        Interests on the Closing Date (without giving effect to any exchanges on the Closing Date).

         
	 	



Initial Certificate Balance of this Certificate as of the Closing Date:  $0 (subject to exchanges for another Exchangeable Group of Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)
	First Distribution Date: December 15, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in November 2017 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date:  November 2027	 	No.: V2-STN-[__]


 


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 V2-STN Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
secured by first liens on commercial and multifamily properties and subordinate interests in two subordinate companion loans (the
“Trust Subordinate Companion Loans”) held in trust by the Trustee and serviced by the Master Servicer. The Trust
Fund was created, and the Mortgage Loans and the Trust Subordinate Companion 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


 





 




 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For Rule 144A Certificates


 


7 For
Regulation S Certificates


 











     A-26-3


     


    

 


provision
of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded
to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D,
Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class
V2-Z, Class UES-A, Class UES-B, Class UES-C, Class UES-D, Class STN-A, Class STN-B, Class STN-X, Class STN-C, Class V1-UESA, Class
V1-UESD, Class V2-UES, Class V1-STNA, Class V1-STNC, Class R and Class Z Certificates (together with the Class V2-STN Certificates,
the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and CWCapital Asset Management LLC, as
Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of multiple “regular interests” in a “real estate mortgage investment conduit,” as
those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2017 (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 V2-STN 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 V2-STN 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


  






     A-26-4


     


    

 


Day
of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made (a)
by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l)
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(l) 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 Standard Highline Trust
Subordinate Companion Loan, 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) and the Trust Subordinate
Companion Loans, 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 and the Trust Subordinate Companion 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


 






     A-26-5


     


    

 


Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion 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 or Trust Subordinate Companion 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 Trust Subordinate
Companion Loan REMIC Distribution Accounts, the Regular Interest Distribution Account, the Excess Interest Distribution Account,
the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest therein) and any REO
Account (to the extent of the Trust’s interest therein), including any reinvestment income, as applicable; (ix) any Environmental
Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under
each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii)
the Trust Subordinate Companion Loan REMIC 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).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations


 






     A-26-6


     


    

 


Reviewer,
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or the Companion Holders:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR Interest), 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 



 






     A-26-7


     


    

 


federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person;


 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L
Towers VRR Interest or a Standard Highline VRR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest, a Y&L Towers VRR Interest or a Standard Highline VRR
Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions
of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination
Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Holder or, in the case of the Directing Certificateholder, the Holder of a majority of the Controlling Class, the Directing Holder,
determine that the commercial mortgage backed securities industry



  



     A-26-8


     


    




 


standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest, a Y&L Towers VRR Interest or a Standard
Highline VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 






     A-26-9


     


    

 


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 (including, for the avoidance of doubt, any Holders of the VRR Interest, the Y&L Towers VRR
Interest or the Standard Highline VRR Interest to the extent any such amendment would adversely affect the rights of such Certificateholders)
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 the Trust Subordinate Companion 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 or Holder of Loan-Specific
Certificates, in any such case, without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion
Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 






     A-26-10


     


    

 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion
Loans 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, the Trust Subordinate Companion 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 (solely for the purposes of this calculation,
if such right is being exercised after December 2027 and the 237 East Fordham Road Mortgage Loan is still an asset of the Trust,
then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust
Subordinate Companion Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans and Trust Subordinate
Companion Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans,
the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the


 






     A-26-11


     


    

 


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, the Mortgage Loans
or the Trust Subordinate Companion Loans.


 






     A-26-12


     


    

 


IN WITNESS
WHEREOF, the Certificate Administrator has caused this Class V2-STN Certificate to
be duly executed.


 


Dated: November [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  


Certificate
of Authentication


 


This is one of the
Class V2-STN Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


 






     A-26-13


     


    

 















 





EXHIBIT
B


 


MORTGAGE
LOAN SCHEDULE


 






    B-1


     


    

 







 


CSAIL 2017-CX10


MORTGAGE LOAN SCHEDULE


 




	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	City	State	Zip Code	County	Property Name	Size	Measure	Mortgage Rate in Effect at Origination (%)	Net Mortgage Rate in Effect at the Cut-off Date (%)	Companion Loan Mortgage Rate in Effect at Origination (%)	Companion Loan Net Mortgage Rate in Effect at the Cut-off Date (%)
	1	Column Financial, Inc.	Corporate Properties Trust II SPE, L.L.C.	236 Perimeter Center Parkway Northeast	Dunwoody	GA	30346	DeKalb	Park Center Phase I	590,926	Square Feet	3.3400000%	3.3261300%	3.3400000%	3.3261300%
	2	Column Financial, Inc.; Citi Real Estate Funding Inc.	ARC GEGRDMI001, LLC; ARC GSIFLMN001, LLC; ARC MKMDNNJ001, LLC; ARC SZPTNNJ001, LLC; ARC CSVBTMI001, LLC; ARG FEMRGWV001, LLC; ARC NNMFBTN001, LLC; ARC FEBHMNY001, LLC; ARC LPSBDIN001, LLC; ARC PNSCRPA001, LLC; ARC CJHSNTX002, LLC; ARC CJHSNTX001, LLC	Various	Various	Various	Various	Various	GNL Portfolio	2,620,673	Square Feet	4.3690000%	4.3551300%	4.3690000%	4.3551300%
	2.01	Column Financial, Inc.	 	100 College Road West	Plainsboro	NJ	08540	Middlesex	Sandoz, Inc.	154,101	Square Feet	 	 	 	 
	2.02	Column Financial, Inc.	 	2 Giralda Farms	Madison	NJ	07940	Middlesex	Intervet Inc.	146,366	Square Feet	 	 	 	 
	2.03	Column Financial, Inc.	 	3290 Patterson Avenue Southeast 	Grand Rapids	MI	49512	Kent	GE Aviation Systems, LLC	369,000	Square Feet	 	 	 	 
	2.04	Column Financial, Inc.	 	100 Orville Drive	Bohemia	NY	11716	Suffolk	FedEx Ground Package System, Inc. (NY)	158,520	Square Feet	 	 	 	 
	2.05	Column Financial, Inc.	 	4500 Singer Road	Murfreesboro	TN	37129	Rutherford	Nissan North America Inc.	462,155	Square Feet	 	 	 	 
	2.06	Column Financial, Inc.	 	6331 Schooner Drive	Van Buren Township	MI	48111	Wayne	Constellium Automotive USA, LLC	320,680	Square Feet	 	 	 	 
	2.07	Column Financial, Inc.	 	3990 Rogerdale Road	Houston	TX	77042	Harris	C&J Energy Services, Inc. II	125,000	Square Feet	 	 	 	 
	2.08	Column Financial, Inc.	 	1902 West Sample Street	South Bend	IN	46619	St. Joseph	Lippert Components Manufacturing, Inc.	539,137	Square Feet	 	 	 	 
	2.09	Column Financial, Inc.	 	163 Pitman Road	Morgantown	WV	26501	Monongalia	FedEx Ground Package System, Inc. (WV)	103,512	Square Feet	 	 	 	 
	2.1	Column Financial, Inc.	 	10771 Westpark Drive	Houston	TX	77042	Harris	C&J Energy Services, Inc. I	96,149	Square Feet	 	 	 	 
	2.11	Column Financial, Inc.	 	312 Highway 11 East	International Falls	MN	56649	Koochiching	U.S. General Services Administration	33,000	Square Feet	 	 	 	 
	2.12	Column Financial, Inc.	 	201 Penn Avenue	Scranton	PA	18503	Lackawanna	PNC Bank N.A.	113,053	Square Feet	 	 	 	 
	3	Natixis Real Estate Capital LLC; UBS AG	CF E 88 LLC; SM E 88 LLC; CF E 86 LLC; SM E 86 LLC; LSG E 86 LLC	Various	New York	NY	Various	New York	Yorkshire & Lexington Towers	827	Units	2.7400000%	2.7261300%	2.7400000%	2.7261300%
	3.01	Natixis Real Estate Capital LLC; UBS AG	 	305 East 86th Street	New York	NY	10028	New York	Yorkshire Tower	690	Units	 	 	 	 
	3.02	Natixis Real Estate Capital LLC; UBS AG	 	160 East 88th Street	New York	NY	10128	New York	Lexington Tower	137	Units	 	 	 	 
	4	Column Financial, Inc.	THR 43 Land LLC	270 West 43rd Street	New York	NY	10036	New York	Westin Times Square Fee	17,574	Square Feet	3.5100000%	3.4961300%	NAP	NAP
	5	Column Financial, Inc.	CNI One Cal Plaza Owner, LLC	300 South Grand Avenue	Los Angeles	CA	90071	Los Angeles	One California Plaza 	1,047,062	Square Feet	3.8000000%	3.7861300%	3.8000000%	3.7861300%
	6	Column Financial, Inc.; JPMorgan Chase Bank, National Association; Cantor Commercial Real Estate Lending, L.P.	Lehigh Valley Mall, LLC	250 Lehigh Valley Mall	Whitehall	PA	18052	Lehigh	Lehigh Valley Mall	545,233	Square Feet	4.0560000%	4.0421300%	4.0560000%	4.0421300%
	7	Natixis Real Estate Capital LLC	GC SHL, LLC	848 Washington Street	New York	NY	10014	New York	The Standard Highline NYC	338	Rooms	5.2837778%	5.2699078%	NAP	NAP
	8	Natixis Real Estate Capital LLC	Starvue LLC	425 106th Avenue Northeast	Bellevue	WA	98004	King	Centre 425 Bellevue	356,909	Square Feet	4.1510000%	4.1371300%	4.1510000%	4.1371300%
	9	Column Financial, Inc.	CLdN NY LLC	379 West Broadway	New York	NY	10012	New York	379 West Broadway	69,392	Square Feet	4.7410000%	4.7271300%	NAP	NAP
	10	Natixis Real Estate Capital LLC	Hertz Center at 600 Vine, LLC	600 Vine Street	Cincinnati	OH	45202	Hamilton	600 Vine	578,893	Square Feet	4.2015530%	4.1876830%	4.2015530%	4.1876830%
	11	Natixis, New York Branch	Downtown Properties VII, LLC; 300 Montgomery Associates	300 Montgomery Street	San Francisco	CA	94104	San Francisco	300 Montgomery	192,574	Square Feet	3.5700000%	3.5561300%	3.5700000%	3.5561300%
	12	Benefit Street Partners CRE Finance LLC	Ashgrove Apartments Of Jefferson County, Ltd., Hayfield Park Apartments Of Boone County, Ltd., Beckford Place Apartments Of The Plains, Ltd., Camellia Court Apartments Of Columbus, Ltd., Camellia Court Apartments Of Columbus, II, Ltd., Forsythia Court Apartments Of Columbus, Ltd., Meadowood Apartments Of Warrick County, Ltd., Ridgewood Apartments Of Bedford, Ltd., Laurelwood Court Apartments Of Bedford, Ltd., Slate Run Apartments Of Bedford, Ltd., Foxhaven Apartments Of Stark County, L.L.C., River Glen Apartments Of Reynoldsburg II LLC, Empirian Carleton Court LLC, CRSI SPV 96, LLC, CRSI SPV 59, LLC, Tabor Ridge Apartments LLC, Elmwoods Apartments Of Marietta, Ltd. (L.P.), A Georgia Limited Partnership, and Wood Trail Apartments Of Newnan, Ltd. (L.P.), A Georgia Limited Partnership	Various	Various	Various	Various	Various	Garden Multifamily Portfolio 	1,192	Units	5.0100000%	4.9961300%	5.0100000%	4.9961300%
	12.01	Benefit Street Partners CRE Finance LLC	 	2976 Cascade Drive	Ann Arbor	MI	48104	Washtenaw	Carleton	103	Units	 	 	 	 
	12.02	Benefit Street Partners CRE Finance LLC	 	1184 Fox Creek Lane	Reynoldsburg	OH	43068	Franklin	River Glen	113	Units	 	 	 	 
	12.03	Benefit Street Partners CRE Finance LLC	 	80 Emerson Avenue	Berea	OH	44017	Cuyahoga	Tabor Ridge	97	Units	 	 	 	 
	12.04	Benefit Street Partners CRE Finance LLC	 	3326 Michael Avenue	Bedford	IN	47421	Lawrence	Ridgewood	98	Units	 	 	 	 
	12.05	Benefit Street Partners CRE Finance LLC	 	4171 Foxhaven Avenue Northwest	Canton	OH	44718	Stark	Foxhaven	107	Units	 	 	 	 
	12.06	Benefit Street Partners CRE Finance LLC	 	5519-C Limaburg Road	Burlington	KY	41005	Boone	Hayfield	86	Units	 	 	 	 
	12.07	Benefit Street Partners CRE Finance LLC	 	1632 Laurel Bay Drive	Ypsilanti	MI	48198	Washtenaw	Laurel	68	Units	 	 	 	 
	12.08	Benefit Street Partners CRE Finance LLC	 	247 Jackson Street	Newnan	GA	30263	Coweta	Wood Trail	61	Units	 	 	 	 
	12.09	Benefit Street Partners CRE Finance LLC	 	3835 Beth Anne Drive	Columbus	OH	43207	Franklin	Camellia	104	Units	 	 	 	 
	12.1	Benefit Street Partners CRE Finance LLC	 	7701 Hogans Run	Louisville	KY	40228	Jefferson	Ashgrove	60	Units	 	 	 	 
	12.11	Benefit Street Partners CRE Finance LLC	 	450 Turney Road	Bedford	OH	44146	Cuyahoga	Slate Run	62	Units	 	 	 	 
	12.12	Benefit Street Partners CRE Finance LLC	 	1481 Bunchline Drive	Westerville	OH	43081	Franklin	Forsythia	60	Units	 	 	 	 
	12.13	Benefit Street Partners CRE Finance LLC	 	36 Poston Road	The Plains	OH	45780	Athens	Beckford	60	Units	 	 	 	 
	12.14	Benefit Street Partners CRE Finance LLC	 	8611 Meadowood Drive	Newburgh	IN	47630	Warrick	Meadowood 	65	Units	 	 	 	 
	12.15	Benefit Street Partners CRE Finance LLC	 	1705 Roswell Road	Marietta	GA	30062	Cobb	Elmwood	48	Units	 	 	 	 
	13	Natixis Real Estate Capital LLC	DP 21, LLC	333 North Bedford Road	Mount Kisco; Bedford	NY	10549	Westchester	333 North Bedford	611,954	Square Feet	3.7800000%	3.7661300%	3.7800000%	3.7661300%
	14	BSPRT Finance, LLC; J.P. Morgan Chase Bank, National Association	PZ Miracle GL LLC	4100 William Penn Highway	Monroeville	PA	15146	Allegheny	Miracle Mile	298,694	Square Feet	4.3400000%	4.3161300%	4.3400000%	4.3161300%
	15	Natixis Real Estate Capital LLC	Totowa Beacon, LLC; Totowa II, LLC; Totowa III, LLC; Totowa IV, LLC	Various	Totowa	NJ	07512	Passaic	Totowa Commerce Center	507,779	Square Feet	4.2050000%	4.1911300%	4.2050000%	4.1911300%
	15.01	Natixis Real Estate Capital LLC	 	80-100 Commerce Way	Totowa	NJ	07512	Passaic	80-100 Commerce Way	47,294	Square Feet	 	 	 	 
	15.02	Natixis Real Estate Capital LLC	 	40 Commerce Way	Totowa	NJ	07512	Passaic	40 Commerce Way	50,822	Square Feet	 	 	 	 
	15.03	Natixis Real Estate Capital LLC	 	29 Commerce Way	Totowa	NJ	07512	Passaic	29 Commerce Way	50,969	Square Feet	 	 	 	 
	15.04	Natixis Real Estate Capital LLC	 	One Center Court	Totowa	NJ	07512	Passaic	One Center Court	39,245	Square Feet	 	 	 	 
	15.05	Natixis Real Estate Capital LLC	 	11 Commerce Way	Totowa	NJ	07512	Passaic	11 Commerce Way	47,207	Square Feet	 	 	 	 
	15.06	Natixis Real Estate Capital LLC	 	45 Commerce Way	Totowa	NJ	07512	Passaic	45 Commerce Way	51,849	Square Feet	 	 	 	 
	15.07	Natixis Real Estate Capital LLC	 	999 Riverview Drive	Totowa	NJ	07512	Passaic	999 Riverview Drive	58,191	Square Feet	 	 	 	 
	15.08	Natixis Real Estate Capital LLC	 	Two Center Court	Totowa	NJ	07512	Passaic	Two Center Court	30,600	Square Feet	 	 	 	 
	15.09	Natixis Real Estate Capital LLC	 	120-140 Commerce Way	Totowa	NJ	07512	Passaic	120-140 Commerce Way	35,765	Square Feet	 	 	 	 
	15.1	Natixis Real Estate Capital LLC	 	60 Commerce Way	Totowa	NJ	07512	Passaic	60 Commerce Way	50,943	Square Feet	 	 	 	 
	15.11	Natixis Real Estate Capital LLC	 	20 Commerce Way	Totowa	NJ	07512	Passaic	20 Commerce Way	44,894	Square Feet	 	 	 	 
	16	BSPRT Finance, LLC	Rockside Equities Holdings, LLC	Various	Various	OH	44131	Cuyahoga 	Rockside Office Portfolio	354,741	Square Feet	4.1500000%	4.1361300%	NAP	NAP
	16.01	BSPRT Finance, LLC	 	6000 Freedom Square Drive	Independence	OH	44131	Cuyahoga	Freedom Square II	115,187	Square Feet	 	 	 	 
	16.02	BSPRT Finance, LLC	 	4511 Rockside Road	Independence	OH	44131	Cuyahoga	Freedom Square III	71,693	Square Feet	 	 	 	 
	16.03	BSPRT Finance, LLC	 	5700 Lombardo Center	Seven Hillls	OH	44131	Cuyahoga	Rock Run North	63,294	Square Feet	 	 	 	 
	16.04	BSPRT Finance, LLC	 	5700 Lombardo Center	Seven Hillls	OH	44131	Cuyahoga	Rock Run Center	63,304	Square Feet	 	 	 	 
	16.05	BSPRT Finance, LLC	 	4401 Rockside Road	Independence	OH	44131	Cuyahoga	Freedom Square I	41,263	Square Feet	 	 	 	 
	17	Column Financial, Inc.	CP Boulders, LLC	34631 North Tom Darlington Drive	Scottsdale	AZ	85262	Maricopa	The Boulders Resort & Spa	160	Rooms	5.4800000%	5.4661300%	5.4800000%	5.4661300%
	18	BSPRT Finance, LLC	701E22, LLC	701 East 22nd Street	Lombard	IL	60148	DuPage	701 East 22nd Street 	174,098	Square Feet	5.0000000%	4.9861300%	NAP	NAP
	19	Natixis Real Estate Capital LLC	Val-Ford Realty Inc.	237-263 East Fordham Road	Bronx	NY	10458	Bronx	237 East Fordham Road	24,000	Square Feet	3.9270000%	3.9131300%	NAP	NAP
	20	Column Financial, Inc.	Wild Meadows MHC, LLC	529 Weaver Drive	Dover	DE	19901	Kent	Wild Meadows	223	Pads	4.5530000%	4.5391300%	NAP	NAP
	21	BSPRT Finance, LLC	Washingtonville Limited Partnership	1340 Smith Avenue	Baltimore	MD	21209	NAP	Mt. Washington Mill	73,392	Square Feet	4.4100000%	4.3961300%	NAP	NAP
	22	BSPRT Finance, LLC	GIP 2017 LLC	Various	Various	MD	Various	Various	Goldstar Industrial Portfolio	217,500	Square Feet	4.2100000%	4.1961300%	NAP	NAP
	22.01	BSPRT Finance, LLC	 	1361 Brass Mill Road	Belcamp	MD	21017	Harford	1361 Brass Mill Road 	54,000	Square Feet	 	 	 	 
	22.02	BSPRT Finance, LLC	 	6350-6360 South Hanover Road	Elkridge	MD	21075	Howard	Harwood Business Center 	47,100	Square Feet	 	 	 	 
	22.03	BSPRT Finance, LLC	 	201 Gateway Drive	Bel Air 	MD	21014	Harford	201 Gateway Drive	20,400	Square Feet	 	 	 	 
	22.04	BSPRT Finance, LLC	 	2113 Columbia Park Road	Edgewood	MD	21040	Harford	2113 Columbia Park Road	30,000	Square Feet	 	 	 	 
	22.05	BSPRT Finance, LLC	 	2111 Emmorton Park Road	Edgewood	MD	21040	Harford	2111 Emmorton Park Road	30,000	Square Feet	 	 	 	 
	22.06	BSPRT Finance, LLC	 	5495 Levering Avenue	Elkridge	MD	21075	Howard	5495 Levering Avenue 	36,000	Square Feet	 	 	 	 
	23	BSPRT Finance, LLC	June Road Meadows 1, LLC	4343-4360 Fuchsia Drive and 4330-4349 Water Lily Loop	Bellingham	WA	98226	Whatcom	Meadows at June Road	79	Units	4.8700000%	4.8561300%	NAP	NAP
	24	BSPRT Finance, LLC	Lakefront Acquisition LLC	6101-6251 Chancellor Drive	Orlando	FL	32809	Orange	Lakefront I & II 	192,767	Square Feet	4.4500000%	4.3886300%	NAP	NAP
	25	Natixis Real Estate Capital LLC	Spurlock Apartments, L.P.	2575 North 31st Street	Nederland	TX	77627	Jefferson	Spurlock Apartments	135	Units	4.3650000%	4.3511300%	NAP	NAP
	26	BSPRT Finance, LLC	SeaMist Camping Resort, Inc.	4616 Devane Road	Shallotte	NC	28470	Brunswick	SeaMist RV Park	246	Pads	5.6400000%	5.6261300%	NAP	NAP
	27	BSPRT Finance, LLC	Southern Woods 2017, LLC	1286 Southern Woods Drive	Tucker	GA	30084	Gwinnett	Southern Woods	104	Units	5.2400000%	5.2261300%	NAP	NAP
	28	Natixis Real Estate Capital LLC	East Sixth Street LLC; HPA 332 East 6th, LLC	332 East 6th Street	New York	NY	10003	New York	332 East 6th Street	12	Units	4.4500000%	4.4361300%	NAP	NAP
	29	Natixis Real Estate Capital LLC	ECG-Columbia-II, LLC	250 Springtree Drive	Columbia	SC	29223	Richland	Springtree Apartments	152	Units	4.8450000%	4.8311300%	NAP	NAP
	30	Natixis Real Estate Capital LLC	Jemal’s KFC L.L.C.	1442 Pennsylvania Avenue Southeast	Washington	DC	20003	District of Columbia	1442 Pennsylvania Avenue Southeast	11,096	Square Feet	4.6890000%	4.6751300%	NAP	NAP
	31	Natixis Real Estate Capital LLC	SY Property 11875 LLC	11875 Gateway Boulevard West	El Paso	TX	79936	El Paso	Outback Steakhouse El Paso	6,204	Square Feet	5.1800000%	5.1661300%	NAP	NAP


 


    


     


    


 


	Trust Subordinate Companion Loans	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	City	State	Zip Code	County	Property Name	Size	Measure	Mortgage Rate in Effect at Origination (%)	Net Mortgage Rate in Effect at the Cut-off Date (%)	Companion Loan Mortgage Rate in Effect at Origination (%)	Companion Loan Net Mortgage Rate in Effect at the Cut-off Date (%)
	TS-1	Natixis Real Estate Capital LLC; UBS AG	CF E 88 LLC; SM E 88 LLC; CF E 86 LLC; SM E 86 LLC; LSG E 86 LLC	Various	New York	NY	Various	New York	Yorkshire & Lexington Towers	827	Units	4.2500000%	4.2366000%	4.2500000%	4.2366000%
	TS-1.01	Natixis Real Estate Capital LLC; UBS AG	 	305 East 86th Street	New York	NY	10028	New York	Yorkshire Tower	690	Units	 	 	 	 
	TS-1.02	Natixis Real Estate Capital LLC; UBS AG	 	160 East 88th Street	New York	NY	10128	New York	Lexington Tower	137	Units	 	 	 	 
	TS-2	Natixis Real Estate Capital LLC	GC SHL, LLC	848 Washington Street	New York	NY	10014	New York	The Standard Highline NYC	338	Rooms	4.3000000%	4.2866000%	NAP	NAP


 


    


     


    


 


 


CSAIL 2017-CX10


MORTGAGE LOAN SCHEDULE


 



	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	Original Principal Balance	Cut-off Principal Balance	Original Term	Remaining Term	Maturity/ARD Date	Amortiziation Term	Remaining Amortization Term for Balloon Loans	Companion Loan Cut-off Principal Balance	Companion Loan Original Term	Companion Loan Remaining Term	Companion Loan Maturity/ARD Date	Companion Loan Amortiziation Term	Companion Loan Remaining Amortization Term for Balloon Loans	Monthly Payment
	1	Column Financial, Inc.	Corporate Properties Trust II SPE, L.L.C.	236 Perimeter Center Parkway Northeast	$78,000,000	$78,000,000	84	81	8/6/2024	0	0	$80,000,000	84	81	8/6/2024	0	0	$220,115
	2	Column Financial, Inc.; Citi Real Estate Funding Inc.	ARC GEGRDMI001, LLC; ARC GSIFLMN001, LLC; ARC MKMDNNJ001, LLC; ARC SZPTNNJ001, LLC; ARC CSVBTMI001, LLC; ARG FEMRGWV001, LLC; ARC NNMFBTN001, LLC; ARC FEBHMNY001, LLC; ARC LPSBDIN001, LLC; ARC PNSCRPA001, LLC; ARC CJHSNTX002, LLC; ARC CJHSNTX001, LLC	Various	$73,000,000	$73,000,000	120	120	11/6/2027	0	0	$114,000,000	120	120	11/6/2027	0	0	$269,472
	2.01	Column Financial, Inc.	 	100 College Road West	$13,616,257	$13,616,257	 	 	 	 	 	 	 	 	 	 	 	 
	2.02	Column Financial, Inc.	 	2 Giralda Farms	$10,520,588	$10,520,588	 	 	 	 	 	 	 	 	 	 	 	 
	2.03	Column Financial, Inc.	 	3290 Patterson Avenue Southeast 	$9,388,503	$9,388,503	 	 	 	 	 	 	 	 	 	 	 	 
	2.04	Column Financial, Inc.	 	100 Orville Drive	$7,563,503	$7,563,503	 	 	 	 	 	 	 	 	 	 	 	 
	2.05	Column Financial, Inc.	 	4500 Singer Road	$6,648,075	$6,648,075	 	 	 	 	 	 	 	 	 	 	 	 
	2.06	Column Financial, Inc.	 	6331 Schooner Drive	$5,972,727	$5,972,727	 	 	 	 	 	 	 	 	 	 	 	 
	2.07	Column Financial, Inc.	 	3990 Rogerdale Road	$4,899,198	$4,899,198	 	 	 	 	 	 	 	 	 	 	 	 
	2.08	Column Financial, Inc.	 	1902 West Sample Street	$3,528,984	$3,528,984	 	 	 	 	 	 	 	 	 	 	 	 
	2.09	Column Financial, Inc.	 	163 Pitman Road	$3,119,091	$3,119,091	 	 	 	 	 	 	 	 	 	 	 	 
	2.1	Column Financial, Inc.	 	10771 Westpark Drive	$3,044,920	$3,044,920	 	 	 	 	 	 	 	 	 	 	 	 
	2.11	Column Financial, Inc.	 	312 Highway 11 East	$2,769,706	$2,769,706	 	 	 	 	 	 	 	 	 	 	 	 
	2.12	Column Financial, Inc.	 	201 Penn Avenue	$1,928,449	$1,928,449	 	 	 	 	 	 	 	 	 	 	 	 
	3	Natixis Real Estate Capital LLC; UBS AG	CF E 88 LLC; SM E 88 LLC; CF E 86 LLC; SM E 86 LLC; LSG E 86 LLC	Various	$60,000,000	$60,000,000	60	59	10/6/2022	0	0	$140,000,000	60	59	10/6/2022	0	0	$138,903
	3.01	Natixis Real Estate Capital LLC; UBS AG	 	305 East 86th Street	$50,220,000	$50,220,000	 	 	 	 	 	 	 	 	 	 	 	 
	3.02	Natixis Real Estate Capital LLC; UBS AG	 	160 East 88th Street	$9,780,000	$9,780,000	 	 	 	 	 	 	 	 	 	 	 	 
	4	Column Financial, Inc.	THR 43 Land LLC	270 West 43rd Street	$57,000,000	$57,000,000	120	120	11/6/2027	0	0	NAP	NAP	NAP	NAP	NAP	NAP	$169,041
	5	Column Financial, Inc.	CNI One Cal Plaza Owner, LLC	300 South Grand Avenue	$50,000,000	$50,000,000	84	84	11/6/2024	0	0	$86,000,000	84	84	11/6/2024	0	0	$160,532
	6	Column Financial, Inc.; JPMorgan Chase Bank, National Association; Cantor Commercial Real Estate Lending, L.P.	Lehigh Valley Mall, LLC	250 Lehigh Valley Mall	$50,000,000	$50,000,000	120	120	11/1/2027	360	360	$150,000,000	120	120	11/1/2027	360	360	$240,325
	7	Natixis Real Estate Capital LLC	GC SHL, LLC	848 Washington Street	$45,000,000	$45,000,000	120	120	11/5/2027	0	0	NAP	NAP	NAP	NAP	NAP	NAP	$200,894
	8	Natixis Real Estate Capital LLC	Starvue LLC	425 106th Avenue Northeast	$44,000,000	$44,000,000	120	120	11/7/2027	0	0	$50,000,000	120	120	11/7/2027	0	0	$154,317
	9	Column Financial, Inc.	CLdN NY LLC	379 West Broadway	$42,000,000	$42,000,000	120	120	11/6/2027	0	0	NAP	NAP	NAP	NAP	NAP	NAP	$168,240
	10	Natixis Real Estate Capital LLC	Hertz Center at 600 Vine, LLC	600 Vine Street	$36,000,000	$35,998,538	120	118	9/5/2027	360	358	$16,800,000	120	118	9/5/2027	360	358	$178,746
	11	Natixis, New York Branch	Downtown Properties VII, LLC; 300 Montgomery Associates	300 Montgomery Street	$30,000,000	$30,000,000	120	118	9/5/2027	0	0	$36,000,000	120	118	9/5/2027	0	0	$90,490
	12	Benefit Street Partners CRE Finance LLC	Ashgrove Apartments Of Jefferson County, Ltd., Hayfield Park Apartments Of Boone County, Ltd., Beckford Place Apartments Of The Plains, Ltd., Camellia Court Apartments Of Columbus, Ltd., Camellia Court Apartments Of Columbus, II, Ltd., Forsythia Court Apartments Of Columbus, Ltd., Meadowood Apartments Of Warrick County, Ltd., Ridgewood Apartments Of Bedford, Ltd., Laurelwood Court Apartments Of Bedford, Ltd., Slate Run Apartments Of Bedford, Ltd., Foxhaven Apartments Of Stark County, L.L.C., River Glen Apartments Of Reynoldsburg II LLC, Empirian Carleton Court LLC, CRSI SPV 96, LLC, CRSI SPV 59, LLC, Tabor Ridge Apartments LLC, Elmwoods Apartments Of Marietta, Ltd. (L.P.), A Georgia Limited Partnership, and Wood Trail Apartments Of Newnan, Ltd. (L.P.), A Georgia Limited Partnership	Various	$29,500,000	$29,333,985	120	115	6/6/2027	360	355	$28,000,000	120	115	6/6/2027	360	355	$158,543
	12.01	Benefit Street Partners CRE Finance LLC	 	2976 Cascade Drive	$3,180,870	$3,162,969	 	 	 	 	 	 	 	 	 	 	 	 
	12.02	Benefit Street Partners CRE Finance LLC	 	1184 Fox Creek Lane	$3,073,130	$3,055,836	 	 	 	 	 	 	 	 	 	 	 	 
	12.03	Benefit Street Partners CRE Finance LLC	 	80 Emerson Avenue	$2,462,609	$2,448,750	 	 	 	 	 	 	 	 	 	 	 	 
	12.04	Benefit Street Partners CRE Finance LLC	 	3326 Michael Avenue	$2,411,304	$2,397,734	 	 	 	 	 	 	 	 	 	 	 	 
	12.05	Benefit Street Partners CRE Finance LLC	 	4171 Foxhaven Avenue Northwest	$2,036,783	$2,025,320	 	 	 	 	 	 	 	 	 	 	 	 
	12.06	Benefit Street Partners CRE Finance LLC	 	5519-C Limaburg Road	$2,031,652	$2,020,219	 	 	 	 	 	 	 	 	 	 	 	 
	12.07	Benefit Street Partners CRE Finance LLC	 	1632 Laurel Bay Drive	$1,795,652	$1,785,547	 	 	 	 	 	 	 	 	 	 	 	 
	12.08	Benefit Street Partners CRE Finance LLC	 	247 Jackson Street	$1,770,000	$1,760,039	 	 	 	 	 	 	 	 	 	 	 	 
	12.09	Benefit Street Partners CRE Finance LLC	 	3835 Beth Anne Drive	$1,680,217	$1,670,762	 	 	 	 	 	 	 	 	 	 	 	 
	12.1	Benefit Street Partners CRE Finance LLC	 	7701 Hogans Run	$1,564,783	$1,555,977	 	 	 	 	 	 	 	 	 	 	 	 
	12.11	Benefit Street Partners CRE Finance LLC	 	450 Turney Road	$1,546,826	$1,538,121	 	 	 	 	 	 	 	 	 	 	 	 
	12.12	Benefit Street Partners CRE Finance LLC	 	1481 Bunchline Drive	$1,539,130	$1,530,469	 	 	 	 	 	 	 	 	 	 	 	 
	12.13	Benefit Street Partners CRE Finance LLC	 	36 Poston Road	$1,513,478	$1,504,961	 	 	 	 	 	 	 	 	 	 	 	 
	12.14	Benefit Street Partners CRE Finance LLC	 	8611 Meadowood Drive	$1,508,348	$1,499,859	 	 	 	 	 	 	 	 	 	 	 	 
	12.15	Benefit Street Partners CRE Finance LLC	 	1705 Roswell Road	$1,385,217	$1,377,422	 	 	 	 	 	 	 	 	 	 	 	 
	13	Natixis Real Estate Capital LLC	DP 21, LLC	333 North Bedford Road	$29,500,000	$28,844,126	120	105	8/10/2026	360	345	$30,000,000	120	105	8/10/2026	360	345	$137,122
	14	BSPRT Finance, LLC; J.P. Morgan Chase Bank, National Association	PZ Miracle GL LLC	4100 William Penn Highway	$28,000,000	$28,000,000	120	119	10/6/2027	360	360	$28,000,000	120	119	10/6/2027	360	360	$139,222
	15	Natixis Real Estate Capital LLC	Totowa Beacon, LLC; Totowa II, LLC; Totowa III, LLC; Totowa IV, LLC	Various	$26,750,000	$26,750,000	120	119	10/5/2027	360	360	$25,000,000	120	119	10/5/2027	360	360	$130,890
	15.01	Natixis Real Estate Capital LLC	 	80-100 Commerce Way	$3,494,101	$3,494,101	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	Natixis Real Estate Capital LLC	 	40 Commerce Way	$3,396,659	$3,396,659	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	Natixis Real Estate Capital LLC	 	29 Commerce Way	$3,380,095	$3,380,095	 	 	 	 	 	 	 	 	 	 	 	 
	15.04	Natixis Real Estate Capital LLC	 	One Center Court	$3,205,116	$3,205,116	 	 	 	 	 	 	 	 	 	 	 	 
	15.05	Natixis Real Estate Capital LLC	 	11 Commerce Way	$3,194,062	$3,194,062	 	 	 	 	 	 	 	 	 	 	 	 
	15.06	Natixis Real Estate Capital LLC	 	45 Commerce Way	$2,982,738	$2,982,738	 	 	 	 	 	 	 	 	 	 	 	 
	15.07	Natixis Real Estate Capital LLC	 	999 Riverview Drive	$1,981,090	$1,981,090	 	 	 	 	 	 	 	 	 	 	 	 
	15.08	Natixis Real Estate Capital LLC	 	Two Center Court	$1,947,612	$1,947,612	 	 	 	 	 	 	 	 	 	 	 	 
	15.09	Natixis Real Estate Capital LLC	 	120-140 Commerce Way	$1,674,587	$1,674,587	 	 	 	 	 	 	 	 	 	 	 	 
	15.1	Natixis Real Estate Capital LLC	 	60 Commerce Way	$755,066	$755,066	 	 	 	 	 	 	 	 	 	 	 	 
	15.11	Natixis Real Estate Capital LLC	 	20 Commerce Way	$738,874	$738,874	 	 	 	 	 	 	 	 	 	 	 	 
	16	BSPRT Finance, LLC	Rockside Equities Holdings, LLC	Various	$24,000,000	$24,000,000	120	120	11/6/2027	0	0	NAP	NAP	NAP	NAP	NAP	NAP	$84,153
	16.01	BSPRT Finance, LLC	 	6000 Freedom Square Drive	$8,500,000	$8,500,000	 	 	 	 	 	 	 	 	 	 	 	 
	16.02	BSPRT Finance, LLC	 	4511 Rockside Road	$5,225,000	$5,225,000	 	 	 	 	 	 	 	 	 	 	 	 
	16.03	BSPRT Finance, LLC	 	5700 Lombardo Center	$4,400,000	$4,400,000	 	 	 	 	 	 	 	 	 	 	 	 
	16.04	BSPRT Finance, LLC	 	5700 Lombardo Center	$4,200,000	$4,200,000	 	 	 	 	 	 	 	 	 	 	 	 
	16.05	BSPRT Finance, LLC	 	4401 Rockside Road	$1,675,000	$1,675,000	 	 	 	 	 	 	 	 	 	 	 	 
	17	Column Financial, Inc.	CP Boulders, LLC	34631 North Tom Darlington Drive	$23,000,000	$22,952,843	60	58	9/6/2022	360	358	$50,000,000	60	58	9/6/2022	360	358	$130,303
	18	BSPRT Finance, LLC	701E22, LLC	701 East 22nd Street	$15,190,000	$15,190,000	84	84	11/6/2024	0	0	NAP	NAP	NAP	NAP	NAP	NAP	$64,171
	19	Natixis Real Estate Capital LLC	Val-Ford Realty Inc.	237-263 East Fordham Road	$15,000,000	$15,000,000	120	120	11/5/2027	0	0	NAP	NAP	NAP	NAP	NAP	NAP	$49,769
	20	Column Financial, Inc.	Wild Meadows MHC, LLC	529 Weaver Drive	$14,500,000	$14,500,000	120	120	11/6/2027	0	0	NAP	NAP	NAP	NAP	NAP	NAP	$55,780
	21	BSPRT Finance, LLC	Washingtonville Limited Partnership	1340 Smith Avenue	$14,150,000	$14,150,000	120	119	10/6/2027	360	360	NAP	NAP	NAP	NAP	NAP	NAP	$70,941
	22	BSPRT Finance, LLC	GIP 2017 LLC	Various	$11,600,000	$11,600,000	120	119	10/6/2027	0	0	NAP	NAP	NAP	NAP	NAP	NAP	$41,262
	22.01	BSPRT Finance, LLC	 	1361 Brass Mill Road	$3,235,000	$3,235,000	 	 	 	 	 	 	 	 	 	 	 	 
	22.02	BSPRT Finance, LLC	 	6350-6360 South Hanover Road	$2,900,000	$2,900,000	 	 	 	 	 	 	 	 	 	 	 	 
	22.03	BSPRT Finance, LLC	 	201 Gateway Drive	$1,617,000	$1,617,000	 	 	 	 	 	 	 	 	 	 	 	 
	22.04	BSPRT Finance, LLC	 	2113 Columbia Park Road	$1,450,000	$1,450,000	 	 	 	 	 	 	 	 	 	 	 	 
	22.05	BSPRT Finance, LLC	 	2111 Emmorton Park Road	$1,227,000	$1,227,000	 	 	 	 	 	 	 	 	 	 	 	 
	22.06	BSPRT Finance, LLC	 	5495 Levering Avenue	$1,171,000	$1,171,000	 	 	 	 	 	 	 	 	 	 	 	 
	23	BSPRT Finance, LLC	June Road Meadows 1, LLC	4343-4360 Fuchsia Drive and 4330-4349 Water Lily Loop	$10,500,000	$10,500,000	120	119	10/6/2027	360	360	NAP	NAP	NAP	NAP	NAP	NAP	$55,535
	24	BSPRT Finance, LLC	Lakefront Acquisition LLC	6101-6251 Chancellor Drive	$10,430,000	$10,430,000	120	119	10/6/2027	0	0	NAP	NAP	NAP	NAP	NAP	NAP	$39,215
	25	Natixis Real Estate Capital LLC	Spurlock Apartments, L.P.	2575 North 31st Street	$8,000,000	$8,000,000	120	120	11/5/2027	360	360	NAP	NAP	NAP	NAP	NAP	NAP	$39,896
	26	BSPRT Finance, LLC	SeaMist Camping Resort, Inc.	4616 Devane Road	$7,000,000	$7,000,000	120	120	11/6/2027	300	300	NAP	NAP	NAP	NAP	NAP	NAP	$43,573
	27	BSPRT Finance, LLC	Southern Woods 2017, LLC	1286 Southern Woods Drive	$6,700,000	$6,700,000	120	120	11/6/2027	360	360	NAP	NAP	NAP	NAP	NAP	NAP	$36,956
	28	Natixis Real Estate Capital LLC	East Sixth Street LLC; HPA 332 East 6th, LLC	332 East 6th Street	$6,300,000	$6,300,000	120	120	11/5/2027	0	0	NAP	NAP	NAP	NAP	NAP	NAP	$23,687
	29	Natixis Real Estate Capital LLC	ECG-Columbia-II, LLC	250 Springtree Drive	$5,000,000	$5,000,000	120	120	11/5/2027	360	360	NAP	NAP	NAP	NAP	NAP	NAP	$26,369
	30	Natixis Real Estate Capital LLC	Jemal’s KFC L.L.C.	1442 Pennsylvania Avenue Southeast	$4,300,000	$4,300,000	120	120	11/5/2027	0	0	NAP	NAP	NAP	NAP	NAP	NAP	$17,036
	31	Natixis Real Estate Capital LLC	SY Property 11875 LLC	11875 Gateway Boulevard West	$1,750,000	$1,750,000	120	120	11/5/2027	0	0	NAP	NAP	NAP	NAP	NAP	NAP	$7,659


 


    


     


    


 


	Trust Subordinate Companion Loans	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	Original Principal Balance	Cut-off Principal Balance	Original Term	Remaining Term	Maturity/ARD Date	Amortiziation Term	Remaining Amortization Term for Balloon Loans	Companion Loan Cut-off Principal Balance	Companion Loan Original Term	Companion Loan Remaining Term	Companion Loan Maturity/ARD Date	Companion Loan Amortiziation Term	Companion Loan Remaining Amortization Term for Balloon Loans	Monthly Payment
	TS-1	Natixis Real Estate Capital LLC; UBS AG	CF E 88 LLC; SM E 88 LLC; CF E 86 LLC; SM E 86 LLC; LSG E 86 LLC	Various	$200,000,000	$200,000,000	60	59	10/6/2022	0	0	$140,000,000	$60	$59	$44,840	$0	$0	$138,903
	TS-1.01	Natixis Real Estate Capital LLC; UBS AG	 	305 East 86th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TS-1.02	Natixis Real Estate Capital LLC; UBS AG	 	160 East 88th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TS-2	Natixis Real Estate Capital LLC	GC SHL, LLC	848 Washington Street	$58,400,000	$58,400,000	120	120	11/5/2027	0	0	NAP	NAP	NAP	NAP	NAP	NAP	$200,894


 


    


     


    


 


 


CSAIL 2017-CX10


MORTGAGE LOAN SCHEDULE


 



	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	Servicing Fee Rate	Subservicing Fee	Accrual Type	ARD (Y/N)	Revised Rate (%)	Title Type	Crossed Collateralized Loan	Cross Defaulted Loan	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
	1	Column Financial, Inc.	Corporate Properties Trust II SPE, L.L.C.	236 Perimeter Center Parkway Northeast	0.00250%	0.00250%	Actual/360	No	 	Fee	No	No	Corporate Properties Trust II TRS, L.L.C.	No	$0	$0	$0	$3,090,000	$0	$0	$0	$0
	2	Column Financial, Inc.; Citi Real Estate Funding Inc.	ARC GEGRDMI001, LLC; ARC GSIFLMN001, LLC; ARC MKMDNNJ001, LLC; ARC SZPTNNJ001, LLC; ARC CSVBTMI001, LLC; ARG FEMRGWV001, LLC; ARC NNMFBTN001, LLC; ARC FEBHMNY001, LLC; ARC LPSBDIN001, LLC; ARC PNSCRPA001, LLC; ARC CJHSNTX002, LLC; ARC CJHSNTX001, LLC	Various	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No	Global Net Lease Operating Partnership, L.P.	No	$0	$0	$0	$0	$0	$0	$0	$0
	2.01	Column Financial, Inc.	 	100 College Road West	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	2.02	Column Financial, Inc.	 	2 Giralda Farms	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	2.03	Column Financial, Inc.	 	3290 Patterson Avenue Southeast 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	2.04	Column Financial, Inc.	 	100 Orville Drive	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	2.05	Column Financial, Inc.	 	4500 Singer Road	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	2.06	Column Financial, Inc.	 	6331 Schooner Drive	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	2.07	Column Financial, Inc.	 	3990 Rogerdale Road	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	2.08	Column Financial, Inc.	 	1902 West Sample Street	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	2.09	Column Financial, Inc.	 	163 Pitman Road	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	2.1	Column Financial, Inc.	 	10771 Westpark Drive	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	2.11	Column Financial, Inc.	 	312 Highway 11 East	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	2.12	Column Financial, Inc.	 	201 Penn Avenue	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	3	Natixis Real Estate Capital LLC; UBS AG	CF E 88 LLC; SM E 88 LLC; CF E 86 LLC; SM E 86 LLC; LSG E 86 LLC	Various	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No	The Chetrit Group LLC; Stellar Management LLC	No	$0	$0	$0	$0	$2,724,408	$89,787	$2,000,000	$3,500,000
	3.01	Natixis Real Estate Capital LLC; UBS AG	 	305 East 86th Street	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	3.02	Natixis Real Estate Capital LLC; UBS AG	 	160 East 88th Street	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	4	Column Financial, Inc.	THR 43 Land LLC	270 West 43rd Street	0.00500%	0.00000%	Actual/360	No	 	Leased Fee	No	No	Tishman Hotel & Realty LP	No	$0	$0	$0	$0	$0	$0	$0	$0
	5	Column Financial, Inc.	CNI One Cal Plaza Owner, LLC	300 South Grand Avenue	0.00250%	0.00250%	Actual/360	No	 	Fee	No	No	Colony Capital Operating Company, LLC	No	$0	$0	$0	$0	$0	$0	$0	$3,219,209
	6	Column Financial, Inc.; JPMorgan Chase Bank, National Association; Cantor Commercial Real Estate Lending, L.P.	Lehigh Valley Mall, LLC	250 Lehigh Valley Mall	0.00250%	0.00250%	Actual/360	No	 	Fee	No	No	Simon Property Group, L.P.	No	$0	$0	$0	$0	$0	$0	$0	$651,553
	7	Natixis Real Estate Capital LLC	GC SHL, LLC	848 Washington Street	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No	GC SHL, LLC	No	$0	$4,350	$0	$0	$3,361,606	$206,890	$0	$3,061,411
	8	Natixis Real Estate Capital LLC	Starvue LLC	425 106th Avenue Northeast	0.00250%	0.00250%	Actual/360	Yes	The sum of (a) 4.151% , (b) 3.5% and (c) the greater of (i) 0.0% and (ii) the amount by which the Treasury Rate exceeds 2.5%; provided however, in no event shall the revised rate exceed the 4.151% by more than 4%	Fee	No	No	Aby Rosen; Michael Fuchs; David Edelstein	No	$0	$0	$0	$1,871,090	$149,734	$102,289	$0	$15,923,817
	9	Column Financial, Inc.	CLdN NY LLC	379 West Broadway	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No	CLdN IMMO SA	No	$0	$0	$0	$0	$0	$0	$0	$316,156
	10	Natixis Real Estate Capital LLC	Hertz Center at 600 Vine, LLC	600 Vine Street	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No	Sarah Rachel Gordon; Isaac Hertz; William Z. Hertz	No	$0	$1,802,722	$0	$4,500,000	$456,181	$23,308	$0	$361,937
	11	Natixis, New York Branch	Downtown Properties VII, LLC; 300 Montgomery Associates	300 Montgomery Street	0.00250%	0.00250%	Actual/360	No	 	Fee	No	No	Downtown Properties Holdings, LLC	No	$0	$0	$0	$1,420,026	$76,794	$59,011	$0	$0
	12	Benefit Street Partners CRE Finance LLC	Ashgrove Apartments Of Jefferson County, Ltd., Hayfield Park Apartments Of Boone County, Ltd., Beckford Place Apartments Of The Plains, Ltd., Camellia Court Apartments Of Columbus, Ltd., Camellia Court Apartments Of Columbus, II, Ltd., Forsythia Court Apartments Of Columbus, Ltd., Meadowood Apartments Of Warrick County, Ltd., Ridgewood Apartments Of Bedford, Ltd., Laurelwood Court Apartments Of Bedford, Ltd., Slate Run Apartments Of Bedford, Ltd., Foxhaven Apartments Of Stark County, L.L.C., River Glen Apartments Of Reynoldsburg II LLC, Empirian Carleton Court LLC, CRSI SPV 96, LLC, CRSI SPV 59, LLC, Tabor Ridge Apartments LLC, Elmwoods Apartments Of Marietta, Ltd. (L.P.), A Georgia Limited Partnership, and Wood Trail Apartments Of Newnan, Ltd. (L.P.), A Georgia Limited Partnership	Various	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No	Alfons Melohn	No	$0	$987,776	$78,375	$0	$263,448	$210,417	$0	$0
	12.01	Benefit Street Partners CRE Finance LLC	 	2976 Cascade Drive	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	12.02	Benefit Street Partners CRE Finance LLC	 	1184 Fox Creek Lane	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	12.03	Benefit Street Partners CRE Finance LLC	 	80 Emerson Avenue	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	12.04	Benefit Street Partners CRE Finance LLC	 	3326 Michael Avenue	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	12.05	Benefit Street Partners CRE Finance LLC	 	4171 Foxhaven Avenue Northwest	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	12.06	Benefit Street Partners CRE Finance LLC	 	5519-C Limaburg Road	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	12.07	Benefit Street Partners CRE Finance LLC	 	1632 Laurel Bay Drive	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	12.08	Benefit Street Partners CRE Finance LLC	 	247 Jackson Street	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	12.09	Benefit Street Partners CRE Finance LLC	 	3835 Beth Anne Drive	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	12.1	Benefit Street Partners CRE Finance LLC	 	7701 Hogans Run	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	12.11	Benefit Street Partners CRE Finance LLC	 	450 Turney Road	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	12.12	Benefit Street Partners CRE Finance LLC	 	1481 Bunchline Drive	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	12.13	Benefit Street Partners CRE Finance LLC	 	36 Poston Road	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	12.14	Benefit Street Partners CRE Finance LLC	 	8611 Meadowood Drive	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	12.15	Benefit Street Partners CRE Finance LLC	 	1705 Roswell Road	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	13	Natixis Real Estate Capital LLC	DP 21, LLC	333 North Bedford Road	0.00250%	0.00250%	Actual/360	No	 	Fee	No	No	James A. Diamond; William E. Diamond	No	$0	$860,966	$0	$1,500,000	$15,703	$127,612	$0	$0
	14	BSPRT Finance, LLC; J.P. Morgan Chase Bank, National Association	PZ Miracle GL LLC	4100 William Penn Highway	0.00500%	0.01000%	Actual/360	No	 	Fee & Leasehold	No	No	M & J Wilkow, Ltd.	No	$0	$30,250	$0	$0	$219,223	$34,928	$0	$0
	15	Natixis Real Estate Capital LLC	Totowa Beacon, LLC; Totowa II, LLC; Totowa III, LLC; Totowa IV, LLC	Various	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No	Jeffrey Greenberg; Steven Greenberg	No	$0	$15,438	$0	$0	$0	$13,553	$0	$785,900
	15.01	Natixis Real Estate Capital LLC	 	80-100 Commerce Way	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	Natixis Real Estate Capital LLC	 	40 Commerce Way	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	Natixis Real Estate Capital LLC	 	29 Commerce Way	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	15.04	Natixis Real Estate Capital LLC	 	One Center Court	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	15.05	Natixis Real Estate Capital LLC	 	11 Commerce Way	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	15.06	Natixis Real Estate Capital LLC	 	45 Commerce Way	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	15.07	Natixis Real Estate Capital LLC	 	999 Riverview Drive	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	15.08	Natixis Real Estate Capital LLC	 	Two Center Court	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	15.09	Natixis Real Estate Capital LLC	 	120-140 Commerce Way	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	15.1	Natixis Real Estate Capital LLC	 	60 Commerce Way	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	15.11	Natixis Real Estate Capital LLC	 	20 Commerce Way	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	16	BSPRT Finance, LLC	Rockside Equities Holdings, LLC	Various	0.00500%	0.00000%	Actual/360	No	 	Fee 	No	No	Francis Greenburger	No	$0	$0	$0	$0	$0	$0	$0	$0
	16.01	BSPRT Finance, LLC	 	6000 Freedom Square Drive	 	 	 	 	 	Fee 	 	 	 	 	 	 	 	 	 	 	 	 
	16.02	BSPRT Finance, LLC	 	4511 Rockside Road	 	 	 	 	 	Fee 	 	 	 	 	 	 	 	 	 	 	 	 
	16.03	BSPRT Finance, LLC	 	5700 Lombardo Center	 	 	 	 	 	Fee 	 	 	 	 	 	 	 	 	 	 	 	 
	16.04	BSPRT Finance, LLC	 	5700 Lombardo Center	 	 	 	 	 	Fee 	 	 	 	 	 	 	 	 	 	 	 	 
	16.05	BSPRT Finance, LLC	 	4401 Rockside Road	 	 	 	 	 	Fee 	 	 	 	 	 	 	 	 	 	 	 	 
	17	Column Financial, Inc.	CP Boulders, LLC	34631 North Tom Darlington Drive	0.00250%	0.00250%	Actual/360	No	 	Fee	No	No	Columbia Sussex Corporation; CSC Holdings, LLC	No	$136,080	$0	$0	$0	$73,769	$167,878	$0	$300,000
	18	BSPRT Finance, LLC	701E22, LLC	701 East 22nd Street	0.00500%	0.00000%	Actual/360	No	 	Fee 	No	No	Lincoln Property Company Commercial, Inc.; Bruce Stern	No	$0	$132,240	$0	$450,000	$71,539	$0	$0	$1,819,353
	19	Natixis Real Estate Capital LLC	Val-Ford Realty Inc.	237-263 East Fordham Road	0.00500%	0.00000%	Actual/360	Yes	The sum of (i) 3.9270%, (ii) 2.0000% and (iii) the amount by which the Treasury Rate exceeds 2.4000%	Fee	No	No	Joseph Nakash, Aaron E. Cohen, Elliot D. Cohen	No	$0	$24,438	$0	$39,943	$0	$32,898	$0	$912,190
	20	Column Financial, Inc.	Wild Meadows MHC, LLC	529 Weaver Drive	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No	Ross H. Partrich	No	$0	$0	$0	$0	$9,412	$23,104	$0	$0
	21	BSPRT Finance, LLC	Washingtonville Limited Partnership	1340 Smith Avenue	0.00500%	0.00000%	Actual/360	No	 	Fee & Leasehold	No	No	Samuel K. Himmelrich, Jr. 	No	$0	$41,844	$0	$0	$45,724	$42,155	$0	$100,000
	22	BSPRT Finance, LLC	GIP 2017 LLC	Various	0.00500%	0.00000%	Actual/360	No	 	Fee 	No	No	Michael S. Brodsky	No	$5,075	$80,606	$0	$0	$36,582	$19,925	$0	$0
	22.01	BSPRT Finance, LLC	 	1361 Brass Mill Road	 	 	 	 	 	Fee 	 	 	 	 	 	 	 	 	 	 	 	 
	22.02	BSPRT Finance, LLC	 	6350-6360 South Hanover Road	 	 	 	 	 	Fee 	 	 	 	 	 	 	 	 	 	 	 	 
	22.03	BSPRT Finance, LLC	 	201 Gateway Drive	 	 	 	 	 	Fee 	 	 	 	 	 	 	 	 	 	 	 	 
	22.04	BSPRT Finance, LLC	 	2113 Columbia Park Road	 	 	 	 	 	Fee 	 	 	 	 	 	 	 	 	 	 	 	 
	22.05	BSPRT Finance, LLC	 	2111 Emmorton Park Road	 	 	 	 	 	Fee 	 	 	 	 	 	 	 	 	 	 	 	 
	22.06	BSPRT Finance, LLC	 	5495 Levering Avenue	 	 	 	 	 	Fee 	 	 	 	 	 	 	 	 	 	 	 	 
	23	BSPRT Finance, LLC	June Road Meadows 1, LLC	4343-4360 Fuchsia Drive and 4330-4349 Water Lily Loop	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No	Robert Janicki; John Janicki	No	$0	$0	$0	$0	$25,984	$7,768	$0	$15,000
	24	BSPRT Finance, LLC	Lakefront Acquisition LLC	6101-6251 Chancellor Drive	0.00250%	0.05000%	Actual/360	No	 	Fee 	No	No	Sebastian Barbagallo	No	$4,659	$6,875	$0	$12,048	$183,555	$34,042	$0	$1,017,810
	25	Natixis Real Estate Capital LLC	Spurlock Apartments, L.P.	2575 North 31st Street	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No	Scott Asner, Michael Gortenburg	No	$0	$27,063	$0	$0	$0	$17,583	$0	$0
	26	BSPRT Finance, LLC	SeaMist Camping Resort, Inc.	4616 Devane Road	0.00500%	0.00000%	Actual/360	No	 	Fee 	No	No	Ronald Sewell	No	$0	$18,013	$0	$0	$0	$11,229	$0	$0
	27	BSPRT Finance, LLC	Southern Woods 2017, LLC	1286 Southern Woods Drive	0.00500%	0.00000%	Actual/360	No	 	Fee 	No	No	Gideon Levy	No	$450,000	$0	$0	$0	$17,401	$14,704	$0	$0
	28	Natixis Real Estate Capital LLC	East Sixth Street LLC; HPA 332 East 6th, LLC	332 East 6th Street	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No	Robert Kaliner; Harkishan Parekh; The Rafael Nassen Trust u/d/a April 1, 1982	No	$0	$0	$0	$0	$29,929	$5,896	$0	$0
	29	Natixis Real Estate Capital LLC	ECG-Columbia-II, LLC	250 Springtree Drive	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No	Scott Asner, Michael Gortenburg	No	$0	$8,313	$0	$0	$103,000	$31,697	$0	$0
	30	Natixis Real Estate Capital LLC	Jemal’s KFC L.L.C.	1442 Pennsylvania Avenue Southeast	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No	Norman Jemal	No	$0	$1,875	$0	$0	$17,176	$730	$0	$17,085
	31	Natixis Real Estate Capital LLC	SY Property 11875 LLC	11875 Gateway Boulevard West	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No	Mordecai Mizrahi; Ezra Mizrahi	No	$0	$0	$0	$0	$31,395	$982	$0	$0


 


    


     


    


 


	Trust Subordinate Companion Loans	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	Servicing Fee Rate	Subservicing Fee	Accrual Type	ARD (Y/N)	Revised Rate (%)	Title Type	Crossed Collateralized Loan	Cross Defaulted Loan	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
	TS-1	Natixis Real Estate Capital LLC; UBS AG	CF E 88 LLC; SM E 88 LLC; CF E 86 LLC; SM E 86 LLC; LSG E 86 LLC	Various	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No	The Chetrit Group LLC; Stellar Management LLC	No	$0	$0	$0	$0	$2,724,408	$89,787	$2,000,000	$3,500,000
	TS-1.01	Natixis Real Estate Capital LLC; UBS AG	 	305 East 86th Street	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	TS-1.02	Natixis Real Estate Capital LLC; UBS AG	 	160 East 88th Street	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	TS-2	Natixis Real Estate Capital LLC	GC SHL, LLC	848 Washington Street	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No	GC SHL, LLC	No	$0	$4,350	$0	$0	$3,361,606	$206,890	$0	$3,061,411


 


    


     


    


 


 


CSAIL 2017-CX10


MORTGAGE LOAN SCHEDULE


 



	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	Monthly Capex Reserve	Monthly Envir. Reserve	Monthly TI/LC Reserve	Monthly RE Tax Reserve	Monthly Ins. Reserve	Monthly Debt Service Reserve	Monthly Other Reserve	Grace (Late Payment)	Cash-Management Account or Lockbox In-place	General Property Type	Defeasance Allowed	Final Maturity Date
	1	Column Financial, Inc.	Corporate Properties Trust II SPE, L.L.C.	236 Perimeter Center Parkway Northeast	Springing	$0	Springing	Springing	Springing	$0	$0	0	Springing	Office	No	8/6/2024
	2	Column Financial, Inc.; Citi Real Estate Funding Inc.	ARC GEGRDMI001, LLC; ARC GSIFLMN001, LLC; ARC MKMDNNJ001, LLC; ARC SZPTNNJ001, LLC; ARC CSVBTMI001, LLC; ARG FEMRGWV001, LLC; ARC NNMFBTN001, LLC; ARC FEBHMNY001, LLC; ARC LPSBDIN001, LLC; ARC PNSCRPA001, LLC; ARC CJHSNTX002, LLC; ARC CJHSNTX001, LLC	Various	Springing	$0	Springing	Springing	Springing	$0	$0	0	In Place	Various	No	11/6/2027
	2.01	Column Financial, Inc.	 	100 College Road West	 	 	 	 	 	 	 	 	 	Office	 	 
	2.02	Column Financial, Inc.	 	2 Giralda Farms	 	 	 	 	 	 	 	 	 	Office	 	 
	2.03	Column Financial, Inc.	 	3290 Patterson Avenue Southeast 	 	 	 	 	 	 	 	 	 	Mixed Use	 	 
	2.04	Column Financial, Inc.	 	100 Orville Drive	 	 	 	 	 	 	 	 	 	Industrial	 	 
	2.05	Column Financial, Inc.	 	4500 Singer Road	 	 	 	 	 	 	 	 	 	Industrial	 	 
	2.06	Column Financial, Inc.	 	6331 Schooner Drive	 	 	 	 	 	 	 	 	 	Industrial	 	 
	2.07	Column Financial, Inc.	 	3990 Rogerdale Road	 	 	 	 	 	 	 	 	 	Office	 	 
	2.08	Column Financial, Inc.	 	1902 West Sample Street	 	 	 	 	 	 	 	 	 	Industrial	 	 
	2.09	Column Financial, Inc.	 	163 Pitman Road	 	 	 	 	 	 	 	 	 	Industrial	 	 
	2.1	Column Financial, Inc.	 	10771 Westpark Drive	 	 	 	 	 	 	 	 	 	Mixed Use	 	 
	2.11	Column Financial, Inc.	 	312 Highway 11 East	 	 	 	 	 	 	 	 	 	Office	 	 
	2.12	Column Financial, Inc.	 	201 Penn Avenue	 	 	 	 	 	 	 	 	 	Office	 	 
	3	Natixis Real Estate Capital LLC; UBS AG	CF E 88 LLC; SM E 88 LLC; CF E 86 LLC; SM E 86 LLC; LSG E 86 LLC	Various	Monthly: $0.15 PSF of retail and garage space except the CVS Space as long as the CVS Deposit Waiver Conditions are met; $250 per each free market residential apartment unit	$0	Monthly: $1.00 PSF of retail, except with regard to the CVS Space so long as the CVS Deposit Waiver Conditions are met.  	$681,102	$29,929	$0	Springing	0	Springing	Multifamily	Yes	10/6/2022
	3.01	Natixis Real Estate Capital LLC; UBS AG	 	305 East 86th Street	 	 	 	 	 	 	 	 	 	Multifamily	 	 
	3.02	Natixis Real Estate Capital LLC; UBS AG	 	160 East 88th Street	 	 	 	 	 	 	 	 	 	Multifamily	 	 
	4	Column Financial, Inc.	THR 43 Land LLC	270 West 43rd Street	Springing	$0	$0	Springing	Springing	$0	$0	0	In Place	Other	Yes	11/6/2027
	5	Column Financial, Inc.	CNI One Cal Plaza Owner, LLC	300 South Grand Avenue	Springing	$0	Springing	Springing	Springing	$0	$0	0	Springing	Office	Yes	11/6/2024
	6	Column Financial, Inc.; JPMorgan Chase Bank, National Association; Cantor Commercial Real Estate Lending, L.P.	Lehigh Valley Mall, LLC	250 Lehigh Valley Mall	Springing	$0	$81,785	Springing	Springing	$0	$0	0	Springing	Retail	Yes	11/1/2027
	7	Natixis Real Estate Capital LLC	GC SHL, LLC	848 Washington Street	Springing	$0	$0	Springing	Springing	$0	Seasonality Reserve: (Springing); Engineering Reserve: (Springing); Façade Remediation Reserve: (Springing)	0	In Place	Hotel	No	11/5/2027
	8	Natixis Real Estate Capital LLC	Starvue LLC	425 106th Avenue Northeast	Springing	$0	$0	$149,734	$17,204	$0	Condominium Assessments; Primary Tenant Reserve (Springing) 	0	In Place	Office	Yes	1/30/2033
	9	Column Financial, Inc.	CLdN NY LLC	379 West Broadway	Springing	$0	Springing	Springing	Springing	$0	$0	0	In Place	Office	Yes	11/6/2027
	10	Natixis Real Estate Capital LLC	Hertz Center at 600 Vine, LLC	600 Vine Street	$11,578	$0	Springing	$152,060	$5,827	$0	Springing	0	In Place	Office	Yes	9/5/2027
	11	Natixis, New York Branch	Downtown Properties VII, LLC; 300 Montgomery Associates	300 Montgomery Street	Springing	$0	Springing	Springing	Springing	$0	$0	0	Springing	Office	No	9/5/2027
	12	Benefit Street Partners CRE Finance LLC	Ashgrove Apartments Of Jefferson County, Ltd., Hayfield Park Apartments Of Boone County, Ltd., Beckford Place Apartments Of The Plains, Ltd., Camellia Court Apartments Of Columbus, Ltd., Camellia Court Apartments Of Columbus, II, Ltd., Forsythia Court Apartments Of Columbus, Ltd., Meadowood Apartments Of Warrick County, Ltd., Ridgewood Apartments Of Bedford, Ltd., Laurelwood Court Apartments Of Bedford, Ltd., Slate Run Apartments Of Bedford, Ltd., Foxhaven Apartments Of Stark County, L.L.C., River Glen Apartments Of Reynoldsburg II LLC, Empirian Carleton Court LLC, CRSI SPV 96, LLC, CRSI SPV 59, LLC, Tabor Ridge Apartments LLC, Elmwoods Apartments Of Marietta, Ltd. (L.P.), A Georgia Limited Partnership, and Wood Trail Apartments Of Newnan, Ltd. (L.P.), A Georgia Limited Partnership	Various	$29,800	$0	$0	$75,271	$21,042	$0	$0	0	Springing	Multifamily	Yes	6/6/2027
	12.01	Benefit Street Partners CRE Finance LLC	 	2976 Cascade Drive	 	 	 	 	 	 	 	 	 	Multifamily	 	 
	12.02	Benefit Street Partners CRE Finance LLC	 	1184 Fox Creek Lane	 	 	 	 	 	 	 	 	 	Multifamily	 	 
	12.03	Benefit Street Partners CRE Finance LLC	 	80 Emerson Avenue	 	 	 	 	 	 	 	 	 	Multifamily	 	 
	12.04	Benefit Street Partners CRE Finance LLC	 	3326 Michael Avenue	 	 	 	 	 	 	 	 	 	Multifamily	 	 
	12.05	Benefit Street Partners CRE Finance LLC	 	4171 Foxhaven Avenue Northwest	 	 	 	 	 	 	 	 	 	Multifamily	 	 
	12.06	Benefit Street Partners CRE Finance LLC	 	5519-C Limaburg Road	 	 	 	 	 	 	 	 	 	Multifamily	 	 
	12.07	Benefit Street Partners CRE Finance LLC	 	1632 Laurel Bay Drive	 	 	 	 	 	 	 	 	 	Multifamily	 	 
	12.08	Benefit Street Partners CRE Finance LLC	 	247 Jackson Street	 	 	 	 	 	 	 	 	 	Multifamily	 	 
	12.09	Benefit Street Partners CRE Finance LLC	 	3835 Beth Anne Drive	 	 	 	 	 	 	 	 	 	Multifamily	 	 
	12.1	Benefit Street Partners CRE Finance LLC	 	7701 Hogans Run	 	 	 	 	 	 	 	 	 	Multifamily	 	 
	12.11	Benefit Street Partners CRE Finance LLC	 	450 Turney Road	 	 	 	 	 	 	 	 	 	Multifamily	 	 
	12.12	Benefit Street Partners CRE Finance LLC	 	1481 Bunchline Drive	 	 	 	 	 	 	 	 	 	Multifamily	 	 
	12.13	Benefit Street Partners CRE Finance LLC	 	36 Poston Road	 	 	 	 	 	 	 	 	 	Multifamily	 	 
	12.14	Benefit Street Partners CRE Finance LLC	 	8611 Meadowood Drive	 	 	 	 	 	 	 	 	 	Multifamily	 	 
	12.15	Benefit Street Partners CRE Finance LLC	 	1705 Roswell Road	 	 	 	 	 	 	 	 	 	Multifamily	 	 
	13	Natixis Real Estate Capital LLC	DP 21, LLC	333 North Bedford Road	$5,100	$0	Springing	$120,633	$10,634	$0	Springing 	0	Springing	Mixed Use	Yes	8/10/2026
	14	BSPRT Finance, LLC; J.P. Morgan Chase Bank, National Association	PZ Miracle GL LLC	4100 William Penn Highway	$4,978	$0	$24,891	$109,612	$4,990	$0	Springing	0	In-Place	Retail	Yes	10/6/2027
	15	Natixis Real Estate Capital LLC	Totowa Beacon, LLC; Totowa II, LLC; Totowa III, LLC; Totowa IV, LLC	Various	$7,061	$0	$21,157	$117,676	$13,553	$0	Springing	0	Springing	Various	Yes	10/5/2027
	15.01	Natixis Real Estate Capital LLC	 	80-100 Commerce Way	 	 	 	 	 	 	 	 	 	Industrial	 	 
	15.02	Natixis Real Estate Capital LLC	 	40 Commerce Way	 	 	 	 	 	 	 	 	 	Industrial	 	 
	15.03	Natixis Real Estate Capital LLC	 	29 Commerce Way	 	 	 	 	 	 	 	 	 	Industrial	 	 
	15.04	Natixis Real Estate Capital LLC	 	One Center Court	 	 	 	 	 	 	 	 	 	Industrial	 	 
	15.05	Natixis Real Estate Capital LLC	 	11 Commerce Way	 	 	 	 	 	 	 	 	 	Industrial	 	 
	15.06	Natixis Real Estate Capital LLC	 	45 Commerce Way	 	 	 	 	 	 	 	 	 	Industrial	 	 
	15.07	Natixis Real Estate Capital LLC	 	999 Riverview Drive	 	 	 	 	 	 	 	 	 	Office	 	 
	15.08	Natixis Real Estate Capital LLC	 	Two Center Court	 	 	 	 	 	 	 	 	 	Industrial	 	 
	15.09	Natixis Real Estate Capital LLC	 	120-140 Commerce Way	 	 	 	 	 	 	 	 	 	Industrial	 	 
	15.1	Natixis Real Estate Capital LLC	 	60 Commerce Way	 	 	 	 	 	 	 	 	 	Industrial	 	 
	15.11	Natixis Real Estate Capital LLC	 	20 Commerce Way	 	 	 	 	 	 	 	 	 	Industrial	 	 
	16	BSPRT Finance, LLC	Rockside Equities Holdings, LLC	Various	$5,912	$0	Springing	Springing	Springing	$0	$0	0	Springing	Office	Yes	11/6/2027
	16.01	BSPRT Finance, LLC	 	6000 Freedom Square Drive	 	 	 	 	 	 	 	 	 	Office	 	 
	16.02	BSPRT Finance, LLC	 	4511 Rockside Road	 	 	 	 	 	 	 	 	 	Office	 	 
	16.03	BSPRT Finance, LLC	 	5700 Lombardo Center	 	 	 	 	 	 	 	 	 	Office	 	 
	16.04	BSPRT Finance, LLC	 	5700 Lombardo Center	 	 	 	 	 	 	 	 	 	Office	 	 
	16.05	BSPRT Finance, LLC	 	4401 Rockside Road	 	 	 	 	 	 	 	 	 	Office	 	 
	17	Column Financial, Inc.	CP Boulders, LLC	34631 North Tom Darlington Drive	greater of (i) 1/12 of 4% of gross income from operation from T12 period and (ii) the amount to be reserved pursuant to the terms of the franchise agreement	$0	$0	$59,673	$18,780	$0	Springing	0	In Place	Hotel	Yes	9/6/2022
	18	BSPRT Finance, LLC	701E22, LLC	701 East 22nd Street	$2,902	$0	Springing	$35,769	Springing	$0	Springing	0	Springing	Office	No	11/6/2024
	19	Natixis Real Estate Capital LLC	Val-Ford Realty Inc.	237-263 East Fordham Road	$400	$0	Springing	$53,265	$3,290	$0	Springing	0	Springing	Retail	Yes	11/5/2032
	20	Column Financial, Inc.	Wild Meadows MHC, LLC	529 Weaver Drive	$929	$0	$0	$3,137	$1,913	$0	$0	0	Springing	Manufactured Housing	Yes	11/6/2027
	21	BSPRT Finance, LLC	Washingtonville Limited Partnership	1340 Smith Avenue	$1,223	$0	$5,199	$15,241	$6,022	$0	Springing	0	Springing	Mixed Use	Yes	10/6/2027
	22	BSPRT Finance, LLC	GIP 2017 LLC	Various	$5,075	$0	$9,063	$18,291	$3,321	$0	$0	0	Springing	Industrial	Yes	10/6/2027
	22.01	BSPRT Finance, LLC	 	1361 Brass Mill Road	 	 	 	 	 	 	 	 	 	Industrial	 	 
	22.02	BSPRT Finance, LLC	 	6350-6360 South Hanover Road	 	 	 	 	 	 	 	 	 	Industrial	 	 
	22.03	BSPRT Finance, LLC	 	201 Gateway Drive	 	 	 	 	 	 	 	 	 	Industrial	 	 
	22.04	BSPRT Finance, LLC	 	2113 Columbia Park Road	 	 	 	 	 	 	 	 	 	Industrial	 	 
	22.05	BSPRT Finance, LLC	 	2111 Emmorton Park Road	 	 	 	 	 	 	 	 	 	Industrial	 	 
	22.06	BSPRT Finance, LLC	 	5495 Levering Avenue	 	 	 	 	 	 	 	 	 	Industrial	 	 
	23	BSPRT Finance, LLC	June Road Meadows 1, LLC	4343-4360 Fuchsia Drive and 4330-4349 Water Lily Loop	$1,646	$0	$0	$8,661	$777	$0	Springing	0	Springing	Multifamily	Yes	10/6/2027
	24	BSPRT Finance, LLC	Lakefront Acquisition LLC	6101-6251 Chancellor Drive	$4,659	$0	$12,048	$20,395	$4,255	$0	Springing	0	Springing	Office	Yes	10/6/2027
	25	Natixis Real Estate Capital LLC	Spurlock Apartments, L.P.	2575 North 31st Street	$3,296	$0	$0	$10,234	$3,517	$0	$0	0	Springing	Multifamily	Yes	11/5/2027
	26	BSPRT Finance, LLC	SeaMist Camping Resort, Inc.	4616 Devane Road	$1,017	$0	$0	$1,912	$3,523	$0	$0	0	Springing	Manufactured Housing	Yes	11/6/2027
	27	BSPRT Finance, LLC	Southern Woods 2017, LLC	1286 Southern Woods Drive	Springing	$0	$0	$8,700	$2,101	$0	$0	0	NAP	Multifamily	Yes	11/6/2027
	28	Natixis Real Estate Capital LLC	East Sixth Street LLC; HPA 332 East 6th, LLC	332 East 6th Street	$250	$0	$0	$5,986	$983	$0	$0	0	Springing	Multifamily	Yes	11/5/2027
	29	Natixis Real Estate Capital LLC	ECG-Columbia-II, LLC	250 Springtree Drive	$3,838	$0	$0	$10,300	$3,962	$0	$0	0	Springing	Multifamily	Yes	11/5/2027
	30	Natixis Real Estate Capital LLC	Jemal’s KFC L.L.C.	1442 Pennsylvania Avenue Southeast	$141	$0	$703	$8,588	Springing	$0	Springing	0	Springing	Mixed Use	Yes	11/5/2027
	31	Natixis Real Estate Capital LLC	SY Property 11875 LLC	11875 Gateway Boulevard West	$2,295	$0	$0	Springing	$982	$0	Springing	0	Springing	Retail	Yes	11/5/2027


 


    


     


    

 


	Trust Subordinate Companion Loans	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	Monthly Capex Reserve	Monthly Envir. Reserve	Monthly TI/LC Reserve	Monthly RE Tax Reserve	Monthly Ins. Reserve	Monthly Debt Service Reserve	Monthly Other Reserve	Grace (Late Payment)	Cash-Management Account or Lockbox In-place	General Property Type	Defeasance Allowed	Final Maturity Date
	TS-1	Natixis Real Estate Capital LLC; UBS AG	CF E 88 LLC; SM E 88 LLC; CF E 86 LLC; SM E 86 LLC; LSG E 86 LLC	Various	Monthly: $0.15 PSF of retail and garage space except the CVS Space as long as the CVS Deposit Waiver Conditions are met; $250 per each free market residential apartment unit	$0	Monthly: $1.00 PSF of retail, except with regard to the CVS Space so long as the CVS Deposit Waiver Conditions are met.  	$681,102	$29,929	$0	Springing	0	Springing	Multifamily	Yes	10/6/2022
	TS-1.01	Natixis Real Estate Capital LLC; UBS AG	 	305 East 86th Street	 	 	 	 	 	 	 	 	 	Multifamily	 	 
	TS-1.02	Natixis Real Estate Capital LLC; UBS AG	 	160 East 88th Street	 	 	 	 	 	 	 	 	 	Multifamily	 	 
	TS-2	Natixis Real Estate Capital LLC	GC SHL, LLC	848 Washington Street	Springing	$0	$0	Springing	Springing	$0	Seasonality Reserve: (Springing); Engineering Reserve: (Springing); Façade Remediation Reserve: (Springing)	0	In Place	Hotel	No	11/5/2027


 


    


     


    

 


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 2017-CX10


 


Credit
Suisse Commercial Mortgage Securities Corp.


11
Madison Avenue


New
York, New York 10010


Attention:
Chuck Lee


 


		Re:	Transfer
                                         of CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
                                         Series 2017-CX10



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, CWCapital
Asset Management LLC, as Special Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating
Advisor, on behalf of the holders of CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2017-CX10 (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, Class UES-A, Class
UES-B, Class UES-C, Class UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X or Class STN-C 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, with respect to the Yorkshire & Lexington Towers Loan-Specific Certificates and
the Standard Highline Loan-Specific Certificates, the Preliminary Loan-Specific Offering Circular and the Final Loan-Specific
Offering Circular related to such Loan-Specific 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.


 






    Exhibit C-2


     


    

 


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.


 


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


 



 




 


**
Each Purchaser must include one of the two alternative certifications.


 


***
Does not apply to a transfer of Class R Certificates. 


 






    Exhibit C-3


     


    

 


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).


 





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 2017-CX10


 


		Re:	CSAIL
                                         2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX10 (the “Certificates”) issued pursuant to the Pooling and
                                         Servicing Agreement (the “Pooling and Servicing Agreement”), dated
                                         as of November 1, 2017, by and among Credit Suisse Commercial Mortgage Securities Corp.,
                                         as Depositor, KeyBank National Association, as Master Servicer, Wells Fargo Bank, National
                                         Association, as Certificate Administrator and as Trustee, CWCapital Asset Management
                                         LLC, as Special Servicer, and Park Bridge Lender Services LLC, as Asset Representations
                                         Reviewer and as Operating Advisor



 





	STATE
OF	)

              )          ss.:
	COUNTY OF	)


  


I,
[______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:


 


1.       I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i) “Lower-Tier REMIC”, (ii) “Upper-Tier
REMIC”, (iii) “Y&L Towers Trust Subordinate Companion Loan REMIC” and (iv) “Standard
Highline Trust Subordinate Companion Loan 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


 






    Exhibit D-1-1


     


    

 


thereof, to a Disqualified Organization. For the purposes hereof, a “Disqualified
Organization” is any of the following: (i) the United States, any State or political subdivision thereof, any
possession of the United States or any agency or instrumentality of any of the foregoing (other than an instrumentality which
is a corporation if all of its activities are subject to tax and, except for Freddie Mac, a majority of its board of
directors is not selected by such governmental unit), (ii) a foreign government, any international organization or any agency
or instrumentality of any of the foregoing, (iii) any organization which is exempt from the tax imposed by Chapter 1 of the
Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as
defined in Section 860E(c)(1) of the Code) with respect to the Class R Certificates (except certain farmers’
cooperatives described in Section 521 of the Code), (iv) rural electric and telephone cooperatives described in Section
1381(a)(2)(C) of the Code, (v) an “electing large partnership”, as defined in Section 775 of the Code and (vi)
any other Person so designated by the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided
to the Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate Administrator) that the
holding of an Ownership Interest in a Class R Certificate by such Person may cause 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.


 


4.       The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.       The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.       No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.       The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.       Check
the applicable paragraph: 


 


☐      The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)      the
present value of any consideration given to the Purchaser to acquire such Class R Certificate; 


 


(ii)     the
present value of the expected future distributions on such Class R Certificate; and


 






    Exhibit D-1-2


     


    

 


(iii)    the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 





For
purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b)
of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in
Section 11(b) of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code
in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate)
and (ii) present values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by the Purchaser.


 


☐      The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)      the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as
to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)     at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)    the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and
(iii) and Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)    the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐      None
of the above.


 


9.       The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.     The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.    The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that


 






    Exhibit D-1-3


     


    

 


it will not consummate any
such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 


12.    The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain
a Permitted Transferee.


 


13.    The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.    The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.    The
Purchaser consents to the designation of the Certificate Administrator as the agent of the “tax matters person” and
“partnership representative” of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


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


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this
___day of _________, 20__.


 





	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






     Exhibit D-1-4


     

    

 


On
this ____ day of _______20__, before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned
and sworn, personally appeared ______________________ and ________________________, known or proved to me to be the same persons
who executed the foregoing instrument and to be _____________________________ and ___________________________, respectively, of
the Purchaser, and acknowledged to me that they executed the same as their respective free acts and deeds and as the free act
and deed of the Purchaser.


 





	 	 	 	NOTARY
    PUBLIC in and for the
	 	 	State of _______________
	 	 	 
	[SEAL]	 	 
	 	 	 
	My
    Commission expires:	 	 
	 	 	 	 


 






     Exhibit D-1-5


     

    

 


EXHIBIT
D-2


 


FORM OF TRANSFEROR LETTER FOR TRANSFERS OF CLASS R CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services (CMBS) – CSAIL 2017-CX10


 


		Re:	CSAIL
                                         2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX10 (the “Certificates”)



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing
Agreement, dated as of November 1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse
Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, CWCapital Asset Management LLC, as Special Servicer, and Park Bridge
Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to you, as Certificate Registrar, that:


 





(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)       The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained
therein is false.


 


(3)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that
the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer
of the Residual Certificates may not be


 






     Exhibit D-2-1


     

    

 


respected
for United States income tax purposes (and the Transferor may continue to be liable for United States income taxes associated
therewith) unless the Transferor has conducted such an investigation.


 





	 	Very truly yours,
	 	 
	 	(Transferor)
	 	 
	 	By:  	 
	 	Name:
	 	Title:


 






     Exhibit D-2-2


     

    

 


EXHIBIT
D-3


 


Form of Transferee CERTIFICATE FOR TRANSFERS 

OF [The VRR Interest][THE
Y&L TOWERS VRR INTEREST][THE STANDARD HIGHLINE VRR INTEREST]


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Wells
Fargo Center 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services (CMBS) – CSAIL 2017-CX10


 


Credit
Suisse Commercial Mortgage Securities Corp. 


11
Madison Avenue 


New
York, New York 10010 


Attention:
Chuck Lee


 


		Re:	CSAIL
                                         2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX10 (the “Certificates”) issued pursuant to the Pooling and
                                         Servicing Agreement (the “Pooling and Servicing Agreement”), dated
                                         as of November 1, 2017, by and among Credit Suisse Commercial Mortgage Securities Corp.,
                                         as Depositor, KeyBank National Association, as Master Servicer, Wells Fargo Bank, National
                                         Association, as Certificate Administrator and as Trustee, CWCapital Asset Management
                                         LLC, as Special Servicer, and Park Bridge Lender Services LLC, as Asset Representations
                                         Reviewer and as Operating Advisor



 


[_____]
(the “Purchaser”) hereby certifies, represents and warrants to you, as Certificate Registrar and as “retaining
sponsor” as such term is defined in The Credit Risk Retention Rules, that:


 


		1.	The
                                         Purchaser is acquiring $[_____] Certificate Balance of the Class [__] Certificates evidencing
                                         the [VRR Interest][Y&L Towers VRR Interest][Standard Highline VRR Interest] from
                                         [_____] (the “Transferor”).



 


		2.	The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Certificate evidencing the [VRR Interest][Y&L
Towers VRR Interest][Standard Highline VRR Interest] 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-3-1


     


    

 


			will not consummate any such transfer if it knows
or believes that any representation contained in such certificate is false.



 


		3.	Any
                                         transfer of a Certificate evidencing the [VRR Interest][Y&L Towers VRR Interest][Standard
                                         Highline VRR Interest] to (i) a Plan subject to ERISA or Section 4975 of the Code relying
                                         on Prohibited Transaction Exemption 89-90 or (ii) an insurance company general account
                                         relying on Sections I and III of PTCE 95-60 will be effected through Credit Suisse Securities
                                         (USA) LLC or Natixis Securities Americas LLC.



 


		4.	Check
                                         one of the following:



 


☐          The
Purchaser certifies, represents and warrants to you, as Certificate Registrar, that the transfer will occur during the Transfer
Restriction Period and that:





 


		A.	The
                                         Purchaser 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
                                         Purchaser is not acquiring the Certificate evidencing the [VRR Interest][Y&L Towers
                                         VRR Interest][Standard Highline VRR Interest] 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 [VRR Interest][Y&L Towers VRR Interest][Standard Highline VRR Interest],
                                         it will remain a Majority-owned Affiliate.



 


		C.	The
                                         Purchaser will be bound by the [Credit Risk Retention Agreement, by and between Natixis
                                         Real Estate Capital LLC, Column Financial, Inc., Benefit Street Partners CRE Finance
                                         LLC and Credit Suisse Commercial Mortgage Securities Corp.][Loan-Specific Retaining Party
                                         Credit Risk Retention Agreement, by and between Natixis Real Estate Capital LLC and Credit
                                         Suisse Commercial Mortgage Securities Corp. relating to the [Y&L Towers Loan-Specific
                                         Certificates][Standard Highline Loan-Specific Certificates]], dated and effective as
                                         of November 17, 2017 (the “Credit Risk Retention Agreement”) as
                                         if it were party to such agreement.



 


		D.	The
                                         Purchaser hereby makes each representation set forth in Section 4 of the Credit Risk
                                         Retention Agreement.



 


		E.	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
                                         its ownership of the [VRR Interest][Y&L Towers VRR Interest][Standard Highline VRR
                                         Interest] will satisfy the risk retention requirements of the Transferor, in its capacity
                                         as [sponsor][originator] under The Credit Risk Retention Rules.



 


☐          The
Purchaser certifies, represents and warrants to you, as Certificate Registrar, that the transfer will occur after the termination
of the Transfer Restriction Period.


 






    Exhibit D-3-2


     


    

 


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:


 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written: 


 




	Credit Suisse Commercial Mortgage
    Securities Corp.	 
	 	 	 
	By: 	 	 	 
	 	Name:	 
	 	Title:	 


  


[Medallion
Stamp Guarantee]


 






    Exhibit D-3-3


     


    

 


EXHIBIT
D-4


 


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS 

OF the [VRR Interest][Y&L
tOWERS VRR INTEREST][STANDARD HIGHLINE VRR INTEREST]


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Wells
Fargo Center 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services (CMBS) – CSAIL 2017-CX10 


 


Credit
Suisse Commercial Mortgage Securities Corp. 


11
Madison Avenue 


New
York, New York 10010 


Attention:
Chuck Lee


 


		Re:	CSAIL
                                         2017-CX10 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX10
                                         (the “Certificates”)



 


Ladies
and Gentlemen:


 


This
is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of $[_____] Certificate Balance of the Class [__] Certificates evidencing the [VRR Interest][Y&L Towers VRR Interest][Standard
Highline VRR Interest]. The Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of November 1,
2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, KeyBank National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, CWCapital Asset Management LLC, as Special Servicer, and Park Bridge Lender Services LLC, as Asset Representations
Reviewer and as Operating Advisor. All capitalized terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you that:


 


		1.	The
                                         transfer is in compliance with Sections 5.01, 5.02 and 5.03 of the Pooling and Servicing
                                         Agreement.



 


		2.	Any
transfer of a Certificate evidencing the [VRR Interest][Y&L Towers VRR Interest][Standard Highline VRR Interest] to (i) a
Plan subject to ERISA or Section 4975 of the Code relying on Prohibited Transaction Exemption 89-90 or (ii) an insurance



 






    Exhibit D-4-1


     


    

 


company
general account relying on Sections I and III of PTCE 95-60 will be effected through Credit Suisse Securities (USA) LLC or Natixis
Securities Americas LLC.


 


		3.	Check
                                         one of the following:



 


		☐	The
                                         Transferor certifies, represents and warrants to you that the transfer will occur during
                                         the Transfer Restriction Period and that:



 


		A.	The
                                         transfer is in compliance with the [Credit Risk Retention Agreement, by and between Natixis
                                         Real Estate Capital LLC, Column Financial, Inc., Benefit Street Partners CRE Finance
                                         LLC and Credit Suisse Commercial Mortgage Securities Corp.][Loan-Specific Retaining Party
                                         Credit Risk Retention Agreement, by and between Natixis Real Estate Capital LLC and Credit
                                         Suisse Commercial Mortgage Securities Corp. relating to the [Y&L Towers Loan-Specific
                                         Certificates][Standard Highline Loan-Specific Certificates]], dated and effective as
                                         of November [17], 2017 (the “Credit Risk Retention Agreement”).



 


		B.	The
                                         Transferee is a “majority-owned affiliate”, as such term is defined in the
                                         Credit Risk Retention Rules, of the Transferor.



 


		C.	The
                                         Transferee has complied in all material respects with all of the covenants in the Credit
                                         Risk Retention Agreement during the period from the date of the Credit Risk Retention
                                         Agreement through and including the date of this transfer.



 


		D.	All
                                         of the representations and warranties made by the Transferor in the Credit Risk Retention
                                         Agreement are true and correct as of the date of the transfer.



 


		E.	[All
                                         of the requirements set forth in Section 3 of the Credit Risk Retention Agreement have
                                         been complied with through and including the date of the transfer.]



 


		☐	The
                                         Transferor certifies, represents and warrants to you that the transfer will occur after
                                         the termination of the Transfer Restriction Period.



 


		4.	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-3. 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-4-2


     


    

 








	 	[TRANSFEROR]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 



The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written: 






	Credit Suisse Commercial Mortgage
    Securities Corp.	 
	 	 	 
	By: 	 	 	 
	 	Name:	 
	 	Title:	 


 


[Medallion
Stamp Guarantee]


 






    Exhibit D-4-3


     


    

 


EXHIBIT
D-5


 


Form of Transferee CERTIFICATE FOR TRANSFERS 

OF The HRR Certificates


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Wells
Fargo Center 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services (CMBS) – CSAIL 2017-CX10


 


Natixis
Real Estate Capital LLC 


as
Retaining Sponsor 


1251
Avenue of the Americas 


New
York, New York 10020 


Attention:
Real Estate Administration 


Email:
USCIBSAFAssetManagementTeam@us.natixis.com


 


with
a copy to:


 


Natixis
Real Estate Capital LLC 


1251
Avenue of the Americas 


New
York, New York 10020 


Attention:
Margaret Lam 


Email:
legal.notices@us.natixis.com


 


Credit
Suisse Commercial Mortgage Securities Corp. 


11
Madison Avenue 


New
York, New York 10010 


Attention:
Chuck Lee


 


		Re:	CSAIL
                                         2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX10 (the “Certificates”) issued pursuant to the Pooling and
                                         Servicing Agreement (the “Pooling and Servicing Agreement”), dated
                                         as of November 1, 2017, by and among Credit Suisse Commercial Mortgage Securities Corp.,
                                         as Depositor, KeyBank National Association, as Master Servicer, Wells Fargo Bank, National
                                         Association, as Certificate Administrator and as Trustee, CWCapital Asset Management
                                         LLC, as Special Servicer, and Park Bridge Lender Services LLC, as Asset Representations
                                         Reviewer and as Operating Advisor



 






    Exhibit D-5-1


     


    

 


[_____]
(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 [F][NR] 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 will not consummate
                                         any such transfer if it knows or believes that any representation contained in such certificate
                                         is false.



 


		3.	The
                                         Transfer is in compliance with any applicable credit risk retention agreement in effect
                                         between the Retaining Sponsor and the Transferor (the “Risk Retention Agreement”).



 


		4.	If
                                         the Purchaser is an insurance company general account relying on PTCE 95-60 to cover
                                         its acquisition of the HRR Certificates, (a) all of the conditions of Parts I and III
                                         of PTCE 95-60 will be satisfied with respect to the acquisition of the HRR Certificates
                                         and (b) the acquisition of the HRR Certificates will be effected through Credit Suisse
                                         Securities (USA) LLC, Natixis Securities Americas LLC 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:


 






    Exhibit D-5-2


     


    

 


		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.



 




☐            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:


 


[Medallion
Stamp Guarantee]


 






    Exhibit D-5-3


     


    

 


EXHIBIT
D-6


 


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS 

OF HRR CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Wells
Fargo Center 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services (CMBS) – CSAIL 2017-CX10


 


Natixis
Real Estate Capital LLC 


as
Retaining Sponsor 


1251
Avenue of the Americas 


New
York, New York 10020 


Attention:
Real Estate Administration 


Email:
USCIBSAFAssetManagementTeam@us.natixis.com


 


with
a copy to: 


 


Natixis
Real Estate Capital LLC 


1251
Avenue of the Americas 


New
York, New York 10020 


Attention:
Margaret Lam 


Email:
legal.notices@us.natixis.com


 


Credit
Suisse Commercial Mortgage Securities Corp. 


11
Madison Avenue 


New
York, New York 10010 


Attention:
Chuck Lee


 


		Re:	CSAIL
                                         2017-CX10 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX10
                                         (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 [F][NR] Certificates].
The Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,


 






    Exhibit D-6-1


     


    

 


KeyBank National
Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, CWCapital
Asset Management LLC, as Special Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating
Advisor. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you that:


 


		1.	The
                                         Transfer is in compliance with any applicable credit risk retention agreement in effect
                                         between the Retaining Sponsor and the Transferor (the “Risk Retention Agreement”)
                                         and the Pooling and Servicing Agreement.



 


		2.	If
                                         the Transferee is an insurance company general account relying on PTCE 95-60 to cover
                                         its acquisition of the HRR Certificates, to the Transferor’s knowledge (a) all
                                         of the conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to
                                         the acquisition of the HRR Certificates and (b) the acquisition of the HRR Certificates
                                         will be effected through either Credit Suisse Securities (USA) LLC, Natixis Securities
                                         Americas LLC 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.






 






    Exhibit D-6-2


     


    

 


		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__.





	 	 	 
	 	[TRANSFEROR]
     
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


CONSENT
TO TRANSFER:


 


RETAINING
SPONSOR  





	 	 
	By: 
	Name:
	Title:
	Email:





 


[Medallion
Stamp Guarantee]


 






    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 THIRD PARTY PURCHASER


Wells
Fargo Bank, National Association


9062
Old Annapolis Road


Columbia,
Maryland 21045


Attention:
Risk Retention Custody – CSAIL 2017-CX10


Email:
RiskRetentionCustody@wellsfargo.com


 


TO
BE SENT BY ELECTRONIC MAIL TO THE RETAINING SPONSOR BY TPP


 


Natixis
Real Estate Capital LLC


as
Retaining Sponsor


1251
Avenue of the Americas


New
York, New York 10020


Attention:
Real Estate Administration


Email:
USCIBSAFAssetManagementTeam@us.natixis.com


 


Credit
Suisse Commercial Mortgage Securities Corp.


11
Madison Avenue


New
York, New York 10010


Attention:
Chuck Lee


 


	 	CSAIL	Mortgage
Securities Trust 2017-CX10, Commercial Mortgage Pass-Through Certificates, Series 2017-CX10 (the “Certificates”)	 



 


Ladies
and Gentlemen:


 


This
is delivered to you in connection with the release (the “Release”) of $[_____] aggregate Certificate Balance
of the Class [F][NR] Certificates from the Third Party Purchaser Safekeeping Account.


 


The
Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, CWCapital
Asset Management LLC, as Special Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating
Advisor. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling
and Servicing Agreement.


 



    Exhibit D-7-1


     


    

 


The
Third Party Purchaser hereby requests your written consent to the Release.


 



    Exhibit D-7-2


     


    




		 	 
	 	Sincerely,
	 	 
	 	[THIRD
    PARTY PURCHASER]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 





CONSENT
TO RELEASE:


 


RETAINING
SPONSOR





	 	 
	By: 
	Name:
	Title:
	Email:


 



    Exhibit D-7-3


     


    

 


EXHIBIT
E


 


FORM
OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan Information
	 
	 	Name of Mortgagor:	
         

	 	 	 
	 	[Master Servicer] 	 
	 	[Special Servicer] 

Loan No.:	 

         

	 
	Custodian
	 	Name:	Wells Fargo Bank, National Association
	 	 	 
	 	Address:	1055
        10th Ave SE

        

        Minneapolis,
        Minnesota 55414

        

        Attention:
        Document Custody Group CSAIL 2017-CX10 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 2017-CX10 Commercial Mortgage Trust, Commercial
    Mortgage Pass Through Certificates, Series 2017-CX10


 


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 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CX10,
the documents referred to below (the “Documents”). All capitalized terms not otherwise defined in this Request
for Release shall have the meanings given them in the Pooling and Servicing Agreement dated as of November 1, 2017, by and among
Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, CWCapital Asset Management LLC, as Special Servicer,
and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor (the “Pooling and Servicing
Agreement”).


 



    Exhibit E-1


     


    

 


		( )	 	
	 	 		 
		( )		
	 			
		( )	 	 
	 	 	 	 
	 	( )	 	 





 


The
undersigned [Master Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)       The
[Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee,
solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)          The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims,
liens, security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer]
assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise
provided in the Pooling and Servicing Agreement.


 


(3)          The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless
the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)          The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control.





	 	 	 	 	 
		[____________]
	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:





Date:
_________




 



    Exhibit E-2


     


    

 






EXHIBIT
F-1


 


FORM
OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells
Fargo Bank, National Association,

as Certificate Administrator





600
South 4th Street, 7th Floor





MAC:
N9300-070





Minneapolis,
Minnesota 55479





Attention:
Certificate Transfer Services (CMBS) – CSAIL 2017-CX10


 


Credit
Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	Transfer
                                         of CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
                                         Series 2017-CX10



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US$[___] aggregate Certificate Balance in the CSAIL 2017-CX10
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CX10, Class [X-E][E][F][NR] Certificates
issued pursuant to that certain Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling and Servicing
Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, CWCapital Asset Management
LLC, as Special Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized
terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


1.          The
Purchaser is not and will not become (a) an employee benefit plan subject to the fiduciary responsibility provisions of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of
ERISA), a church plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code,
or any other plan subject to any federal, state or local law (“Similar Law”) which is, to a material extent,
similar to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person acting on behalf
of or using the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment
in the entity by such a


 






    Exhibit F-1-1


     


    

 


Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by
Section 3(42) of ERISA), other than an insurance company using the assets of its “insurance company general account”
(as such term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances
whereby the purchase and holding of Certificates by such insurance company would be exempt from the prohibited transaction provisions
of ERISA and the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law purchasing under circumstances
that would not constitute or result in a non-exempt violation of applicable Similar Law).


 


2.          The
Purchaser understands that if the Purchaser is a Person referred to in 1(a) or (b) above, such Purchaser is required to provide
to the Trustee and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee and Certificate
Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee
will not constitute or result in a “prohibited transaction” within the meaning of ERISA, Section 4975 of the Code
or any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer,
the Initial Purchasers, the Operating Advisor, the Asset Representation Reviewer or the Depositor to any obligation or liability
(including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set
forth in the Pooling and Servicing Agreement, which Opinion of Counsel shall not be at the expense of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Initial Purchasers or the Trust Fund.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the [__] day of [____], 20[__].





	 	 	 	 	 
	 	 	 	Very truly yours,
	 	 	 	 
	 	 	 	 	[The Purchaser]
	 	 	 	 	 
		 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:








Date:
__________


 




    Exhibit F-1-2


     


    

 


EXHIBIT
F-2


 


Form
of ERISA Representation Letter

regarding CLASS R, class Z, Class V1-e, Class V1-F, Class V1-Z, CLASS V2-A and class
v2-Z CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Administrator





600
South 4th Street, 7th Floor





MAC:
N9300-070





Minneapolis,
Minnesota 55479





Attention:
Certificate Transfer Services (CMBS) – CSAIL 2017-CX10





 


[Transferor]





[______]





[______]





Attention:
[______]


 


		Re:	CSAIL
                                         2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX10



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [US$[___] aggregate Certificate Balance][[__]% Percentage
Interest] in the CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CX10, Class
[R][Z][V1-E][V1-F][V1-Z][V2-A][V2-Z] Certificates (the “Class [R][Z][V1-E][V1-F][V1-Z][V2-A][V2-Z] Certificate”)
issued pursuant to that certain Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling and Servicing
Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, CWCapital Asset Management
LLC, as Special Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized
terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Class [R][Z][V1-E][V1-F][V1-Z][V2-A][V2-Z]
Certificate, the Purchaser is not an employee benefit plan or other plan subject to the fiduciary responsibility provisions of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue
Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other
plan that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of
ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any
such Plan or using the


 






    Exhibit F-2-1


     


    

 


assets
of a Plan (including any entity whose underlying assets include Plan assets by reason of investment in the entity by such a
Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA)
to purchase such Class [R][Z][V1-E][V1-F][V1-Z][V2-A][V2-Z] Certificate.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.





	 	 	 
	 	Very truly yours,
	 	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 



    Exhibit F-2-2


     


    

 


EXHIBIT
G


 


FORM
OF DISTRIBUTION DATE STATEMENT



See Annex B to the Prospectus.


 



    Exhibit G-1


     


    




 





EXHIBIT
H


 


FORM
OF OMNIBUS ASSIGNMENT


 


[NAME
OF CURRENT ASSIGNOR] having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable
consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and
conveys, without recourse, representation or warranty, express or implied, unto “Wells Fargo Bank, National Association,
as Trustee for the registered holders of CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2017-CX10” (the “Assignee”), having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045,
Attention: Corporate Trust Services (CMBS), CSAIL 2017-CX10, 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 2017-CX10


 


		Re:	CSAIL
                                         2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX10, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, CWCapital Asset Management LLC, as Special
Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)         the
offer of the Certificates was not made to a person in the United States;


 


 



 


*       Select
appropriate depository. 


 



    Exhibit I-1


     


    

 


[(2)       at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)       the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)         no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)         the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the [Initial Purchasers][Loan-Specific
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 2017-CX10


 


		Re:	CSAIL
                                         2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX10, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, CWCapital Asset Management LLC, as Special
Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate
of such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)         the
offer of the Certificates was not made to a person in the United States,


 



    Exhibit J-1


     


    

 


[(2)       at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)       the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)         no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)         the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the [Initial Purchasers][Loan-Specific
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 2017-CX10


 


		Re:	CSAIL
                                         2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX10, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, CWCapital Asset Management LLC, as Special
Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository in the
name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer
of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws
of any state of the United States or other applicable jurisdiction.


 





 



 


*       Select
appropriate depository. 


 



    Exhibit K-1


     


    

 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the [Initial Purchasers][Loan-Specific
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 2017-CX10


 


		Re:	CSAIL
                                         2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX10, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, CWCapital Asset Management LLC, as Special
Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For
purposes of acquiring a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the
expiration of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate
of the Class specified above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry
Certificate of the Class specified above issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person
as defined by Regulation S under the Securities Act of 1933, as amended.


 


We
undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification
relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such
date.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we


 





 



 


*       Select,
as applicable. 


 






    Exhibit L-1


     


    

 


irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the [Initial Purchasers][Loan-Specific
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 2017-CX10


 


		Re:	CSAIL
                                         2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX10, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, CWCapital Asset Management LLC, as Special
Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)         the
offer of the Certificates was not made to a person in the United States;


 





 



 


*       Select
appropriate depository. 


 



    Exhibit M-1


     


    

 


[(2)       at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)       the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)         no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)         the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the [Initial Purchasers][Loan-Specific
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 2017-CX10


 


		Re:	CSAIL
                                         2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX10, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, CWCapital Asset Management LLC, as Special
Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)         the
offer of the Certificates was not made to a person in the United States,


 



    Exhibit N-1


     


    

 


[(2)       at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)       the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)         no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)         the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the [Initial Purchasers][Loan-Specific
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 2017-CX10


 


		Re:	CSAIL
                                         2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX10, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, CWCapital Asset Management LLC, as Special
Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a
beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws
of any state of the United States or other applicable jurisdiction.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are


 






    Exhibit O-1


     


    

 


commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the [Initial Purchasers][Loan-Specific
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 AND/OR RISK RETENTION CONSULTATION 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 (CMBS)

CSAIL 2017-CX10 Commercial Mortgage Securities Trust


Email:
trustadministrationgroup@wellsfargo.com;
            cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	CSAIL
                                         2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX10



 


In
accordance with the Pooling and Servicing Agreement, dated as of November 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, CWCapital Asset Management LLC, as Special
Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor, with respect to the
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion
Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.          The
undersigned is neither the Directing Holder, the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.          In
the case that the undersigned is a Certificateholder or a beneficial owner of an Offered Certificate, the undersigned has received
a copy of the Prospectus.


 


4.          The
undersigned is not a Borrower Party or the Risk Retention Consultation 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


 






    Exhibit P-1A-1


     


    

 


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 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, the Loan-Specific 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][Risk Retention Consultation Party]
	 	 	 
	 	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 2017-CX10

         
	CWCapital
                                       Asset Management LLC

                                       7501 Wisconsin Avenue

                                       Bethesda, Maryland 20814

                                       Attention: Brian Hanson (CSAIL 2017-CX10)

                                       Facsimile number: (202) 715-9699

                                       Email: CWCAMnoticesCSAIL2017-CX10@cwcapital.com

         

        with
        a copy to:

        

        CWCapital Asset Management LLC

        7501 Wisconsin Avenue, Suite 500 West

        Bethesda, Maryland 20814

        Attention: Legal Department

         

	Park
        Bridge Lender Services LLC


        600
        Third Avenue, 40th Floor

        New
        York, New York 10016

        Attention:
        CSAIL 2017-CX10-Surveillance Manager

        Email:
        cmbs.notices@parkbridgefinancial.com

         

	Wells
        Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS)

        CSAIL 2017-CX10 Commercial Mortgage Securities Trust

        Email:
        trustadministrationgroup@wellsfargo.com

        with a copy to: cts.cmbs.bond.admin@wellsfargo.com

         

	 	KeyBank
        National Association

        11501
        Outlook Street, Suite 300

        Overland
        Park, Kansas 66211

        Attention:
        Michael Tilden

        E-mail:
        keybank_notices@keybank.com

        


 


CSAIL
2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CX10


 


In
accordance with the Pooling and Servicing Agreement, dated as of November 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, CWCapital Asset Management LLC, as Special
Servicer, and Park Bridge Lender Services LLC, as Asset


 






    Exhibit P-1B-1


     


    

 


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][a Controlling Class Certificateholder].


 


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


 


3.          The
undersigned is not a Borrower Party.


 


4.          The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.          The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers, the Loan-Specific 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.


 



    Exhibit P-1B-2


     


    

 


8.         [For
use with any party other than the initial Directing Holder]The undersigned hereby certifies that an executed copy of this certification
in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the Pooling and Servicing
Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by registered mail, postage
prepaid].


 


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





 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	[Directing Holder][Directing Certificateholder][Controlling
Class Certificateholder]
	 	 	 
	 	By:	 
			Title:
	 	 	Company:
	 	 	Phone:





 



    Exhibit P-1B-3


     


    

 


EXHIBIT
P-1C


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for Persons other than the DIRECTING HOLDER, THE DIRECTING CERTIFICATEHOLDER, THE
RISK RETENTION CONSULTATION PARTY 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 2017-CX10 Commercial Mortgage Securities Trust


Email:
trustadministrationgroup@wellsfargo.com;

           cts.cmbs.bond.admin@wellsfargo.com


 


KeyBank
National Association


11501
Outlook Street, Suite 300

Overland Park, Kansas 66211


Attention:
Michael Tilorn


Email:
keybank_notices@keybank.com


 


CSAIL
2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CX10


 


In
accordance with the Pooling and Servicing Agreement, dated as of November 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, CWCapital Asset Management LLC, as Special
Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor, with respect to the
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion
Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.          The
undersigned is neither the Directing Holder, the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.          In
the case that the undersigned is a Certificateholder or a beneficial owner of an Offered Certificate, the undersigned has received
a copy of the Prospectus.


 


4.          The
undersigned is a Borrower Party.


 



    Exhibit P-1C-1


     


    

 


5.          The
undersigned is requesting access to the Distribution Date Statements pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the
Distribution Date Statements confidential (except from such outside persons as are assisting it in making an evaluation in connection
with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking
authorities or agencies to which the undersigned is subject), and such Distribution Date Statements will not, without the prior
written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees,
agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part;
provided, however, that the obligations of the undersigned to keep any such Distribution Date Statements confidential
shall expire one year following the date that the undersigned receives such Distribution Date Statements (with respect to a prospective
purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates
referenced above. The undersigned will not use or disclose the Distribution Date Statements in any manner which could result in
a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.          The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers, the Loan-Specific Initial Purchasers and
the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of
its Representatives.


 


7.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statements
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


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


  


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	[Borrower Party]
	 	 	 
	 	By:	 
			Title:
	 	 	Company:
	 	 	Phone:





 



    Exhibit P-1C-2


     


    

 


EXHIBIT
P-1D


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for the DIRECTING HOLDER, THE DIRECTING CERTIFICATEHOLDER and/or a Controlling Class
Certificateholder)


 


[Date]





	Wells
                           Fargo Bank, National Association,

        9062
        Old Annapolis Road

        Columbia,
        Maryland 21045

        Attention:
        Corporate Trust Services (CMBS) – CSAIL 2017-CX10

         
	CWCapital
                                       Asset Management LLC

                                       7501 Wisconsin Avenue

                                       Bethesda, Maryland 20814

                                       Attention: Brian Hanson (CSAIL 2017-CX10)

                                       Facsimile number: (202) 715-9699

                                       Email: CWCAMnoticesCSAIL2017-CX10@cwcapital.com

         

        with
        a copy to:

        

        CWCapital Asset Management LLC

        7501 Wisconsin Avenue, Suite 500 West

        Bethesda, Maryland 20814

        Attention: Legal Department

         

         

         

         

         

	Park
        Bridge Lender Services LLC

        600
        Third Avenue, 40th Floor

        New
        York, New York 10016

        Attention:
        CSAIL 2017-CX10-Surveillance Manager

        Email:
        cmbs.notices@parkbridgefinancial.com

         

	
        Wells
        Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS)

        CSAIL 2017-CX10 Commercial Mortgage Securities Trust

        Email:
        trustadministrationgroup@wellsfargo.com

        with a copy to: cts.cmbs.bond.admin@wellsfargo.com

         

	
        KeyBank
        National Association

        11501
        Outlook Street, Suite 300

        Overland
        Park, Kansas 66211

        Attention:
        Michael Tilden

        E-mail:
        keybank_notices@keybank.com

         



		Re:	CSAIL
                                         2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX10



 


In
accordance with the Pooling and Servicing Agreement, dated as of November 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
CWCapital


 






    Exhibit P-1D-1


     


    

 


Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor, with respect to the
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned is [the Directing Holder][the Directing Certificateholder][the Holder of the majority of the Controlling Class][a
Controlling Class Certificateholder].


 


2.          The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY
[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The
undersigned is not a Borrower Party with respect to any other Mortgage Loan. 


 


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


 


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


 


5.          Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the
Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or 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


 



    Exhibit P-1D-2


     


    

 


Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent
the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing
Agreement.


 


7.          The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


8.          To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or
indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class
Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


9.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


10.        The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed
above [(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


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


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 



    Exhibit P-1D-3


     


    

 





	 	[Directing
Holder][Directing Certificateholder][Holder of a majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
			Name:

Title:


 


Dated:
__________


 


cc:
Credit Suisse Commercial Mortgage Securities Corp.


 


    Exhibit P-1D-4


     


    

 


EXHIBIT
P-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER


 


[Date]


 


	
        Wells Fargo Bank, National
        Association,

        

        9062 Old Annapolis Road

        

        Columbia, Maryland 21045

        

        Attention: Corporate Trust
        Services (CMBS) – CSAIL 2017-CX10

         
	
        CWCapital Asset Management LLC

        7501 Wisconsin Avenue

        Bethesda, Maryland 20814

        Attention: Brian Hanson (CSAIL 2017-CX10)

        Facsimile number: (202) 715-9699

        Email: CWCAMnoticesCSAIL2017-CX10@cwcapital.com

         

        with a copy to:

        

        CWCapital Asset Management LLC

        7501 Wisconsin Avenue, Suite 500 West

        Bethesda, Maryland 20814

        Attention: Legal Department

         
	 
	
        Park Bridge Lender Services
        LLC

        

        600 Third Avenue, 40th
        Floor

        

        New York, New York 10016

        

        Attention: CSAIL 2017-CX10-Surveillance
        Manager

        

        Email: cmbs.notices@parkbridgefinancial.com

         
	 
	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS)

        CSAIL 2017-CX10 Commercial Mortgage Securities Trust

        

        Email: trustadministrationgroup@wellsfargo.com

        with a copy to: cts.cmbs.bond.admin@wellsfargo.com

         
	 
	 	
        KeyBank National Association

        

        11501 Outlook Street, Suite 300

        

        Overland Park, Kansas 66211

        

        Attention: Michael Tilden

        

        E-mail: keybank_notices@keybank.com

         
	 
	 	 	 	 


		Re:	CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2017-CX10



 


THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE CSAIL
2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,


 






    Exhibit P-1E-1


     


    

 


Series 2017-CX10 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.


 


2.            The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the
“[Excluded Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If applicable] For
the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.] The
undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


3.            As of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below
information to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among
other things, the Certificate Administrator’s determination as to whether a Consultation Termination Event or Control Termination
Event is in effect with respect to the Excluded Controlling Class Mortgage Loans listed in paragraph 2 if any such mortgage loan
is an Excluded Loan:


 


	CUSIP	Class	Outstanding Certificate Balance	Initial Certificate Balance
	 	 	 	 



 






    Exhibit P-1E-2


     


    

 


	 	 	 	 
	 	 	 	 


 


4.            Except with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant
to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.            The undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information
(as defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the
extent the undersigned receives access to such


 






    Exhibit P-1E-3


     


    

 


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, the Loan-Specific Initial Purchasers and
the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of
its Representatives.


 


7.            To the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website
or otherwise receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not
directly or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling
Class Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.            The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the
Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or
verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


9.            The undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance
with the notice provisions of the Pooling and Servicing


 






    Exhibit P-1E-4


     


    

 


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 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: _______


 






    Exhibit P-1E-5


     


    

 


cc: Credit Suisse Commercial Mortgage Securities Corp.


 






    Exhibit P-1E-6


     


    

 


EXHIBIT
P-1F


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	
        Via: Email

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS)

        CSAIL 2017-CX10 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 2017-CX10 Commercial Mortgage Securities Trust

         



		Re:	CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2017-CX10



 


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 2017-CX10 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 2017-CX10

         
	
        CWCapital Asset Management LLC

        7501 Wisconsin Avenue

        Bethesda, Maryland 20814

        Attention: Brian Hanson (CSAIL 2017-CX10)

        Facsimile number: (202) 715-9699

        Email: CWCAMnoticesCSAIL2017-CX10@cwcapital.com

         

        with a copy to:

        

        CWCapital Asset Management LLC

        7501 Wisconsin Avenue, Suite 500 West

        Bethesda, Maryland 20814

        Attention: Legal Department

         

	
        Park Bridge Lender Services
        LLC

        

        600 Third Avenue, 40th
        Floor

        

        New York, New York 10016

        

        Attention: CSAIL 2017-CX10-Surveillance
        Manager

        

        Email: cmbs.notices@parkbridgefinancial.com

         

	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS)

        CSAIL 2017-CX10 Commercial Mortgage Securities Trust

        

        Email: trustadministrationgroup@wellsfargo.com

        with a copy to: cts.cmbs.bond.admin@wellsfargo.com

         

	 	
        KeyBank National Association

        

        11501 Outlook Street, Suite 300

        

        Overland Park, Kansas 66211

        

        Attention: Michael Tilden

        

        E-mail: keyabnk_notices@keybank.com

         



		Re:	CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2017-CX10



 


In accordance with
Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 






    Exhibit P-1G-1


     


    

 


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.


 


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


 


FORM OF CERTIFICATION OF THE RISK RETENTION CONSULTATION
PARTY


 


[Date]


 


	
        Wells Fargo Bank, National
        Association,

        

        9062 Old Annapolis Road

        

        Columbia, Maryland 21045

        

        Attention: Corporate Trust
        Services (CMBS) – CSAIL 2017-CX10

         
	
        CWCapital Asset Management LLC

        7501 Wisconsin Avenue

        Bethesda, Maryland 20814

        Attention: Brian Hanson (CSAIL 2017-CX10)

        Facsimile number: (202) 715-9699

        Email: CWCAMnoticesCSAIL2017-CX10@cwcapital.com

         

        with a copy to:

        

        CWCapital Asset Management LLC

        7501 Wisconsin Avenue, Suite 500 West

        Bethesda, Maryland 20814

        Attention: Legal Department

         

	
        Park Bridge Lender Services
        LLC

        

        600 Third Avenue, 40th
        Floor

        

        New York, New York 10016

        

        Attention: CSAIL 2017-CX10-Surveillance
        Manager

        

        Email: cmbs.notices@parkbridgefinancial.com

         

	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS)

        CSAIL 2017-CX10 Commercial Mortgage Securities Trust

        

        Email: trustadministrationgroup@wellsfargo.com

        with a copy to: cts.cmbs.bond.admin@wellsfargo.com

         

	 	
        KeyBank National Association

        

        11501 Outlook Street, Suite 300

        

        Overland Park, Kansas 66211

        

        Attention: Michael Tilden

        

        E-mail: keybank_notices@keybank.com

         



		Re:	CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial
Mortgage Pass Through Certificates, Series 2017-CX10



 


 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 Risk Retention Consultation Party.


 






    Exhibit P-1H-1


     


    

 


2.       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.


 


3.       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.


 





	 	 	 	[RISK RETENTION CONSULTATION
PARTY]
	 	 	 	 	 
	 	 	 	By:	 
		 	 		Name:
	 	 	 	 	Title:





 


Dated: [____] [__], 20[__]


 






    Exhibit P-1H-2


     


    

 


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 (CMBS)





CSAIL 2017-CX10 Commercial Mortgage Trust


 


		Attention:	CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial
Mortgage Pass Through Certificates, Series 2017-CX10 ________________________



 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2017
(the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as
Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer Wells Fargo Bank,
National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as 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 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2017-CX10 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as of November
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as 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 (CMBS)





CSAIL 2017-CX10 Commercial Mortgage Trust


 


		Attention:	CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial
Mortgage Pass Through Certificates, Series 2017-CX10 __________________________



 


This Certification has been prepared
for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor.
If you represent a Market Data Provider not listed herein and would like access to the information, please contact CTSLink at 866-846-4526,
or at ctslink.customerservice@wellsfargo.com.


 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2017
(the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as
Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator and as Trustee, 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 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CX10 



 


Ladies and Gentlemen:


 


In accordance with Section
2.02 of the Pooling and Servicing Agreement, dated as of November 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as
Trustee, and Park Bridge Lender Services LLC, as 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 and Trust Subordinate
Companion Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan or Trust Subordinate Companion 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 or Trust Subordinate Companion Loan 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 or Trust Subordinate Companion 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.


 






    Exhibit Q-1-1


     


    

 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION,

as Custodian
	 	 	 
	 	By:	 
			Name:
	 	 	Title:





 






    Exhibit Q-1-2


     


    

 


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]


 


[Natixis Real Estate Capital LLC





1251 Avenue of the Americas





New York, New York 10020





Attention: Real Estate Administration





Facsimile No.: (212) 891-5777





with a copy by email to:





USCIBGlobalFinanceAssetManagementTeam@us.natixis.com]


 


[Benefit Street Partners CRE Finance LLC





142 West 57th Street, Suite 1201





New York, New York 10019





Attention: Micah Goodman and Tiffany Putman]


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

 


Fitch Ratings, Inc.





33 Whitehall Street





New York, New York 10004





Attention: Commercial Mortgage Surveillance Group





Facsimile No.: (212) 635-0295





E-mail: info.cmbs@fitchratings.com


 


Kroll Bond Rating Agency, Inc.





845 Third Avenue, 4th Floor





New York, New York 10022





Attention: CMBS Surveillance





E-mail: cmbssurveillance@kbra.com


 


S&P Global Ratings





55 Water Street, 41st Floor





New York, New York 10041





Attention: Commercial Mortgage Surveillance Manager





Email: cmbs_info_17g5@standardandpoors.com


 






    Exhibit Q-1-3


     


    

 


Morningstar Credit Ratings, LLC





220 Gibraltar Road, Suite 300





Horsham, Pennsylvania 19044





Attention: CMBS Surveillance





E-mail: cmbsratings@morningstar.com


 


CWCapital Asset Management LLC





7501 Wisconsin Avenue





Bethesda, Maryland 20814





Attention: Brian Hanson (CSAIL
2017-CX10)





Facsimile number: (202) 715-9699





Email: CWCAMnoticesCSAIL2017-CX10@cwcapital.com


 


with a copy to:





CWCapital Asset Management LLC





7501 Wisconsin Avenue, Suite
500 West





Bethesda, Maryland 20814





Attention: Legal Department


 


KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: keybank_notices@keybank.com


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045


 


[DIRECTING CERTIFICATEHOLDER’S
NOTICE ADDRESS]


 


Eightfold Real Estate Capital,
L.P.





1111 Lincoln Road, Suite 802





Miami Beach, Florida 33139





Attention: Brian Tageson





Email: btageson@eightfold.com


 






    Exhibit Q-1-4


     


    

 


EXHIBIT
R-1


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


 


When recorded return to:





[___________]


 


LIMITED POWER OF ATTORNEY


 


Wells Fargo Bank,
National Association, a national banking association organized and existing under the laws of the United States and having an office
at 9062 Old Annapolis Road, Columbia, Maryland 21045, not in its individual capacity but solely as Trustee (in such capacity, the
“Trustee”), hereby constitutes and appoints KeyBank 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 the Attorney-In-Fact, to execute and acknowledge in writing
or by facsimile stamp all documents customarily and reasonably necessary and appropriate for the tasks described in the items (1)
through (11) below; provided however, that the documents described below may only be executed and delivered by such Attorneys-In-Fact
if such documents are required or permitted under the terms of the Pooling and Servicing Agreement, dated as of November 1, 2017
(the “Agreement”) by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as 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 Attorney-In-Fact’s responsibilities to service certain mortgage loans
(the “Loans”) held by Wells Fargo Bank, National Association, as Trustee. The Loans are comprised of mortgages or deeds
of trust (the “Mortgages” and “Deeds of Trust” respectively), and other forms of security instruments (collectively,
the “Security Instruments”) and the Mortgage Notes secured thereby. Capitalized terms used but not defined herein shall
have the respective meanings assigned thereto in the Agreement.


 


1.        Demand,
sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter shall
become due and payable) belonging to or claimed by Wells Fargo Bank, National Association, as Trustee, and to use or take any lawful
means for recovery by legal process or otherwise, including but not limited to the substitution of trustee serving under a Deed
of Trust, the preparation and issuance of statements of breach, notices of default, and/or notices of sale, accepting deeds in
lieu of foreclosure, evicting (to the 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


 






    Exhibit Q-1-5


     


    

 


orders,
injunctions, appointments of receiver, suits for waste, fraud and any and all other tort, contractual or other claims of whatever
nature, including execution of any evidentiary affidavits or verifications in support thereof, as may be necessary or advisable
in any bankruptcy action, state or federal suit or any other action.


 


2.        Execute
and/or file such documents and take such other action as is proper and necessary to defend Wells Fargo Bank, National Association,
as Trustee, in litigation and to resolve any litigation where the Master Servicer has an obligation to defend Wells Fargo Bank,
National Association, as Trustee, including but not limited to dismissal, termination, cancellation, rescission and settlement.


 


3.        Transact
business of any kind regarding the Loans and the Mortgaged Properties.


 


4.        Obtain
an interest in the Loans, Mortgaged Properties and/or building thereon, as Wells Fargo Bank, National Association, Trustee’s
act and deed, to contract for, purchase, receive and take possession and evidence of title in and to the property and/or to secure
payment of a promissory note or performance of any obligation or agreement.


 


5.        Execute,
complete, indorse or file bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments regarding the
Borrowers, the Loans and/or the Mortgaged Properties, including but not limited to the execution of estoppel certificates, financing
statements, continuation statements, releases, satisfactions, assignments, loan modification agreements, payment plans, waivers,
consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements, property adjustment agreements,
non-disturbance and attornment agreements, leasing agreements, management agreements, listing agreements, purchase and sale agreements,
and other instruments pertaining to Mortgages or Deeds of Trust, and execution of deeds and associated instruments, if any, conveying
the Mortgaged Properties, in the interest of Wells Fargo Bank, National Association, as Trustee.


 


6.        Endorse
on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned and draw upon,
replace, substitute, release or amend letters of credit as property securing the Loans.


 


7.        Execute
any document or perform any act described in items (3), (4) and (5) in connection with the termination of any Trust Fund as necessary
to transfer ownership of the affected Loans to the entity (or its designee or assignee) possessing the right to obtain ownership
of such Loans.


 


8.        Such
other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish the Master
Servicer’s duties and responsibilities under the Agreement.


 


9.        Subordinate
the lien of a Mortgage, Deed of Trust, or deed to secure debt (i) for the purpose of refinancing Loans, where applicable, or (ii)
to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain, including but
not limited to the execution of partial satisfactions and releases and partial reconveyances reasonably required for such purpose,
and the execution or requests to the trustees to accomplish the same.


 






    Exhibit Q-1-6


     


    

 


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 the Closing 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 Attorney-In-Fact
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 Attorney-In-Fact. 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 [__________].


 





	NO CORPORATE SEAL 	 	Wells Fargo Bank, National
Association, as Trustee, for the benefit of the registered holders of CSAIL Mortgage Securities Trust 2017-CX10, Commercial
Mortgage Pass-Through Certificates, Series 2017-CX10

For [______]
	 	 	 
	 	By:  	 
	Witness:	 	, Vice President
	 	 	 



 






    Exhibit Q-1-7


     


    

 





	STATE OF	 )
	 	 ) ss.:
	COUNTY OF	 )









 


On ________________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of ___________ that the foregoing paragraph is true and correct.


 


Witness my hand and official
seal.








	 	 
	 	Notary Public
	 	 
	[SEAL]	 






 


My commission expires:







    Exhibit Q-1-8


     


    

 


EXHIBIT R-2


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER


 


RECORDING REQUESTED BY: 


CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Brian Hanson

Facsimile: (202) 715-9699


 





 






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 (“Trustee”), hereby constitutes and appoints CWCapital
Asset Management LLC (“Special Servicer”), as its true and lawful attorney-in-fact (the “Attorney-In-Fact”)
and in its name, aforesaid Attorney-In-Fact, by and through its duly appointed officers and employees, 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 (8) below; provided however, that the documents described below may only be executed and delivered by such
Attorneys-In-Fact if such documents are required or permitted under the terms of the Pooling and Servicing Agreement dated as of
November 1, 2017 (the “Agreement”) by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as
Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor on behalf of CSAIL 2017-CX10
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX10, 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 Attorney-In-Fact’s responsibilities to service certain mortgage loans (the “Loans”) held by the Trustee.
These Loans are secured by collateral comprised of Mortgages, Deeds of Trust, Deeds to Secure Debt and other forms of Security
instruments (collectively the “Security Instruments”) encumbering any and all real and personal property delineated
therein (the “Property”) and the 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



 






    Exhibit S


     


    

 


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 the Trustee in litigation and to resolve any litigation where the Special Servicer
has an obligation to defend the Trustee, including but not limited to dismissal, termination, cancellation, rescission and settlement.



 


		3.	Transact business of any kind regarding the Loans
and the Properties.



 


		4.	Obtain an interest therein and/or building thereon,
as Wells Fargo Bank, National Association, as 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 bonds, notes, mortgages, deeds of trust and
other contracts, agreements and instruments regarding the Borrowers and/or the Property, 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 Property, in the interest of the Trustee.



 


		6.	Endorse on behalf of the undersigned all checks, drafts
and/or other negotiable instruments made payable to the undersigned and draw upon, replace, substitute, release or amend letters
of credit as Property securing the Loans.



 


		7.	Execute any document or perform any act described
in items (3) and (4) in connection with the termination of any Trust as necessary to transfer ownership of the affected Mortgage
Loans to the entity (or its designee or assignee) possessing the right to obtain ownership of the Mortgage Loans.



 






    Exhibit S


     


    

 


		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.



 


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 the Closing 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 Attorney-In-Fact 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 Attorney-In-Fact.
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.


 


Third parties without actual notice may rely upon the exercise
of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney shall continue
in full force and effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned.


 






    Exhibit S


     


    

 


Witness my hand and seal this _____ day of ____________________, 2017.


 





	NO CORPORATE SEAL 	 	Wells
Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of CSAIL 2017-CX10 Commercial Trust, Commercial
Mortgage Pass-Through Certificates, Series 2017-CX10
	 	 	 
	 	By:  	 
	Witness:	 	, Vice President
	 	 	 


  


	Witness:	 	 
	 	 	 
	Attest:                           , Trust Officer	 	 



 






    Exhibit S


     


    

 



 


EXHIBIT S


 


INITIAL COMPANION HOLDERS 


 


	Loan	Companion Holder
	Park Center Phase I	
        NOTE A-2

         

        Wells Fargo Bank., National Association, for the holders of CSAIL 2017-CX10
        Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX10

         

        Notice Address:

         

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS) – CSAIL 2017-CX10

        with a copy to: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com

	GNL Portfolio	NOTE A-1-B

         

        Citi Real Estate Funding Inc.

         

        Notice Address:

         

        Citi Real Estate Funding Inc.

        388-390 Greenwich Street, 7th Floor

        New York, New York 10013

        Attention: Rick Simpson

        Facsimile: 212-816-5343

         

         with a copy to:

         

         Citi Real Estate Funding Inc.

        388-390 Greenwich Street, 19th Floor

        New York, New York 10013

        Attention: Ryan O’Connor

        Facsimile: 646-862-8988

         




 






    Exhibit S


     


    




 


	 	

        

        NOTE A-2-A

         

        Column Financial, Inc.

         

        Notice Address:

         

        Column Financial, Inc.

        One Madison Avenue

        New York, New York 10010

        Office of General Counsel

        Attention: Sarah Nelson

        Facsimile No.: (917) 326-8433

         

        NOTE A-2-B

         

        Citi Real Estate Funding Inc.

         

        Notice Address:

         

        Citi Real Estate Funding Inc.

390 Greenwich Street, 7th Floor

New York, New York 10013



	Yorkshire & Lexington Towers	NOTE A-2

         

        Wells Fargo Bank., National Association, for the holders of CSAIL 2017-CX10
        Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX10

         

        Notice Address:

         

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS) – CSAIL 2017-CX10

        with a copy to: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com

         

        NOTE A-3

         

        Natixis Real Estate Capital LLC

         

        Notice Address:

         




 






    Exhibit S


     


    

 


	 	 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:

        USCIBGlobalFinanceAssetManagementTeam@us.natixis.com

         

        NOTE A-4

         

        UBS AG

         

        Notice Address:

         

        UBS AG

        1285 Avenue of the Americas

        New York, New York 10019

        Attention: David Schell 

        Email: david.schell@ubs.com

        with a copy to:

        Chad Eisenberger, Esq.

        UBS Business Solutions LLC

        153 West 51st Street

        New York, New York 10019

        Email: chad.eisenberger@ubs.com

        Telephone No.: (212) 821-4885

         

        NOTE A-5

         

        UBS AG

         

        Notice Address:

         

        UBS AG

        1285 Avenue of the Americas

        New York, New York 10019

        Attention: David Schell

        Email: david.schell@ubs.com

        with a copy to:

        Chad Eisenberger, Esq.

        UBS Business Solutions LLC

        153 West 51st Street

        New York, New York 10019

        Email: chad.eisenberger@ubs.com

        Telephone No.: (212) 821-4885

         

        NOTE A-6




 






    Exhibit S


     


    

 


	 	  

                                                                                                                                      UBS AG

         

        Notice Address:

         

        UBS AG

        1285 Avenue of the Americas

        New York, New York 10019

        Attention: David Schell

        Email: david.schell@ubs.com

        with a copy to:

        Chad Eisenberger, Esq.

        UBS Business Solutions LLC

        153 West 51st Street

        New York, New York 10019

        Email: chad.eisenberger@ubs.com

        Telephone No.: (212) 821-4885

         

        NOTE A-7

         

        UBS AG

         

        Notice Address:

         

        UBS AG

        1285 Avenue of the Americas

        New York, New York 10019

        Attention: David Schell

        Email: david.schell@ubs.com

        with a copy to:

        Chad Eisenberger, Esq.

        UBS Business Solutions LLC

        153 West 51st Street

        New York, New York 10019

        Email: chad.eisenberger@ubs.com

        Telephone No.: (212) 821-4885

         

        NOTE A-8-1

         

        UBS AG

         

        Notice Address:

         

        UBS AG

        1285 Avenue of the Americas

        New York, New York 10019

        Attention: David Schell




 






    Exhibit S


     


    

 


	 	



        Email: david.schell@ubs.com

        with a copy to:

        Chad Eisenberger, Esq.

        UBS Business Solutions LLC

        153 West 51st Street

        New York, New York 10019

        Email: chad.eisenberger@ubs.com

        Telephone No.: (212) 821-4885

         

        NOTE A-8-2

         

        UBS AG

         

        Notice Address:

         

        UBS AG

        1285 Avenue of the Americas

        New York, New York 10019

        Attention: David Schell

        Email: david.schell@ubs.com

        with a copy to:

        Chad Eisenberger, Esq.

        UBS Business Solutions LLC

        153 West 51st Street

        New York, New York 10019

        Email: chad.eisenberger@ubs.com

        Telephone No.: (212) 821-4885

         

        NOTE 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:

        USCIBGlobalFinanceAssetManagementTeam@us.natixis.com

	 

                                                                                One California Plaza
	  

                                                                                                                          NOTE A-2

         

        Wells Fargo Bank., National Association, for the holders of CSAIL 2017-CX10
        Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX10




 






    Exhibit S


     


    

 


		

        

        Notice Address:

         

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS) – CSAIL 2017-CX10

        with a copy to: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com

         

        NOTE B

         

        CSMC Trust 2017-CALI Mortgage Trust

         

        Notice Address:

         

        Column Financial, Inc.

        One Madison Avenue

        New York, New York 10010

        General Counsel’s Office

        Attention: Sarah Nelson, Esq.

        Facsimile No.: (212) 743-2823

         

	Lehigh Valley Mall	NOTE A-1-B

         

        Wells Fargo Bank., National Association, for the holders of CSAIL 2017-CX10
        Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX10

         

        Notice Address:

         

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS) – CSAIL 2017-CX10

        with a copy to: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com

         

        NOTE A-1-C

         

        Cantor Commercial Real Estate Lending, L.P.

         

        Notice Address:

         

        Cantor Commercial Real Estate Lending, L.P.




 






    Exhibit S


     


    

 


	 	

        

        110 East 59th Street, 6th Floor

        New York, New York 10022

        Attention: Gary F. Stellato

        Facsimile No.: (212) 610-3623

         

        NOTE A-2-A

         

        JPMorgan Chase Bank, National Association

         

        Notice Address:

         

        JPMorgan Chase Bank, National Association

        383 Madison Avenue

        New York, New York 10179

        Attention: Joseph E. Geoghan

        Facsimile No.: (212) 272-7047

        -and-

        JPMorgan Chase Bank, National Association

        383 Madison Avenue

        New York, New York 10179

        Attention: Nancy Alto

        Facsimile No.: (212) 623-4779

        with a copy to:

        Cadwalader, Wickersham & Taft LLP

        227 West Trade Street

        Charlotte, NC 28202

        Attention: David Burkholder

        Facsimile No.: (704) 348-5309

         

        NOTE A-2-B

         

        Column Financial, Inc.

         

        Notice Address:

         

        Column Financial, Inc.

        11 Madison Avenue

        New York, New York 10010

        Attention: N. Dante LaRocca

        Facsimile No.: (212) 325-8717

        with a copy to:

        Column Financial, Inc.

        One Madison Avenue

        New York, New York 10010

        Legal and Compliance Department

        Attention: Sarah Nelson




 






    Exhibit S


     


    

 


	 	Facsimile No.: (917) 326-84337

         

        NOTE A-2-C

         

        Cantor Commercial Real Estate Lending, L.P.

         

        Notice Address:

         

        Cantor Commercial Real Estate Lending, L.P.

        110 East 59th Street, 6th Floor

        New York, New York 10022

        Attention: Gary F. Stellato

        Facsimile No.: (212) 610-3623

	The Standard Highline NYC	
        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: Khaled Mohiuddin

Facsimile: (212) 891-5777

        with a copy to:



Natixis Real Estate Capital LLC

Office of Chief Operating Officer

1251 Avenue of the Americas

New York, New York 10020

Facsimile: (212) 891-6288

        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:

        

        legal.notices@us.natixis.com

         

        NOTE B-A

         

        Natixis Real Estate Capital LLC

         

        Notice Address:

         




 






    Exhibit S


     


    

 


	 	Natixis
Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Khaled Mohiuddin

Facsimile: (212) 891-5777

        with a copy to:



Natixis Real Estate Capital LLC

Office of Chief Operating Officer

1251 Avenue of the Americas

New York, New York 10020

Facsimile: (212) 891-6288

        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:

        

        legal.notices@us.natixis.com

         

        NOTE B-B

         

        Natixis Real Estate Capital LLC

         

        Notice Address:

         

        Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Khaled Mohiuddin

Facsimile: (212) 891-5777

        with a copy to:



Natixis Real Estate Capital LLC

Office of Chief Operating Officer

1251 Avenue of the Americas

New York, New York 10020

Facsimile: (212) 891-6288

        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:

        



 






    Exhibit S


     


    

 


	 	 

                                                                                                                                     legal.notices@us.natixis.com

	Centre 425 Bellevue	
        NOTE A-2

         

        Natixis Real Estate Capital LLC

         

        Notice Address:

        

        

         

        Natixis Real Estate Capital LLC

        1251 Avenue of the Americas

        New York, New York 10020

        Attention: Khaled Mohiuddin

        Facsimile: (212) 891-5777

         

        with a copy to:

        

        Natixis Real Estate Capital LLC

        Office of Chief Operating Officer

        1251 Avenue of the Americas

        New York, New York 10020

        Facsimile: (212) 891-6288

         

        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:

        

        legal.notices@us.natixis.com

         

        NOTE A-3

         

        Natixis Real Estate Capital LLC

         

        Notice Address:

         

        Natixis Real Estate Capital LLC

        1251 Avenue of the Americas

        New York, New York 10020

        Attention: Khaled Mohiuddin

        Facsimile: (212) 891-5777

         

        with a copy to:


         




 






    Exhibit S


     


    

 


	 	Natixis Real Estate Capital LLC

        Office of Chief Operating Officer

        1251 Avenue of the Americas

        New York, New York 10020

        Facsimile: (212) 891-6288

         

        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:

        

        legal.notices@us.natixis.com

         

        NOTE B

         

        Natixis Real Estate Capital LLC

         

        Notice Address:

         

        Natixis Real Estate Capital LLC

        1251 Avenue of the Americas

        New York, New York 10020

        Attention: Khaled Mohiuddin

        Facsimile: (212) 891-5777

         

        with a copy to:

        

        Natixis Real Estate Capital LLC

        Office of Chief Operating Officer

        1251 Avenue of the Americas

        New York, New York 10020

        Facsimile: (212) 891-6288

         

        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:

        

        legal.notices@us.natixis.com

	 

                                                                                600 Vine
	 

                                                                                                                         NOTE A-2




 






    Exhibit S


     


    

 


		

        

        Natixis Real Estate Capital LLC

         

        Notice Address:

         

        Natixis Real Estate Capital LLC

        1251 Avenue of the Americas

        New York, New York 10020

        Attention: Khaled Mohiuddin

        Facsimile: (212) 891-5777

         

        with a copy to:

        

        Natixis Real Estate Capital LLC

        Office of Chief Operating Officer

        1251 Avenue of the Americas

        New York, New York 10020

        Facsimile: (212) 891-6288

         

        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:

        

        legal.notices@us.natixis.com

         

	300 Montgomery	
        NOTE A-2

         

        Natixis Real Estate Capital LLC

         

        Notice Address:

         

        Natixis Real Estate Capital LLC

        1251 Avenue of the Americas

        New York, New York 10020

        Attention: Khaled Mohiuddin

        Facsimile: (212) 891-5777

        

        with a copy to:



Natixis Real Estate Capital LLC

Office of Chief Operating Officer

1251 Avenue of the Americas

New York, New York 10020




 






    Exhibit S


     


    

 


	 	Facsimile:
(212) 891-6288

        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:

        

        legal.notices@us.natixis.com

         

	Garden Multifamily Portfolio	
        NOTE A-2

         

        Wilmington Trust, National Association, as Trustee, for the Benefit
        of the Registered Holders of the CSAIL Commercial Mortgage Securities Trust 2017-C8, Commercial Mortgage Pass-Through Certificates,
        Series 2017-C8

         

        Notice Address:

         

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        MAC D1086-120, 550 South Tryon Street, 14th Floor

        Charlotte, North Carolina 28202

        Attention: CSAIL 2017-C8 Asset Manager

        Email: commercial.servicing@wellsfargo.com

         

        and a copy to:

         

        Mayer Brown LLP

        214 North Tryon Street, Suite 3800

        Charlotte, North Carolina 28202

        Attention: Christopher J. Brady, Esq.

         

        NOTE A-3

         

        Benefit Street Partners CRE Finance LLC

         

        Notice Address:

         

        Benefit Street Partners CRE Finance LLC

        9 West 57th Street, Suite 4920

        New York, New York 10019

        Attention: Micah Goodman and Tiffany Putman

         

        NOTE A-4




 






    Exhibit S


     


    

 


	 	Benefit Street Partners CRE Finance LLC

         

        Notice Address:

         

        Benefit Street Partners CRE Finance LLC

        9 West 57th Street, Suite 4920

        New York, New York 10019

        Attention: Micah Goodman and Tiffany Putman

         

        NOTE A-5

         

        Benefit Street Partners CRE Finance LLC

         

        Notice Address:

         

        Benefit Street Partners CRE Finance LLC

        9 West 57th Street, Suite 4920

        New York, New York 10019

        Attention: Micah Goodman and Tiffany Putman

         

        NOTE A-6

         

        Benefit Street Partners CRE Finance LLC

         

        Notice Address:

         

        Benefit Street Partners CRE Finance LLC

        9 West 57th Street, Suite 4920

        New York, New York 10019

        Attention: Micah Goodman and Tiffany Putman

	333 North Bedford	
        NOTE A-2

         

        Natixis Real Estate Capital LLC

         

        Notice Address:

         

        Natixis Real Estate Capital LLC

        1251 Avenue of the Americas

        New York, New York 10020

        Attention: Khaled Mohiuddin

        Facsimile: (212) 891-5777

        

        with a copy to:



Natixis Real Estate Capital LLC

Office of Chief Operating Officer

1251 Avenue of the Americas




 






    Exhibit S


     


    

 


	 	New York, New York 10020

        Facsimile: (212) 891-6288

        

        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:

        

        legal.notices@us.natixis.com

	Miracle Mile	
        NOTE A-2

         

        BSPRT Finance LLC

         

        Notice Address:

         

        BSPRT Finance, LLC

        9 West 57th Street, Suite 4920

        New York, New York 10019

        Attention: Micah Goodman and Tiffany Putnam

         

        NOTE A-3

         

        JPMorgan Chase Bank, National Association

         

        Notice Address:

         

        JPMorgan Chase Bank, National Association

        383 Madison Avenue, 31st Floor

        New York, New York 10179

        Email: US_CMBS_Notice@jpmorgan.com

        Attention: Kunal K. Singh

        

        

        

        -and-

        

        JPMorgan Chase Bank, National Association

        383 Madison Avenue, 32nd Floor

        New York, New York 10179

        Email: US_CMBS_Notice@jpmorgan.com

        Attention: Bianca A. Russo, Managing Director & Associate General Counsel

         

        with a copy to:


         




 






    Exhibit S


     


    

 


	 	Cadwalader, Wickersham & Taft LLP

         

        227 West Trade Street

        Charlotte, NC 28202

        Attention: David Burkholder

        Facsimile No.: (704) 348-5309

         

        NOTE A-4

         

        JPMorgan Chase Bank, National Association

         

        Notice Address:

         

        JPMorgan Chase Bank, National Association

        383 Madison Avenue, 31st Floor

        New York, New York 10179

        Email: US_CMBS_Notice@jpmorgan.com

        Attention: Kunal K. Singh
        

         

        -and-

        

        JPMorgan Chase Bank, National Association

        383 Madison Avenue, 32nd Floor

        New York, New York 10179

        Email: US_CMBS_Notice@jpmorgan.com

        Attention: Bianca A. Russo, Managing Director & Associate General Counsel

         

        with a copy to:

        

        Cadwalader, Wickersham & Taft LLP

         

        227 West Trade Street

        Charlotte, NC 28202

        Attention: David Burkholder

        Facsimile No.: (704) 348-5309

	Totowa Commerce Center	
        NOTE A-2

         

        Natixis Real Estate Capital, LLC

         

        Notice Address:

         

        Natixis Real Estate Capital LLC

        1251 Avenue of the Americas

        New York, New York 10020

        Attention: Real Estate Administration

        Facsimile: (212) 891-5777


         




 






    Exhibit S


     


    

 


	 	Email: USCIBSAFAssetManagementTeam@us.natixis.com

         

        with a copy to:

        

        Natixis Real Estate Capital LLC

        1251 Avenue of the Americas

        New York, New York 10020

        Attention: Office of the General Counsel

        

        for legal notices, with a copy to:

         

        legal.notices@us.natixis.com

         




 



    Exhibit S


     


    


 



 


EXHIBIT
T


 


FORM
OF NOTICE RELATING TO THE NON-SERVICED MORTGAGE LOAN


 


[Date] 


 


[NON-SERVICED
MORTGAGE LOAN PARTIES]


 


[ADDRESSES]


 


VIA
FACSIMILE


 


		Re:	CSAIL
                                         2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX10



 


Dear
[__________]:


 


[[NON-SERVICED
MASTER SERVICER], is the master servicer (the “Non-Serviced Master Servicer”) for the [NON-SERVICED WHOLE LOAN]
Whole Loan, as such term is defined under the Pooling and Servicing Agreement, dated November 1, 2017 (the “CSAIL 2017-CX10
Pooling Agreement”) by and among Credit Suisse Commercial Mortgage Securities Corp., as depositor, KeyBank National
Association, as Master Servicer (in such capacity, the “[NON-SERVICED WHOLE LOAN] Mortgage Loan Master Servicer”),
CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator (in
such capacity, the “Certificate Administrator”) and as Trustee, and Park Bridge Lender Services LLC, as asset
representations reviewer and as Operating Advisor. The Certificate Administrator hereby directs the Non-Serviced Master Servicer,
as follows:]


 


The
Non-Serviced Master Servicer shall remit to the [NON-SERVICED WHOLE LOAN] Mortgage Loan Master Servicer all amounts payable to,
and forward, deliver or otherwise make available, as the case may be, to the [NON-SERVICED WHOLE LOAN] Mortgage Loan Master Servicer
all reports, statements, documents, communications, and other information that are to be forwarded, delivered or otherwise made
available to, the holder of the [NON-SERVICED WHOLE LOAN] Mortgage Loan (as such term is defined in the CSAIL 2017-CX10 Pooling
Agreement) under the [NON-SERVICED WHOLE LOAN] Intercreditor Agreement (as defined in the CSAIL 2017-CX10 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 2017-CX10 Commercial
               Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CX10
	 	 	 
		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



 


Kroll
Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Email: cmbssurveillance@kbra.com








S&P
Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 


		From:	Wells
                                         Fargo Bank, National Association, in its capacity as Master Servicer under the Pooling
                                         and Servicing Agreement dated as of November 1, 2017 (the “Pooling and Servicing
                                         Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
                                         as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management
                                         LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
                                         and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset
                                         Representations Reviewer.



 


		Date:	_________,
                                         20___



 






    Exhibit U-1


     


    

 


		Re:	CSAIL
                                         2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX10

                                         

                                         [Mortgage Loan (the “Mortgage Loan”)][Y&L
                                         Towers Trust Subordinate Companion Loan][Standard Highline Trust Subordinate Companion
                                         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][Y&L
Towers Trust Subordinate Companion Loan][Standard Highline Trust Subordinate Companion Loan], of the type checked below:


 


____    a
full defeasance of the entire principal balance of the [Mortgage Loan][Y&L Towers Trust Subordinate Companion Loan][Standard
Highline Trust Subordinate Companion Loan]; or


 


____    a
partial defeasance of a portion of the principal balance of the [Mortgage Loan][Y&L Towers Trust Subordinate Companion Loan][Standard
Highline Trust Subordinate Companion 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][Y&L Towers Trust Subordinate Companion Loan][Standard Highline Trust Subordinate Companion 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


 






    Exhibit U-2


     


    

 


for
‘AAA’ Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s
Public Finance Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal
due at maturity cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)         The
Master Servicer received an opinion of counsel (from counsel approved by the Servicer in accordance with the Servicing Standard)
that the defeasance will not result in an Adverse REMIC Event.


 


(v)          The
Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy
remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance
collateral and real property securing [Mortgage Loans included in the pool][the Y&L Towers Trust Subordinate Companion Loan][the
Standard Highline Trust Subordinate Companion Loan].


 


(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][Y&L Towers Trust
Subordinate Companion Loan][Standard Highline Trust Subordinate Companion 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][Y&L Towers Trust Subordinate
Companion Loan][Standard Highline Trust Subordinate Companion 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


 






    Exhibit U-3


     


    

 


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][Y&L Towers Trust Subordinate Companion Loan][Standard
Highline Trust Subordinate Companion Loan] (or the allocated portion thereof in connection with a partial defeasance) on its Maturity
Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues received in any month from the defeasance
collateral will be applied to make Scheduled Payments within four (4) months after the date of receipt, and (iii) interest income
from the defeasance collateral to the Defeasance Obligor in any calendar or fiscal year will not exceed such Defeasance Obligor’s
interest expense for the [Mortgage Loan][Y&L Towers Trust Subordinate Companion Loan][Standard Highline Trust Subordinate
Companion 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.





	 	 	 
	 	KeyBank
    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), Trust Subordinate
Companion 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 November 1, 2017 (the “Pooling
and Servicing Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as the depositor, KeyBank National
Association, as the master servicer, CWCapital Asset Management LLC, as the special servicer, Wells Fargo Bank, National Association,
as the certificate administrator, Wells Fargo Bank, National Association, as the trustee and Park Bridge Lender Services LLC,
as the operating advisor and the asset representations reviewer.

Transaction: CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX10

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer: CWCapital Asset Management LLC

Directing Holder: Eightfold Real Estate Capital Fund V, L.P.


 


		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 2017-CX10 


 


Wells
Fargo Bank, National Association


  as
Certificate Administrator 


9062
Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Corporate Trust Services (CMBS) 


CSAIL
2017-CX10 Commercial Mortgage Trust 


 


CWCapital
Asset Management LLC

7501 Wisconsin Avenue

Bethesda, Maryland 20814

Attention: Brian Hanson (CSAIL 2017-CX10)

Facsimile number: (202) 715-9699

Email: CWCAMnoticesCSAIL2017-CX10@cwcapital.com


 


with
a copy to:



CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Legal Department


 


Attention:
Executive Vice President – Division Head


 


		Re:	CSAIL
                                         2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX10, 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 November 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells


 






    Exhibit W-1


     


    

 


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 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2017-CX10 (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 CWCapital Asset Management LLC, in its current capacity as Special
Servicer, is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard].
The following factors support our assessment: [________].


 


Based
upon such assessment, we further hereby recommend that CWCapital Asset Management LLC be removed as Special Servicer and that
[________] be appointed its successor in such capacity.





	 	 	 	 
	 	Very truly yours,
	 	 
	 	[The
    Operating Advisor]
	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:





 


Dated:


 






    Exhibit W-2


     


    

 


EXHIBIT
X


 


Form
of CONFIDENTIALITY Agreement


 


KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: keybank_notices@keybank.com


 


CWCapital
Asset Management LLC

7501 Wisconsin Avenue

Bethesda, Maryland 20814

Attention: Brian Hanson (CSAIL 2017-CX10)

Facsimile number: (202) 715-9699

Email: CWCAMnoticesCSAIL2017-CX10@cwcapital.com


 


with
a copy to:



CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Legal Department


 


		Re:	Access
                                         to Certain Information Regarding CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial
                                         Mortgage Pass Through Certificates, Series 2017-CX10



 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of November 1, 2017 (the “Pooling and Servicing
Agreement”), among the Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association,
as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as 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.


 


KeyBank
National Association (“KeyBank”)/CWCapital Asset Management LLC (“CWCapital”) understands
that [____] (the “Company”) is requesting certain confidential or non-public information relating to the Mortgage
Loans and the Trust Subordinate Companion 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


 






    Exhibit X-1


     


    

 




[_____]
[__], 20[__] 

Page 2


 



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.


 


KeyBank/CWCapital
will provide the Company with certain confidential, non-public servicing information (the “Confidential Information”)
pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges that the Confidential
Information (a) includes or may be based upon information provided to KeyBank/CWCapital by third parties, (b) may not have been
verified by KeyBank/CWCapital, and (c) may be incomplete or contain inaccuracies. The Company agrees that KeyBank/CWCapital, 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) KeyBank/CWCapital’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 KeyBank/CWCapital; (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 KeyBank/CWCapital; (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 KeyBank/CWCapital’s election): (i) responses to reasonable
written inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis with KeyBank/CWCapital’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”). KeyBank/CWCapital 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) KeyBank/CWCapital 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. KeyBank/CWCapital shall cease to provide the Company with Confidential Information if KeyBank/CWCapital
has actual knowledge that the Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents
and KeyBank/CWCapital 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. KeyBank/CWCapital’s remedies hereunder, at law or at equity, are
cumulative and may be combined.


 


The
Company agrees that it will not, and it shall not permit its Representatives, to disclose the Confidential Information in any
manner whatsoever to any other person or entity, other than its


 






    Exhibit X-2


     


    

 




[_____]
[__], 20[__] 

Page 3



 


Representatives
(but only to the extent necessary to accomplish the Permitted Purpose) who have a need to know the information, or as otherwise
required by applicable law, court order or any governmental agency or regulator. The Company acknowledges (i) its obligations
under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential Information by it or its Representatives
for any purpose other than a Permitted Purpose, in addition to being a breach of this letter agreement, may constitute a violation
of federal and state securities laws. The Company will take reasonable measures to ensure that each Representative is advised
of this letter agreement and agrees to keep the Confidential Information confidential. The Company shall be liable for any breach
of this letter agreement by its Representatives. Notwithstanding the foregoing, the Company may subsequently provide all or any
part of such Confidential Information to any other person or entity that holds or is contemplating the purchase of any Certificate
or interest therein, but only if such person or entity confirms such ownership interest or prospective ownership interest and
provided that, prior to the delivery of such Confidential Information, such persons shall have executed and delivered to
the Company an agreement that is substantially similar in form and substance to this Agreement.


 


This
letter agreement shall be governed by and construed in accordance with the laws of the State of New York without the application
of conflict of laws principles. Anything herein to the contrary notwithstanding, KeyBank/CWCapital 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 KeyBank/CWCapital’s rights or obligations under the Pooling and Servicing Agreement. This letter
agreement may be executed in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart shall be deemed
to be an original instrument, and all such counterparts together shall constitute one agreement.


 


This
agreement shall terminate with respect to the information received by the Company one year after the Company receives such information
or ceases to be a Certificateholder. Company agrees that this letter agreement supersedes and replaces and survives any click-through
agreement regarding confidentiality of Confidential Information agreed to in connection with accessing the System whether agreed
to in accessing the System before or after signing this letter agreement.


 






    Exhibit X-3


     


    

 





Please
have an authorized signatory countersign in the space provided below to indicate the Company’s confirmation of, and agreement
to, the matters set forth herein. 




	 	 	 
	 	Very truly yours,
	 	 
	 	KEYBANK
    National Association
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	CWCAPITAL
    ASSET MANAGEMENT LLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


CONFIRMED
AND AGREED TO:


 


[COMPANY
NAME]


 





	By:	 	 
	 	Name:	 
	 	Title:	 


 






    Exhibit X-4


     


    

 


EXHIBIT
Y


 


FORM
CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION



 


I,
[identifying the certifying individual], certify that:


 


		1.	          I
                                         have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed
                                         in respect of the period covered by this report on Form 10-K of the CSAIL 2017-CX10 Commercial
                                         Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CX10 (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) KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer
and Operating Advisor; (B) KeyBank National Association, as Non-Serviced Master Servicer, Rialto Capital Advisors, LLC, as Non-Serviced
Special Servicer, Wells Fargo Bank, National Association, as Non-Serviced Certificate Administrator, Wells Fargo Bank, National
Association, as Non-Serviced Trustee, and Pentalpha Surveillance LLC, as Non-Serviced Operating Advisor of the Park Center Phase
I Mortgage Loan, (C) KeyBank National Association, as Non-Serviced Master Servicer, Cohen Financial, a


 






    Exhibit Y-1


     


    

 


Division
of Sun Trust Bank, as Non-Serviced Special Servicer, U.S. Bank National Association, as Non-Serviced Certificate Administrator,
U.S. Bank National Association, as Non-Serviced Trustee, and Park Bridge Lender Services LLC, as Non-Serviced Operating Advisor
of the One California Plaza Mortgage Loan, (D) Midland Loan Services, a Division of PNC Bank, National Association, as Non-Serviced
Master Servicer, Midland Loan Services, a Division of PNC Bank National Association, as Non-Serviced Special Servicer, Wells Fargo
Bank, National Association, as Non-Serviced Certificate Administrator, Wells Fargo Bank, National Association, as Non-Serviced
Trustee, and Park Bridge Lender Services LLC, as Non-Serviced Operating Advisor of the Centre 425 Bellevue Mortgage Loan, (E)
KeyBank National Association, as Non-Serviced Master Servicer, Rialto Capital Advisors, LLC, as Non-Serviced Special Servicer,
Wells Fargo Bank, National Association, as Non-Serviced Certificate Administrator, Wells Fargo Bank, National Association, as
Non-Serviced Trustee, and Pentalpha Surveillance LLC, as Non-Serviced Operating Advisor of the 300 Montgomery Mortgage Loan, (F)
Wells Fargo Bank, National Association, as Non-Serviced Master Servicer, CWCapital Asset Management LLC, as Non-Serviced Special
Servicer, Wells Fargo Bank, National Association, as Non-Serviced Certificate Administrator, Wilmington Trust, National Association,
as Non-Serviced Trustee, and Trimont Real Estate Advisors, LLC as Non-Serviced Operating Advisor of the 333 North Bedford Mortgage
Loan and (G) KeyBank National Association, as Non-Serviced Master Servicer, Rialto Capital Advisors, LLC, as Non-Serviced Special
Servicer, Wells Fargo Bank, National Association, as Non-Serviced Certificate Administrator, Wells Fargo Bank, National Association,
as Non-Serviced Trustee, and Pentalpha Surveillance LLC, as Non-Serviced Operating Advisor of The Boulders Resort & Spa 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
                                         2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX10, issued pursuant to the Pooling and Servicing Agreement dated as of November
                                         1, 2017 (the “Pooling and Servicing Agreement”), among Credit Suisse
                                         Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as
                                         Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank,
                                         National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender
                                         Services LLC, as 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
                                         2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX10, issued pursuant to the Pooling and Servicing Agreement dated as of November
                                         1, 2017 (the “Pooling and Servicing Agreement”), among Credit Suisse
                                         Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as
                                         Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank,
                                         National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender
                                         Services LLC, as 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
                                         2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX10, issued pursuant to the Pooling and Servicing Agreement dated as of November
                                         1, 2017 (the “Pooling and Servicing Agreement”), among Credit Suisse
                                         Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as
                                         Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank,
                                         National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender
                                         Services LLC, as 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
                                         2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX10, issued pursuant to the Pooling and Servicing Agreement dated as of November
                                         1, 2017 (the “Pooling and Servicing Agreement”), among Credit Suisse
                                         Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as
                                         Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank,
                                         National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender
                                         Services LLC, as 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
                                         2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX10, issued pursuant to the Pooling and Servicing Agreement dated as of November
                                         1, 2017 (the “Pooling and Servicing Agreement”), among Credit Suisse
                                         Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as
                                         Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank,
                                         National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender
                                         Services LLC, as 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
                                         2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX10, issued pursuant to the Pooling and Servicing Agreement dated as of November
                                         1, 2017 (the “Pooling and Servicing Agreement”), among Credit Suisse
                                         Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as
                                         Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank,
                                         National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender
                                         Services LLC, as 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
                                         2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX10, issued pursuant to the Pooling and Servicing Agreement dated as of November
                                         1, 2017 (the “Pooling and Servicing Agreement”), among Credit Suisse
                                         Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as
                                         Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank,
                                         National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender
                                         Services LLC, as 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 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 2017-CX10 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 Item 1121(d) of Regulation AB only)

	
        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, Trust Subordinate Companion 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 or Trust Subordinate Companion 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 2017-CX10 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 or Trust Subordinate Companion Loans, if the Prospectus specifically states that the applicable Mortgage
Loans or Trust Subordinate Companion 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



 


    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 2017-CX10 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 2017-CX10
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
	
        any) when the Depositor notifies the parties
        to this Agreement to the effect that such party 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 2017-CX10 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 2017-CX10 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, Trust Subordinate Companion 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.	 


 


    Exhibit CC-8


     


    
 

	
        Item 15: Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit
No. 16 of Item 601 of Regulation S-K)
	●     Not Applicable	 
	
        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.
	 


 


    Exhibit CC-9


     


    
 

	
        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 
	
        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


 


    Exhibit CC-10


     


    
 

	
        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.	 
	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 or Trust Subordinate Companion 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 2017-CX10 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



 


    Exhibit DD-1


     


    
 

	 	that satisfies all the following conditions: (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage Loans, Trust Subordinate Companion 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, Trust Subordinate Companion 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 	
        ●     Depositor

        

        ●     Certificate
Administrator
	 


 


    Exhibit DD-2


     


    
 

	an Obligation under an Off-Balance Sheet Arrangement	 
	Item 3.03: Material Modification to Rights of Security Holders	●     Certificate Administrator
	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):	●     Certificate Administrator


 


    Exhibit DD-3


     


    
 

	
        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        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 

	
        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
	●     Certificate Administrator 


 


    Exhibit DD-4


     


    
 

	power of attorney.	 
	
        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 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 2017-CX10


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure**
Required


 


Ladies and Gentlemen:


 


In accordance with Section [11.04] [11.05] [11.07]
of the Pooling and Servicing Agreement, dated as of November 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor (the “Depositor”), KeyBank National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating
Advisor, the undersigned, as [ ], hereby notifies you that certain events have come to our attention that [will] [may] need to
be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


List of any Attachments hereto to be included
in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed to [
                               ],
phone number: [ ]; email address: [                        
].





	 	 	 
	 	[NAME OF PARTY],
	 	as [role]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


cc: Depositor




 






    Exhibit EE-1


     


    

 


EXHIBIT FF


 


INITIAL
SUB-SERVICERS


 


		1.	Grandbridge Real Estate Capital LLC



 


		2.	Holliday Fenoglio Fowler, L.P.



 




     Exhibit FF-1


     


    


 


EXHIBIT GG


 


SERVICING
FUNCTION PARTICIPANTS


 


None.


 




     Exhibit GG-1


     


    


 


EXHIBIT HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CX10 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [KeyBank National Association, as Master Servicer] [CWCapital Asset Management LLC, as Special Servicer]
[Wells Fargo Bank, National Association, as Certificate Administrator] [Wells Fargo Bank, National Association, as Trustee] (the
“Certifying Servicer”), certify to Credit Suisse Commercial Mortgage Securities Corp. and its officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


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



 


		2.	To the best of my knowledge, based on such review,
the Certifying Servicer has fulfilled all of its obligations under the Pooling and Servicing Agreement in all material respects
during the Reporting Period. [To my knowledge, the Certifying Servicer has failed to fulfill the following obligations under the
Pooling and Servicing Agreement: [SPECIFY EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 


	Date:	 	



 


[KeyBank National Association, as Master Servicer]

[CWCapital Asset Management LLC, as Special Servicer]

[Wells Fargo Bank, National Association, as Certificate Administrator]

[Wells Fargo Bank, National Association, as Trustee]


 





	By:	 	 
	 	Name:	 
	 	Title:	 



 




     Exhibit HH-1


     


    


 


EXHIBIT II


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[Name of Reporting Servicer]
(the “Reporting Servicer”) is responsible for assessing compliance with the servicing criteria applicable to
it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting
Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this report
include asset-backed securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer, trustee,
certificate administrator, operating advisor] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


 


The Reporting Servicer has engaged certain vendors,
which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”) to perform specific, limited
or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance with the servicing criteria
or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule A;


 


Except as set forth in paragraph 4 below, the Reporting
Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable
servicing criteria;


 


The criteria listed in the column titled “Inapplicable
Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities it performs,
directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in all material
respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform
taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified and is
not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December 31, 20[__]
and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified any material
deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as of
December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule
B hereto]; and


 


[____], a registered public accounting firm, has
issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing criteria
for the Reporting Period.


 


1 Describe any permissible exclusions,
including those permitted under telephone interpretation 17.04 (i.e. transactions registered prior to compliance with Regulation
AB, transactions


 






     Exhibit II-1


     


    

 


involving an offer and sale of asset-backed securities that were not required to be issued), if applicable.


 


[Date of Certification]





	 	 	 
	 	[Name
of Reporting Servicer]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




     Exhibit II-2


     


    


 


EXHIBIT JJ


 


CREFC®
PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council” and sent
to: 


Commercial Real Estate Finance Council, Inc. 


900 7th Street, NW, Suite 820


Washington, DC 20001


Attn: President


 


or by wire transfer to:


 


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


Bank Name: Chase


Bank Address: 80 Broadway, New York, NY 10005


Routing Number: 021000021


Account Number: 213597397


 




     Exhibit JJ-1


     


    


 


EXHIBIT KK


 


Form
of Notice of ADDITIONAL 


INDEBTEDNESS
NOTIFICATION


 


VIA E-MAIL:


To: Wells Fargo Bank, National Association, as Certificate Administrator;
cts.cmbs.bond.admin@wellsfargo.com and trustadministrationgroup@wellsfargo.com 


 


Ref: CSAIL 2017-CX10, 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 2017-CX10


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section 11.04 of the Pooling
and Servicing Agreement, dated as of November 1, 2017 (the “Pooling and Servicing Agreement”), by and among
Credit Suisse Commercial Mortgage Securities Corp., as Depositor (the “Depositor”), KeyBank National Association,
as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as 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]


 


KeyBank National Association


11501 Outlook Street, Suite 300


Overland Park, Kansas 66211


Attention: Michael Tilden


Email: keybank_notices@keybank.com


 


Wells Fargo Bank, National Association

       as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Corporate Trust Services
(CMBS) - CSAIL 2017-CX10


 


CWCapital Asset Management LLC

7501 Wisconsin Avenue

Bethesda, Maryland 20814

Attention: Brian Hanson (CSAIL 2017-CX10)

Facsimile number: (202) 715-9699

Email: CWCAMnoticesCSAIL2017-CX10@cwcapital.com


 


with a copy to:



CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Legal Department


 


Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CSAIL 2017-CX10-Surveillance Manager (with a copy sent 

contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 






     Exhibit NN-1


     


    


 


CSAIL 2017-CX10
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CX10 (the “Certificates”) issued
pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of November 1, 2017,
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as
Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor 


 


This letter is delivered to you, pursuant to Section
3.23(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”)
to us (the “Transferee”) of $__________________ original principal balance in the Class [__] Certificates, representing
[_____]% of the Class [__] Certificates. The Certificates were issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:





 





	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	Contact Info: [Tel/Email]



 


		2.	[IF APPLICABLE] We hereby certify, represent and warrant
to you, as Certificate Administrator, that we are purchasing a majority interest in the Class [__] Certificates, and that
we are not affiliated with the Transferor. To the extent that any Control Event or Consultation Termination Event has occurred
due to a waiver of a prior Class [__] Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby
request that you reinstate such rights and post a “special notice” on your website to the following effect:



 



“A Consultation Termination Event
or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority interest of the Controlling
Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All capitalized terms used but
not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 






     Exhibit NN-2


     


    

 





	 	 	 
	 	Very truly yours,
	 	 	 
	 	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




     Exhibit NN-3


     


    



 


EXHIBIT OO


 


FORM OF ASSET REVIEW REPORT BY THE 

ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients]


 


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


 


Ladies and Gentlemen:


 


In accordance with Section
12.01 of the Pooling and Servicing Agreement, dated as of November 1, 2017 (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]	23	Compliance	[Insert Test Description]	[Insert Test findings]
	33	Single-Purpose Entity	 	 



 



     Exhibit OO-2


     


    


 



 


EXHIBIT
PP


 


FORM
OF ASSET REVIEW REPORT SUMMARY 

BY THE ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients] 


 





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


 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of November 1, 2017 (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]	23	Compliance
	33	Single-Purpose Entity


 






    Exhibit PP-2


     


    

 


EXHIBIT
QQ


 


ASSET
REVIEW PROCEDURES


 


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


 


Call
for Review and Collection and Inventory of Review Materials 


 


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


 


		■	Notice
                                         of Asset Review Trigger (with attachments)



 


		■	Asset
                                         Review Vote Election



 


		■	Notice
                                         of Affirmative Asset Review Vote



 


		■	List
                                         of all Delinquent Loans subject to the Asset Review



 


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



 


		■	Any
                                         Unsolicited Information (if applicable)



 


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


 


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


 






    Exhibit QQ-1


     


    

 


Analysis
and Testing of Representations and Warranties


 


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


 


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



 


		■	For
                                         each representation and warranty, ARR lists



 


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



 


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



 


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



 


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



 


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


 






    Exhibit QQ-2


     


    

 


EXHIBIT
RR


 


CERTIFICATION TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – CSAIL
2017-CX10 


Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	CSAIL
                                         2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX10



  


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of November 1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial
Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, as
Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender
Services LLC, as 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]


 


	[KeyBank
National Association

11501 Outlook Street, Suite 300 

        Overland
Park, Kansas 66211 

        Attention:
Michael Tilden 

        Email:
keybank_notices@keybank.com]
	 	Park
    Bridge Lender Services LLC

    600 Third Avenue, 40th Floor 

    New York, New York 10016

    Attention: CSAIL 2017-CX10-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
	 	 	 
	[CWCapital
                                         Asset Management LLC

                                         7501 Wisconsin Avenue

                                         Bethesda, Maryland 20814

                                         Attention: Brian Hanson (CSAIL 2017-CX10)

                                         Facsimile number: (202) 715-9699

                                         Email: CWCAMnoticesCSAIL2017-CX10@cwcapital.com

         

        with
a copy to:



CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Legal Department]
	 	 
	 	 	 


		Attention:	CSAIL
                                         2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX10



 


In
accordance with Section 12.01(a) of the Pooling and Servicing Agreement, dated as of November 1, 2017 (the “Pooling and
Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, [KeyBank National
Association], as Master Servicer, [CWCapital Asset Management LLC], as Special Servicer, [Wells Fargo Bank, National Association],
as Certificate Administrator, [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]:


 






    Exhibit SS-1


     


    

 


		1.	_____
                                          An additional Mortgage Loan has become a Delinquent Loan.



 


		2.	_____
                                          A Mortgage Loan has ceased to be a Delinquent Loan.



 


		3.	_____ An
                                         Asset Review Trigger has ceased to exist.





(check
all that apply)


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.





	 	 	 
	 	Wells
Fargo Bank, National Association, as Certificate Administrator for the Holders of the CSAIL 2017-CX10 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2017-CX10
	 	 	 
		By:	 
	 	 	[Name]

[Title]


 






    Exhibit SS-2


     


    

 


EXHIBIT
TT


 


FORM OF NOTICE OF EXCHANGE OF THE EXCHANGEABLE GROUPS OF CERTIFICATES


 


[Date]


 


[Certificateholder
Letterhead]


 


Wells
Fargo Bank, National Association 


9062
Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Corporate Trust Services (CMBS) 


CSAIL
2017-CX10 Commercial Mortgage Trust


 


		Re:	CSAIL
                                         2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX10



 


Ladies
and Gentlemen:


 


Pursuant
to the terms of the Pooling and Servicing Agreement, dated as of November 1, 2017 (the “Pooling and Servicing Agreement”),
entered into and executed in connection with the above referenced transaction, we hereby (i) certify that as of the date above,
the undersigned is the beneficial owner of the Exchangeable Group of Certificates described on the attached Schedule I, is duly
authorized to deliver this notice to the Certificate Administrator and that such power has not been granted or assigned to any
other Person and the Certificate Administrator may conclusively rely upon this notice and (ii) give notice of our intent to present
and surrender the Exchangeable Group of Certificates specified on Schedule I attached hereto and all of our right, title and interest
in and to such Certificates, including all payments of interest thereon received after [____] [__], 20[__], in exchange for the
corresponding Certificates specified on Schedule I attached hereto. We propose an Exchange Date of [______].


 


We
agree that upon such exchange, our interests in the portions of the Certificates surrendered in exchange shall be reduced and
our interest in the portion of the Certificate received in such exchange shall be increased. 


 


[[If
Applicable] Our Depository participant number is [________].] 


 


Capitalized
terms used in this notice but not defined herein have the meanings assigned to them in the Pooling and Servicing Agreement.


 






    Exhibit TT -1


     


    

 





Sincerely,


 


[_____________] 





	 	 	 
	By:	 	 
		Name:	 
	 	Title:	 


 


[Medallion
Stamp Guarantee]


 






    Exhibit TT -2


     


    

 


Schedule
I to Exhibit TT


 





	
        Certificates to be
        Surrendered

        
	 	
        Certificates to be


        Received 

        

	
        CUSIP

        
	 	
        Outstanding

 Certificate
        Balance

        
	 	
        Initial Certificate


        Balance

        
	 	
        CUSIP

        



 






    Exhibit TT -3


     


    

 


EXHIBIT
UU


 


FORM
OF CERTIFICATE ADMINISTRATOR RECEIPT OF THE HRR CERTIFICATES


 


November
30, 2017


 


	Credit
    Suisse Commercial Mortgage Securities Corp.

    11 Madison Avenue

    New York, New York 10010

    Attention: Chuck Lee		Natixis
Real Estate Capital LLC

                           1251
Avenue of the Americas

        New
York, New York 10020 

        Attention:
Real Estate Administration

Email: USCIBSAFAssetManagementTeam@us.natixis.com

	 	 	 
	Eightfold
    Real Estate Capital, L.P.

    1111 Lincoln Road, Suite 802

    Miami Beach, Florida 33139

    Attention: Brian Tageson

    Email: btageson@eightfold.com	 	 
	 	 	 


		Re:	CSAIL
                                         Commercial Mortgage Securities Trust 2017-CX10, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-CX10



 


In
accordance with Section 5.01(c) of the Pooling and Servicing Agreement, dated as of November 1, 2017 (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 a portion of the Class F and Class NR Certificates, as defined in the Agreement, for the benefit of
Eightfold Real Estate Capital Series Trust (for the Fund V Series), the initial Third Party Purchaser. A copy of
such Certificates is attached as Exhibit A-1.


 


Capitalized
terms used but not defined herein shall the respective meanings set forth in the Agreement.


 






    Exhibit UU-1


     


    

 





		 	 
	 	WELLS FARGO BANK, NATIONAL
               ASSOCIATION,
	 	not in its individual capacity but solely
               as Certificate Administrator
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit UU-2


     


    

 


EXHIBIT
VV


 


FORM OF PAYMENT INSTRUCTIONS FOR THE HRR CERTIFICATES


 


[Date]


 


[Certificateholder
Letterhead]


 


	Credit
    Suisse Commercial Mortgage Securities Corp.

    11 Madison Avenue

    New York, New York 10010

    Attention: Chuck Lee	 	Natixis
Real Estate Capital LLC 

        1251
Avenue of the Americas 

        New
York, New York 10020 

        Attention:
Real Estate Administration

Email: USCIBSAFAssetManagementTeam@us.natixis.com

	 	 	 
	Wells
Fargo Bank, National Association 

        9062
Old Annapolis Road 

        Columbia,
Maryland 21045 

        Attention:
Corporate Trust Services (CMBS) 

        CSAIL
2017-CX10 Commercial Mortgage Trust
	 	 
	 	 	 


		Re:	CSAIL
                                         Commercial Mortgage Securities Trust 2017-CX10, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-CX10



 


Ladies
and Gentlemen:


 


In
accordance with Section 5.01(c) of the Pooling and Servicing Agreement, dated as of November 1, 2017 (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:




	 	 
	 	 
	 	 


 






    Exhibit VV-1


     


    

 


Capitalized
terms used but not defined herein shall the respective meanings set forth in the Agreement. 





	 	 	 
	 	[CERTIFICATEHOLDER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit VV-2


     


    

 


EXHIBIT
WW


 


FORM
OF NOTICE OF PURCHASE OF A [Y&L TOWERS][STANDARD HIGHLINE] CONTROLLING CLASS CERTIFICATE


 


[Date]


 


Wells
Fargo Bank, National Association 


Commercial
Mortgage Servicing 


Three
Wells Fargo 


401
S. Tryon Street, 8th Floor 


MAC
D1050-084 


Charlotte,
NC 28202 


Attention:
CSAIL 2017-CX10 Asset Manager

Email: commercial.servicing@wellsfargo.com 


 


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 2017-CX10 


 


CWCapital
Asset Management LLC

7501 Wisconsin Avenue

Bethesda, Maryland 20814

Attention: Brian Hanson (CSAIL 2017-CX10)

Facsimile number: (202) 715-9699

Email: CWCAMnoticesCSAIL2017-CX10@cwcapital.com 


 


Park
Bridge Lender Services LLC 


600
Third Avenue, 40th Floor 


New
York, New York 10016 


Attention:
CSAIL 2017-CX10-Surveillance Manager 


Email:
cmbs.notices@parkbridgefinancial.com


 






    Exhibit WW-1


     


    

 


CSAIL
2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CX10 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of November
1, 2017, by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master
Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. 


 


This
letter is delivered to you, pursuant to Section 3.32(c) of the Pooling and Servicing Agreement in connection with the transfer
by ____________ (the “Transferor”) to us (the “Transferee”) of $__________________ original
principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates. The Certificates were
issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our
                                         name and address is as follows:











	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 





 


Contact
Info: [Tel/Email]


 


		2.	[IF
                                         APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
                                         that we are purchasing a majority interest in the Class [__] Certificates, and that we
                                         are not affiliated with the Transferor. To the extent that any Control Event or Consultation
                                         Termination Event has occurred due to a waiver of a prior Class [__] Certificateholder
                                         of its rights under the Pooling and Servicing Agreement, we hereby request that you reinstate
                                         such rights and post a “special notice” on your website to the following
                                         effect:



 


“A
Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer
of a majority interest of the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All
capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement.


 






    Exhibit WW-2


     


    

 





		 	 
	 	Very truly yours,
	 	 
	 	(Transferee)
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit WW-3


     


    

 


SCHEDULE
1


 


Mortgage
Loans with Additional Debt


 


		1.	Park
                                         Center Phase I





		2.	GNL
                                         Portfolio





		3.	Yorkshire
                                         & Lexington Towers





		4.	One
                                         California Plaza





		5.	Lehigh
                                         Valley Mall





		6.	The
                                         Standard Highline NYC





		7.	Centre
                                         425 Bellevue





		8.	600
                                         Vine





		9.	300
                                         Montgomery





		10.	Garden
                                         Multifamily Portfolio





		11.	333
                                         North Bedford





		12.	Miracle
                                         Mile





		13.	Totowa
                                         Commerce Center





		14.	The
                                         Boulders Resort & Spa



 






    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.	One California 



 





		2.	Centre 425 Bellevue 



 




		3.	379 West Broadway


 





		4.	600 Vine


 





		5.	300 Montgomery 





 





		6.	Garden Multifamily Portfolio





 








		7.	333 North Bedford





 





		8.	Miracle Mile


 





		9.	Totowa Commerce
                                                                                                                                               Center 


 





		10.	Rockside Office
                                                                                                                                               Portfolio 


 





		11.	237 East Fordham
                                                                                                                                               Street


 





		12.	Mt. Washington Mill


 





		13.	Goldstar Portfolio


 





		14.	Meadows at June
                                                                                                                                               Road


 





		15.	Lakefront I & II





 





		16.	Spurlock Apartments


 





		17.	SeaMist RV Park


 





		18.	Southern Woods


 





		19.	332 East 6th Street


 





		20.	Springtree
                                                                                                                                               Apartments


 





		21.	1442 Pennsylvania Avenue Southeast 


 





		22.	Outback Steakhouse
                                                                                                                                               El Paso





 






    Schedule 3-1


     


    

 


SCHEDULE
4


 


Mortgage
Loans With “Performance”, “Earn-Out” or “Holdback” Escrows or Reserves EXCEEDING 10% of the
initial principal balance


 


NONE.


 









    Schedule 4-1