Exhibit 4.6


 


EXECUTION VERSION


 


CREDIT SUISSE COMMERCIAL MORTGAGE SECURITIES
CORP.,

as Depositor


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Master Servicer


 


MIDLAND
LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,

as Special Servicer


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee


 


and


 


PARK BRIDGE LENDER SERVICES LLC,

as Operating Advisor and as Asset Representations Reviewer


 


POOLING AND SERVICING AGREEMENT


 


Dated as of


 


June 1, 2017


 


CSAIL 2017-C8 Commercial Mortgage Trust,

Commercial Mortgage Pass-Through Certificates


 


Series 2017-C8


 




     


     

    

 








	 	TABLE OF CONTENTS
	 	 	 	 
	 	 	 	Page
	 	 	 	 
	ARTICLE I
	 	 	 	 
	DEFINITIONS
	 	 	 	 
	Section 1.01	Defined Terms	 	9
	Section 1.02	Certain Calculations	 	160
	Section 1.03	Certain Constructions	 	161
	 	 	 	 
	 ARTICLE II
		 	 	 
	CONVEYANCE OF MORTGAGE LOANS AND 85 BROAD STREET TRUST 
 SUBORDINATE COMPANION LOAN;
 ORIGINAL ISSUANCE OF CERTIFICATES
	 	 	 	 
	Section 2.01	Conveyance
    of Mortgage Loans and the 85 Broad Street Trust Subordinate Companion Loan	 	162
	Section 2.02	Acceptance
    by Trustee	 	169
	Section 2.03	Representations,
    Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans and the
    85 Broad Street Trust Subordinate Companion Loan for Defects in Mortgage Files and Breaches of Representations and Warranties	 	174
	Section 2.04	Execution
    of Certificates; Issuance of Lower-Tier Regular Interests; Issuance of 85 Broad Street Trust Subordinate Companion Loan REMIC
    Regular Interests	 	191
	Section 2.05	Creation
    of the Grantor Trust	 	192
	 	 	 	 
	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	 	192
	Section 3.02	Collection
    of Mortgage Loan Payments	 	200
	Section 3.03	Collection
    of Taxes, Assessments and Similar Items; Servicing Accounts	 	205
	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 85 Broad Street Trust Subordinate Companion Loan REMIC Distribution Account	 	210
	Section 3.05	Permitted
    Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	 	218
	Section 3.06	Investment
    of Funds in the Collection Account and the REO Account	 	231
	Section 3.07	Maintenance
    of Insurance Policies; Errors and Omissions and Fidelity Coverage	 	232
	Section 3.08	Enforcement
    of Due-on-Sale Clauses; Assumption Agreements	 	238
	Section 3.09	Realization
    Upon Defaulted Loans and Companion Loans	 	243
	Section 3.10	Trustee
    and Custodian to Cooperate; Release of Mortgage Files	 	247
	Section 3.11	Servicing
    Compensation	 	248
	Section 3.12	Inspections;
    Collection of Financial Statements	 	255
	Section 3.13	Access
    to Certain Information	 	261
	Section 3.14	Title
    to REO Property; REO Account	 	274
	Section 3.15	Management
    of REO Property	 	276
	Section 3.16	Sale
    of Defaulted Loans and REO Properties	 	279
	Section 3.17	Additional
    Obligations of Master Servicer and Special Servicer	 	286
	Section 3.18	Modifications,
    Waivers, Amendments and Consents	 	288
	Section 3.19	Transfer
    of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	 	297
	Section 3.20	Sub-Servicing
    Agreements	 	304
	Section 3.21	Interest
    Reserve Account	 	308
	Section 3.22	Directing
    Holder and Operating Advisor Contact with the Master Servicer and the Special Servicer	 	308
	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	 	308
	Section 3.24	Intercreditor
    Agreements	 	314
	Section 3.25	Rating
    Agency Confirmation	 	317
	Section 3.26	The
    Operating Advisor	 	319
	Section 3.27	Companion
    Paying Agent	 	326
	Section 3.28	Companion
    Register	 	327
	Section 3.29	Certain
    Matters Relating to the Non-Serviced Mortgage Loans	 	327
	Section 3.30	Delivery
    of Excluded Information to the Certificate Administrator	 	329
	Section 3.31	85
    Broad Street Trust Subordinate Companion Loan	 	330
	Section 3.32	The
    85 Broad Street Directing Holder	 	332
	Section 3.33	Horizontal
    Credit Risk Retention	 	333
	Section 3.34	Resignation
    Upon Prohibited Risk Retention Affiliation	 	333
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 	 	 	 
	Section 4.01	Distributions	 	334
	Section 4.02	Distribution
    Date Statement; CREFC® Investor Reporting Packages; Grant of Power of Attorney	 	361


 


    -ii- 


     

    
 

	Section 4.03	P&I
    Advances	 	367
	Section 4.04	Allocation
    of Realized Losses	 	371
	Section 4.05	Appraisal
    Reduction Amounts; Collateral Deficiency Amounts	 	374
	Section 4.06	Grantor
    Trust Reporting	 	381
	Section 4.07	Investor
    Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	 	382
	Section 4.08	Secure
    Data Room	 	385
	 	 	 	 
	ARTICLE V
	 	 	 	 
	THE CERTIFICATES
	 
	Section 5.01	The
    Certificates	 	387
	Section 5.02	Form
    and Registration	 	389
	Section 5.03	Registration
    of Transfer and Exchange of Certificates	 	392
	Section 5.04	Mutilated,
    Destroyed, Lost or Stolen Certificates	 	402
	Section 5.05	Persons
    Deemed Owners	 	402
	Section 5.06	Access
    to List of Certificateholders’ Names and Addresses; Special Notices	 	402
	Section 5.07	Maintenance
    of Office or Agency	 	403
	Section 5.08	Appointment
    of Certificate Administrator	 	403
	Section 5.09	Exchanges
    of Exchangeable Groups of Certificates	 	404
	Section 5.10	Voting
    Procedures	 	408
	 	 	 	 
	 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	 	409
	Section 6.02	Liability
    of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	 	415
	Section 6.03	Merger,
    Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset
    Representations Reviewer	 	415
	Section 6.04	Limitation
    on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
    Reviewer and Others	 	417
	Section 6.05	Depositor,
    Master Servicer and Special Servicer Not to Resign	 	422
	Section 6.06	Rights
    of the Depositor in Respect of the Master Servicer and the Special Servicer	 	423
	Section 6.07	The
    Master Servicer and the Special Servicer as Certificate Owner	 	423
	Section 6.08	The
    Directing Holder and the Risk Retention Consultation Party	 	423


 


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	Section 6.09	Knowledge of Wells Fargo
    Bank, National Association	 	432
	 	 	 	 
	 ARTICLE VII
	 	 	 	 
	SERVICER TERMINATION EVENTS
	 	 	 	 
	Section 7.01	Servicer
    Termination Events; Master Servicer and Special Servicer Termination	 	432
	Section 7.02	Trustee
    to Act; Appointment of Successor	 	442
	Section 7.03	Notification
    to Certificateholders	 	444
	Section 7.04	Waiver
    of Servicer Termination Events	 	444
	Section 7.05	Trustee
    as Maker of Advances	 	444
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 	 	 	 
	Section 8.01	Duties
    of the Trustee and the Certificate Administrator	 	445
	Section 8.02	Certain
    Matters Affecting the Trustee and the Certificate Administrator	 	446
	Section 8.03	Trustee
    and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates, Mortgage Loans or the 85 Broad Street
    Trust Subordinate Companion Loan	 	449
	Section 8.04	Trustee
    or Certificate Administrator May Own Certificates	 	449
	Section 8.05	Fees
    and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	 	449
	Section 8.06	Eligibility
    Requirements for Trustee and Certificate Administrator	 	451
	Section 8.07	Resignation
    and Removal of the Trustee and Certificate Administrator	 	452
	Section 8.08	Successor
    Trustee or Certificate Administrator	 	455
	Section 8.09	Merger
    or Consolidation of Trustee or Certificate Administrator	 	455
	Section 8.10	Appointment
    of Co-Trustee or Separate Trustee	 	456
	Section 8.11	Appointment
    of Custodians	 	457
	Section 8.12	Representations
    and Warranties of the Trustee	 	457
	Section 8.13	Provision
    of Information to Certificate Administrator, Master Servicer and Special Servicer	 	458
	Section 8.14	Representations
    and Warranties of the Certificate Administrator	 	459
	Section 8.15	Compliance
    with the PATRIOT Act	 	460
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	TERMINATION
	 	 	 	 
	Section 9.01	Termination
    upon Repurchase or Liquidation of All Mortgage Loans	 	461
	Section 9.02	Additional
    Termination Requirements	 	465


 


    -iv- 


     

    
 

	ARTICLE X
	 	 	 	 
	ADDITIONAL REMIC PROVISIONS
	 
	Section 10.01	REMIC
    Administration	 	466
	Section 10.02	Use
    of Agents	 	470
	Section 10.03	Depositor,
    Master Servicer and Special Servicer to Cooperate with Certificate Administrator	 	470
	Section 10.04	Appointment
    of REMIC Administrators	 	470
	 	 	 	 
	 ARTICLE XI
	 	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 	 	 
	Section 11.01	Intent
    of the Parties; Reasonableness	 	471
	Section 11.02	Succession;
    Subcontractors	 	472
	Section 11.03	Filing
    Obligations	 	474
	Section 11.04	Form
    10-D and Form ABS-EE Filings	 	475
	Section 11.05	Form
    10-K Filings	 	479
	Section 11.06	Sarbanes-Oxley
    Certification	 	482
	Section 11.07	Form
    8-K Filings	 	484
	Section 11.08	Form
    15 Filing	 	485
	Section 11.09	Annual
    Compliance Statements	 	486
	Section 11.10	Annual
    Reports on Assessment of Compliance with Servicing Criteria	 	487
	Section 11.11	Annual
    Independent Public Accountants’ Attestation Report	 	490
	Section 11.12	Significant
    Obligors	 	491
	Section 11.13	Indemnification	 	493
	Section 11.14	Amendments	 	495
	Section 11.15	Regulation
    AB Notices	 	495
	Section 11.16	Certain
    Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	 	496
	Section 11.17	Impact
    of Cure Period	 	501
	 	 	 	 
	ARTICLE XII
	 	 	 	 
	THE ASSET REPRESENTATIONS REVIEWER
	 	 	 	 
	Section 12.01	Asset
    Review	 	501
	Section 12.02	Payment
    of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	 	507
	Section 12.03	Resignation
    of the Asset Representations Reviewer	 	508
	Section 12.04	Restrictions
    of the Asset Representations Reviewer	 	509
	Section 12.05	Termination
    of the Asset Representations Reviewer	 	509


 


    -v- 


     

    
 

	 ARTICLE XIII
	 	 	 	 
	MISCELLANEOUS PROVISIONS
	 
	Section 13.01	Amendment	 	512
	Section 13.02	Recordation
    of Agreement; Counterparts	 	517
	Section 13.03	Limitation
    on Rights of Certificateholders	 	517
	Section 13.04	Governing
    Law; Submission to Jurisdiction; Waiver of Jury Trial	 	518
	Section 13.05	Notices	 	519
	Section 13.06	Severability
    of Provisions	 	524
	Section 13.07	Grant
    of a Security Interest	 	524
	Section 13.08	Successors
    and Assigns; Third Party Beneficiaries	 	525
	Section 13.09	Article
    and Section Headings	 	526
	Section 13.10	Notices
    to the Rating Agencies	 	526
	Section 13.11	PNC
    Bank, National Association	 	527


 


    -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-SB Certificate
	Exhibit A-6	Form of Class X-A Certificate
	Exhibit A-7	Form of Class X-B Certificate
	Exhibit A-8	Form of Class A-S Certificate
	Exhibit A-9	Form of Class B Certificate
	Exhibit A-10	Form of Class C Certificate
	Exhibit A-11	Form of Class D Certificate
	Exhibit A-12	Form of Class E Certificate
	Exhibit A-13	Form of Class F Certificate
	Exhibit A-14	Form of Class NR Certificate
	Exhibit A-15	Form of Class R Certificate
	Exhibit A-16	Form of Class Z Certificate
	Exhibit A-17	Form of Class V1-A Certificate
	Exhibit A-18	Form of Class V1-B Certificate
	Exhibit A-19	Form of Class V1-D Certificate
	Exhibit A-20	Form of Class V1-E Certificate
	Exhibit A-21	Form of Class V2 Certificate
	Exhibit A-22	Form of Class 85BD-A Certificate
	Exhibit A-23	Form of Class 85BD-B Certificate
	Exhibit A-24	Form of Class 85BD-C Certificate
	Exhibit A-25	Form of Class V1-85A Certificate
	Exhibit A-26	Form of Class V1-85B Certificate
	Exhibit A-27	Form of Class V1-85C Certificate
	Exhibit A-28	Form of Class V2-85 Certificate
	Exhibit B	Mortgage Loan Schedule
	Exhibit C	Form of Investment Representation Letter
	Exhibit D-1	Form of Transferee Affidavit for Transfers of
    the Class R Certificates
	Exhibit D-2	Form of Transferor Letter for Transfers of the
    Class R Certificates
	Exhibit D-3	Form of Transferee Certificate for Transfers
    of [the VRR Interest] [the 85 Broad Street VRR Interest]
	Exhibit D-4	Form of Transferor Certificate for Transfers
    of [the VRR Interest] [the 85 Broad Street 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


 


    -vii- 


     

    
 

	Exhibit F-2	Form of ERISA Representation
    Letter Regarding Class R, Class Z, Class V1-E and Class V2 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
	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



 



    -viii- 


     

    

 


	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 Notice of Purchase of an 85 Broad Street
    Controlling Class Certificate




 



    -ix- 


     

    


 



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




 




    -x- 


     

    

 


This Pooling and Servicing
Agreement is dated and effective as of June 1, 2017, among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.


 


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 a separate
trust subordinate companion loan interest in a related commercial mortgage loan. 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 three separate real estate
mortgage investment conduits (the “Upper-Tier REMIC”, the “Lower-Tier REMIC” and the “85
Broad Street Trust Subordinate Companion Loan REMIC”, and 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 Purchaser and the Loan-Specific Initial Purchasers.


 


85 BROAD STREET TRUST
SUBORDINATE COMPANION LOAN REMIC


 


The 85 Broad Street Trust
Subordinate Companion Loan REMIC will hold the 85 Broad Street Trust Subordinate Companion Loan and the proceeds of such 85 Broad
Street 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 L85BD-A, Class L85BD-B and Class L85BD-C Uncertificated Interests as the “regular
interests” in the 85 Broad Street Trust Subordinate Companion Loan REMIC (the “85 Broad Street Trust Subordinate
Companion Loan REMIC Regular Interests”) and the uncertificated Class 85BD-R Interest, which is the sole class of residual
interests in the 85 Broad Street Trust Subordinate Companion Loan REMIC and is represented by the Class R Certificates. Any 85
Broad Street Trust Subordinate Companion Loan Available Funds remaining in the 85 Broad Street Trust Subordinate Companion Loan


 






     -1-


     

    

 


REMIC Distribution Account after all required distributions under this Agreement have been made to the 85 Broad Street Loan-Specific
Certificates will be deemed distributed to the Class 85BD-R Interest and shall be payable to the Holders of the Class R Certificates.


 


The Holders of the 85
Broad Street Loan-Specific Certificates shall only be entitled to receive distributions in respect of, and shall only incur losses
with respect to, the 85 Broad Street Trust Subordinate Companion Loan, which will not be pooled with the other Mortgage Loans backing
the Certificates other than the 85 Broad Street Loan-Specific Certificates. No Class of Certificates (other than the 85 Broad Street
Loan-Specific Certificates and the Class R Certificates) has an interest in the 85 Broad Street Trust Subordinate Companion Loan.


 


	Class
    Designation	 	Pass-Through
    

    Rate	 	Original
    Lower-Tier
 Principal Amount
	Class
    L85BD-A	 	(1)	 	$	7,000,000	 
	Class
    L85BD-B	 	(1)	 	$	33,000,000	 
	Class
    L85BD-C	 	(1)	 	$	32,000,000	 



 


 






 


(1)       The
pass-through rate for each Class of 85 Broad Street Trust Subordinate Companion Loan REMIC Regular Interests on any Distribution
Date will equal the Net Mortgage Rate on the 85 Broad Street 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-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.


 



     -2-


     

    

 


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)	 	$	17,863,000	 
	Class
    LA-2	 	(1)	 	$	163,585,000	 
	Class
    LA-3	 	(1)	 	$	142,336,000	 
	Class
    LA-4	 	(1)	 	$	213,505,000	 
	Class
    LA-SB	 	(1)	 	$	30,449,000	 
	Class
    LA-S	 	(1)	 	$	84,147,000	 
	Class
    LB	 	(1)	 	$	44,608,000	 
	Class
    LC	 	(1)	 	$	33,457,000	 
	Class
    LD	 	(1)	 	$	32,442,000	 
	Class
    LE	 	(1)	 	$	18,248,000	 
	Class
    LF	 	(1)	 	$	7,097,000	 
	Class
    LNR	 	(1)	 	$	23,318,563	 
	Class
    LR	 	None(2)	 	 	None	 



 


 



 


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



 


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



 


UPPER-TIER REMIC


 


The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests and the 85 Broad Street 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.


 



     -3-


     

    

 


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 or 85 Broad Street
Trust Subordinate Companion Loan REMIC Regular Interest (the “Corresponding Lower-Tier Regular Interests” or
the “Corresponding 85 Broad Street 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 

or Corresponding 85 

Broad Street Trust 

Subordinate 

Companion
                                         Loan 

REMIC Regular 

Interests(1)

	Initial
                                         Lower-Tier 

Principal Amount

	Corresponding
                                         

Certificates


	Class
    A-1 Regular Interest	$
    17,863,000	LA-1	$
    17,863,000	Class
    A-1

    Class V1-A

    Class V2
	Class
    A-2 Regular Interest	$
    163,585,000	LA-2	$
    163,585,000	Class
    A-2

    Class V1-A

    Class V2
	Class
    A-SB Regular Interest	$
    30,449,000	LA-SB	$
    30,449,000	Class
    A-SB

    Class V1-A

    Class V2
	Class
    A-3 Regular Interest	$
    142,336,000	LA-3	$
    142,336,000	Class
    A-3

    Class V1-A

    Class V2
	Class
    A-4 Regular Interest	$
    213,505,000	LA-4	$
    213,505,000	Class
    A-4

    Class V1-A

    Class V2
	Class
    X-A Regular Interest	$
    651,885,000 (2)	N/A	N/A	Class
    X-A

    Class V1-A

    Class V2
	Class
    X-B Regular Interest	$
    78,065,000 (2)	N/A	N/A	Class
    X-B

    Class V1-B

    Class V2
	Class
    A-S Regular Interest	$
    84,147,000	LA-S	$
    84,147,000	Class
    A-S

    Class V1-A

    Class V2
	Class
    B Regular Interest	$
    44,608,000	LB	$
    44,608,000	Class
    B

    Class V1-B

    Class V2
	Class
    C Regular Interest	$
    33,457,000	LC	$
    33,457,000	Class
    C

    Class V1-B

    Class V2
	Class
    D Regular Interest	$
    32,442,000	LD	$
    32,442,000	Class
    D

    Class V1-D

    Class V2
	Class
    E Regular Interest	$
    18,248,000	LE	$
    18,248,000	Class
    E

    Class V1-E

    Class V2
	Class
    F Regular Interest	$
    7,097,000	LF	$
    7,097,000	Class
    F

    Class V1-E

    Class V2
	Class
    NR Regular Interest	$
    23,318,563	LNR	$
    23,318,563	Class
    NR

    Class V1-E

    Class V2
	Class
    85BD-A 	$
    7,000,000	L85BD-A	$
    7,000,000	Class
                                         85BD-A

        


        




 



     -4-


     

    

 


	Corresponding

                                         Regular 

Interests(1)(2)

	Initial
                                         Certificate Balance 

or Notional Amount

	Corresponding
                                         Lower-

Tier Regular Interests 

or Corresponding 85 

Broad Street Trust 

Subordinate 

Companion
                                         Loan 

REMIC Regular 

Interests(1)

	Initial
                                         Lower-Tier 

Principal Amount

	Corresponding
                                         

Certificates


	Regular
    Interest	 	 	 	Class
        V1-85A

        

        Class
        V2-85

	Class
    85BD-B Regular Interest	$
    33,000,000	L85BD-B	$
    33,000,000	Class
                                         85BD-B

        

        Class
        V1-85B

        

        Class
        V2-85

        

	Class
    85BD-C Regular Interest	$
    32,000,000	L85BD-C	$
    32,000,000	Class
                                         85BD-C

        

        Class
        V1-85C

        

        Class
        V2-85

        




 



		(1)	The
                                         Lower-Tier Regular Interest or 85 Broad Street Trust Subordinate Companion Loan REMIC
                                         Regular Interests, as applicable, that corresponds to any particular Class of Regular
                                         Interest also correspond to each other and, accordingly, constitute the (i) Corresponding
                                         Lower-Tier Regular Interest or Corresponding 85 Broad Street Trust Subordinate Companion
                                         Loan REMIC Regular Interest, 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	$    17,863,000	$   17,863,000
	Class A-2	$   163,585,000	$     163,585,000
	Class A-SB	$  30,449,000	$     30,449,000
	Class A-3	$   142,336,000	$     142,336,000
	Class A-4	$   213,505,000	$     213,505,000
	Class X-A	$    651,885,000 (3)	$     651,885,000 (3)
	Class X-B	$    78,065,000 (3)	$     78,065,000 (3)
	Class A-S	$    84,147,000	$     84,147,000
	Class B	$     44,608,000	$   44,608,000
	Class C	$    33,457,000	$    33,457,000
	Class D	$     32,442,000	$    32,442,000
	Class E	$     18,248,000	$   18,248,000
	Class F	$   7,097,000	$  7,097,000
	Class NR	$    23,318,563	$  23,318,563
	Class V1-A	$0	$  651,885,000
	Class V1-B	$0	$  78,065,000
	Class V1-D	$0	$  32,442,000
	Class V1-E	$0	$   48,663,563
	Class V2	$0	$  811,055,563
	Class 85BD-A	$    7,000,000	$    7,000,000
	Class 85BD-B	$   33,000,000	$    33,000,000
	Class 85BD-C	$    32,000,000	$    32,000,000
	Class V1-85A	$0	$     7,000,000



 




     -5-


     

    

 


	
        Class

	
        Initial
        Certificate 

Balance or Notional 

Amount(1)

	
        Initial
        Maximum 

Balance(2)


	Class V1-85B	$0	$    33,000,000
	Class V1-85C	$0	$    32,000,000
	Class V2-85	$0	$     72,000,000


 


		(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, Class V2 or Class V85 Certificates. The Initial Maximum Balance of the Class V1-85A, Class V1-85B, Class V1-85C, Class
V1-A, Class V1-B, Class V1-D, Class V1-E, Class V2 and Class V2-85 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 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 or the 85 Broad Street 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, the Certificate Purchase Agreement and the Loan-Specific Certificate Purchase Agreement, NREC is purchasing from the
Underwriters or the Initial Purchaser, Eightfold Real Estate Capital Fund V, L.P. or an Affiliate (“Eightfold”)
is purchasing from the Initial Purchaser, 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	 	$   753,000	 	$   0
	Class A-2 	 	$   6,896,000	 	$   0
	Class A-3 	 	$   6,000,000	 	$   0
	Class A-4 	 	$   9,005,000	 	$   0
	Class A-SB 	 	$   1,284,000	 	$   0
	Class X-A 	 	$  27,485,000	 	$   0
	Class X-B 	 	$   3,292,000	 	$   0
	Class A-S 	 	$   3,547,000	 	$   0
	Class B 	 	$   1,881,000	 	$   0
	Class C 	 	$   1,411,000	 	$   0
	Class D 	 	$   1,368,000	 	$   0
	Class E 	 	$   770,000	 	$   0



 



     -6-


     

    

 


	
        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 F 	 	$   300,000	 	$   6,797,000
	Class NR 	 	$   982,563	 	$   22,336,000
	Class Z 	 	4.22%	 	95.78%
	Class 85BD-A 	 	$   350,000	 	$   0
	Class 85BD-B 	 	$   1,650,000	 	$   0
	Class 85BD-C 	 	$   1,600,000	 	$   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 4.22% 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 “85 Broad Street VRR Interest”.



 


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 $811,055,563. The principal balance of the 85 Broad Street Trust Subordinate
Companion Loan as of the Cut-off Date was approximately $72,000,000.


 


The 85 Broad Street Pari
Passu Companion Loan, the 85 Broad Street Trust Subordinate Companion Loan, the 85 Broad Street Non-Trust Subordinate Companion
Loans, the 245 Park Avenue Companion Loans, the 245 Park Avenue Subordinate Companion Loans, the Apple Sunnyvale Companion Loan,
the Apple Sunnyvale Subordinate Companion Loan, the Urban Union Amazon Companion Loan, the Urban Union Amazon Subordinate Companion
Loan, the Broadway Portfolio Companion Loan, the St. Luke’s Office Companion Loan, the Columbus Office Portfolio I Companion
Loan, the Acropolis Garden Companion Loan, the Alexandria Corporate Park Companion Loan, the Garden Multifamily Portfolio Companion
Loan and Marble Hall Gardens Companion Loan (each a “Companion Loan” and collectively, the “Companion
Loans”) are not part of the Trust Fund (except for the 85 Broad Street Trust Subordinate Companion Loan), but are each
secured by the applicable Mortgage that secures the related Mortgage Loan that is part of the Trust Fund. As and to the extent
provided herein, any Companion Loan (other than any Non-Serviced Companion Loan) will be serviced and administered in accordance
with this Agreement. Amounts attributable to any Companion Loan (except for the 85 Broad Street 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 Loan Holders.


 


The 85 Broad Street Whole
Loan consists of the 85 Broad Street Mortgage Loan, the 85 Broad Street Pari Passu Companion Loan, the 85 Broad Street Trust Subordinate
Companion Loan, the 85 Broad Street Non-Trust Senior Subordinate Companion Loan and the 85 Broad Street Non-Trust Junior Subordinate
Companion Loan. The 85 Broad Street Mortgage


 



     -7-


     

    

 


Loan and the 85 Broad Street Pari Passu Companion Loan are pari passu with
each other. The 85 Broad Street Trust Subordinate Companion Loan is subordinate to the 85 Broad Street Mortgage Loan and the 85
Broad Street Pari Passu Companion Loan and will be evidenced by the 85 Broad Street Loan-Specific Certificates. The 85 Broad Street
Non-Trust Subordinate Companion Loans are subordinate to the 85 Broad Street Mortgage Loan, the 85 Broad Street Pari Passu Companion
Loan and the 85 Broad Street Trust Subordinate Companion Loan. The 85 Broad Street Mortgage Loan and the 85 Broad Street Trust
Subordinate Companion Loan are part of the Trust Fund. The 85 Broad Street Pari Passu Companion Loan and the 85 Broad Street Non-Trust
Subordinate Companion Loans are not part of the Trust Fund. The 85 Broad Street Whole Loan will be serviced and administered in
accordance with this Agreement and the 85 Broad Street Co-Lender Agreement.


 


The 245 Park Avenue Whole
Loan consists of the 245 Park Avenue Mortgage Loan, the 245 Park Avenue Companion Loans and the 245 Park Avenue Subordinate Companion
Loans. The 245 Park Avenue Mortgage Loan and the 245 Park Avenue Companion Loans are pari passu with each other. The 245
Park Avenue Subordinate Companion Loans are subordinate to the 245 Park Avenue Mortgage Loan and the 245 Park Avenue Companion
Loans. The 245 Park Avenue Mortgage Loan is part of the Trust Fund. The 245 Park Avenue Companion Loans and the 245 Park Avenue
Subordinate Companion Loans are not part of the Trust Fund. The 245 Park Avenue Mortgage Loan, the 245 Park Avenue Companion Loans
and the 245 Park Avenue Subordinate Companion Loans will be serviced and administered in accordance with the 245 Park Avenue Trust
2017-245P Trust and Servicing Agreement and the 245 Park Avenue Co-Lender Agreement.


 


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


 


The Urban Union Amazon
Whole Loan consists of the Urban Union Amazon Mortgage Loan, the Urban Union Amazon Companion Loan and the Urban Union Amazon Subordinate
Companion Loan. The Urban Union Amazon Mortgage Loan and the Urban Union Amazon Companion Loan are pari passu with each
other. The Urban Union Amazon Subordinate Companion Loan is subordinate to the Urban Union Amazon Mortgage Loan and the Urban Union
Amazon Companion Loan. The Urban Union Amazon Mortgage Loan is part of the Trust Fund. The Urban Union Amazon Companion Loan and
the Urban Union Amazon Subordinate Companion Loan are not part of the Trust Fund. The Urban Union Amazon Mortgage Loan, the Urban
Union Amazon Companion Loan and the Urban Union Amazon Subordinate Companion Loan will be serviced and administered in accordance
with this Agreement and the Urban Union Amazon Co-Lender Agreement.


 



     -8-


     

    

 


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


 


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


 


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


 


The Acropolis Garden
Whole Loan consists of the Acropolis Garden Mortgage Loan and the Acropolis Garden Companion Loan. The Acropolis Garden Mortgage
Loan and the Acropolis Garden Companion Loan are pari passu with each other. The Acropolis Garden Mortgage Loan is part
of the Trust Fund. The Acropolis Garden Companion Loan is not part of the Trust Fund. The Acropolis Garden Mortgage Loan and the
Acropolis Garden Companion Loan will be serviced and administered (a) from and after the Closing Date and prior to the related
Servicing Shift Securitization Date, in accordance with (i) this Agreement and (ii) the Acropolis Garden Co-Lender Agreement
and (b) from and after the related Servicing Shift Securitization Date, in accordance with (i) the Non-Serviced PSA related
to the Non-Serviced Trust involving the Acropolis Garden Companion Loan identified as note A-1 and (ii) the Acropolis
Garden Co-Lender Agreement.


 


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


 



     -9-


     

    

 


The Garden Multifamily
Portfolio Whole Loan consists of the Garden Multifamily Portfolio Mortgage Loan and the Garden Multifamily Portfolio Companion
Loan. The Garden Multifamily Portfolio Mortgage Loan and the Garden Multifamily Portfolio Companion Loan are pari passu
with each other. The Garden Multifamily Portfolio Mortgage Loan is part of the Trust Fund. The Garden Multifamily Portfolio Companion
Loan is not part of the Trust Fund. The Garden Multifamily Portfolio Mortgage Loan and the Garden Multifamily Portfolio Companion
Loan will be serviced and administered (a) from and after the Closing Date and prior to the related Servicing Shift Securitization
Date, in accordance with (i) this Agreement and (ii) the Garden Multifamily Portfolio Co-Lender Agreement and (b) from
and after the related Servicing Shift Securitization Date, in accordance with (i) the Non-Serviced PSA related to the Non-Serviced
Trust involving the Alexandria Corporate Park identified as note A-2 and (ii) the Garden Multifamily Portfolio Co-Lender
Agreement.


 


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


 


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


 


Article I



DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


“245 Park Avenue
Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of May 30, 2017, by and between the holders of the 245
Park Avenue Companion Loans, the holders of the 245 Park Avenue Subordinate Companion Loans and the holder of the 245 Park Avenue
Mortgage Loan, relating to the relative rights of such holders of the 245 Park Avenue Whole Loan, as the same may be amended in
accordance with the terms thereof.


 



     -10-


     

    

 


“245 Park Avenue
Companion Loans”: With respect to the 245 Park Avenue Whole Loan, the Companion Loans evidenced by the related promissory
notes A-1-A, A-1-B, A-1-C, A-1-D, A-1-E, A-2-A-1, A-2-A-2, A-2-A-3, A-2-A-4, A-2-B-2, A-2-B-3, A-2-C-1-A, A-2-C-1-B, A-2-C-2, A-2-D-1,
A-2-D-2, A-2-D-3, A-2-E-1 and A-2-E-2 made by the related Mortgagor and secured by the Mortgage on the 245 Park Avenue Mortgaged
Property, which are not included in the Trust and which are pari passu in right of payment with the 245 Park Avenue Mortgage
Loan and senior in right of payment to the 245 Park Avenue Subordinate Companion Loans to the extent set forth in the 245 Park
Avenue Co-Lender Agreement.


 


“245 Park Avenue
Mortgage Loan”: With respect to the 245 Park Avenue Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 2 on the Mortgage Loan Schedule), which is designated as promissory note A-2-B-1, and is pari passu
in right of payment with the 245 Park Avenue Companion Loans and senior in right of payment to the 245 Park Avenue Subordinate
Companion Loans to the extent set forth in the 245 Park Avenue Co-Lender Agreement.


 


“245 Park Avenue
Mortgaged Property”: The Mortgaged Property that secures the 245 Park Avenue Whole Loan.


 


“245 Park Avenue
Subordinate Companion Loans”: With respect to the 245 Park Avenue Whole Loan, the Companion Loans evidenced by the related
promissory notes B-1, B-2, B-3, B-4 and B-5 made by the related Mortgagor and secured by the Mortgage on the 245 Park Avenue Mortgaged
Property, which are not included in the Trust and which are subordinate in right of payment to the 245 Park Avenue Mortgage Loan
and the 245 Park Avenue Companion Loans to the extent set forth in the 245 Park Avenue Co-Lender Agreement.


 


“245 Park Avenue
Trust 2017-245P Trust and Servicing Agreement”: The trust and servicing agreement, dated as of May 30, 2017, among J.P.
Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as servicer, AEGON USA
Realty Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust,
National Association, as trustee, and Trimont Real Estate Advisors, LLC, as operating advisor, entered into in connection with
the issuance of the Commercial Mortgage Pass-Through Certificates, Series 2017-245P.


 


“245 Park Avenue
Whole Loan”: The 245 Park Avenue Mortgage Loan, together with the 245 Park Avenue Companion Loans and the 245 Park Avenue
Subordinate Companion Loans, each of which is secured by the same Mortgage on the 245 Park Avenue Mortgaged Property. References
herein to the 245 Park Avenue Whole Loan shall be construed to refer to the aggregate indebtedness under the 245 Park Avenue Mortgage
Loan, the 245 Park Avenue Companion Loans and the 245 Park Avenue Subordinate Companion Loans.


 


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


 


“85 Broad Street
Assumed Scheduled Payment”: For any Collection Period and with respect to the 85 Broad Street Trust Subordinate Companion
Loan if it is delinquent in respect of its Balloon Payment, 


 






     -11-


     

    

 


an amount equal to the sum of (a) the principal portion of the Periodic
Payment that would have been due on the 85 Broad Street 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 85 Broad Street 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 85 Broad
Street 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 85 Broad Street Trust
Subordinate Companion Loan at the applicable Mortgage Rate (net of interest at the Servicing Fee Rate).


 


“85 Broad Street
Trust Subordinate Companion Loan Available Funds”: With respect to any Distribution Date, in respect of the 85 Broad
Street 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 85 Broad Street Trust Subordinate Companion Loan (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 85 Broad Street 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 85 Broad Street 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 85 Broad Street 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 85 Broad Street 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 85 Broad Street 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 

 



     -12-


     

    

 



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 85 Broad Street 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 85 Broad Street 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 85 Broad Street Trust Subordinate
Companion Loan;


 


(v)             all Yield Maintenance Charges allocable to the 85 Broad Street Trust Subordinate Companion Loan;


 


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


 


(vii)           any Penalty Charges allocable to the 85 Broad Street 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 85 Broad Street 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 85 Broad Street 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 85 Broad Street 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 85 Broad Street 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 85 Broad Street 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 85 Broad Street Trust Subordinate
Companion Loan to be remitted to the Lower-Tier REMIC Distribution Account in respect of the 85 Broad Street Trust Subordinate
Companion Loan.


 


Notwithstanding the investment
of funds held in the Collection Account pursuant to Section 3.06, for purposes of calculating the 85 Broad Street Trust
Subordinate Companion


 






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Loan Available Funds, the amounts so invested shall be deemed to remain on deposit in such account.


 


“85
Broad Street Base Interest Fraction”: With respect to any Principal Prepayment on the 85 Broad Street Trust
Subordinate Companion Loan and with respect to  each of the Class 85BD-A, Class 85BD-B and Class 85BD-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 85 Broad Street 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 85 Broad Street 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 85 Broad Street 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 85 Broad Street Trust Subordinate Companion Loan and the Pass-Through Rate on such Class of Certificates, then the 85
Broad Street Base Interest Fraction will equal zero; provided that if such discount rate is greater than or equal to
the Mortgage Rate on the 85 Broad Street Trust Subordinate Companion Loan and is less than the Pass-Through Rate on such
Class of Certificates, then the 85 Broad Street 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 85 Broad Street
Base Interest Fraction.


 


“85 Broad Street
Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of June 13, 2017, by and between the holder of the 85
Broad Street Pari Passu Companion Loan, the holders of the 85 Broad Street Non-Trust Subordinate Companion Loans, the holder of
the 85 Broad Street Trust Subordinate Companion Loan, and the holders of the 85 Broad Street Mortgage Loan, relating to the relative
rights of such holders of the 85 Broad Street Whole Loan, as the same may be amended in accordance with the terms thereof.


 


“85 Broad Street
Control Termination Event”: The 85 Broad Street Non-Trust Junior Subordinate Control Termination Event, the 85 Broad
Street Non-Trust Senior Subordinate Control Termination Event or 85 Broad Street Trust Subordinate Control Termination Event, as
applicable.


 


“85 Broad Street
Controlling Class Certificateholder”: Each holder (or Certificate Owner, if applicable) of a Certificate of the 85 Broad
Street Controlling Class as determined by the Certificate Registrar from time to time, upon request by any party hereto.


 


“85 Broad
Street Controlling Class”: As of any date will be the most subordinate Class of the Class 85BD-A, Class 85BD-B and
Class 85BD-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; provided that if at any time the Certificate Balances of all
the Class 85BD-A and/or Class 85BD-B Regular Interests have been reduced to zero as a result of the allocation of principal
payments on the 85 Broad Street Trust Subordinate Companion Loan, the 85 Broad Street Controlling Class will be the most
subordinate class among the Class


 






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85BD-B and
Class 85BD-C Regular Interests that has an aggregate Certificate Balance greater than zero without regard to any Cumulative Appraisal
Reduction Amounts.


 


“85 Broad Street
Directing Certificateholder”: The 85 Broad Street Controlling Class Certificateholder selected by a majority of the 85
Broad Street Controlling Class (by Certificate Balance, as certified by the Certificate Registrar from time to time). After the
occurrence and during the continuation of an 85 Broad Street Trust Subordinate Companion Loan Control Termination Event, there
will be no 85 Broad Street Directing Certificateholder. The Depositor shall promptly provide the name and contact information for
the initial 85 Broad Street 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 85 Broad Street Directing Certificateholder has not changed
until such parties receive written notice of a replacement of the 85 Broad Street Directing Certificateholder from a party holding
the requisite interest in the 85 Broad Street Controlling Class (as confirmed by the Certificate Registrar), or the resignation
of the then-current 85 Broad Street Directing Certificateholder.


 


“85 Broad Street
Directing Holder”: As of any date of determination, means: (i) initially, the Holder of the 85 Broad Street Non-Trust
Junior Subordinate Companion Loan; (ii) if an 85 Broad Street Non-Trust Junior Subordinate Companion Loan Control Termination Event
has occurred and is continuing, but an 85 Broad Street Non-Trust Senior Subordinate Companion Loan Control Termination Event has
not occurred and is not continuing, the Holder of the 85 Broad Street Non-Trust Senior Subordinate Companion Loan; and (iii) if
an 85 Broad Street Non-Trust Senior Subordinate Companion Loan Control Termination Event has occurred and is continuing, but an
85 Broad Street Trust Subordinate Companion Loan Control Termination Event has not occurred and is not continuing, the 85 Broad
Street Directing Certificateholder (or its representative).


 


“85 Broad Street
Loan-Specific Certificates”: The Class 85BD-A, Class 85BD-B and Class 85BD-C Certificates, collectively.


 


“85 Broad Street
Loan-Specific Certificateholder”: A Certificateholder of an 85 Broad Street Loan-Specific Certificate.


 


“85 Broad Street
Loan-Specific Regular Interests”: Any of the Class 85BD-A, Class 85BD-B and Class 85BD-C Regular Interests.


 


“85 Broad Street
Mortgage Loan”: With respect to the 85 Broad Street Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 1 on the Mortgage Loan Schedule), which is designated as promissory notes A-A-1 and A-A-2, and is pari
passu in right of payment with the 85 Broad Street Pari Passu Companion Loan to the extent set forth in the 85 Broad Street
Co-Lender Agreement.


 


“85 Broad Street
Mortgaged Property”: The Mortgaged Property that secures the 85 Broad Street Whole Loan.


 



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“85 Broad Street
Non-Reduced Certificates”: As of any date of determination, any Class of 85 Broad Street Loan-Specific Certificates that
are Non-Reduced Certificates.


 


“85 Broad Street
Non-Trust Junior Subordinate Companion Loan”: With respect to the 85 Broad Street Whole Loan, the Companion Loan evidenced
by the promissory note B-B made by the related Mortgagor and secured by the Mortgage on the 85 Broad Street Mortgaged Property,
which is not included in the Trust and which is subordinate in right of payment to the 85 Broad Street Mortgage Loan, the 85 Broad
Street Pari Passu Companion Loan, the 85 Broad Street Trust Subordinate Companion Loan and the 85 Broad Street Non-Trust Senior
Subordinate Companion Loan to the extent set forth in the related Mortgage Loan documents and as provided in the 85 Broad Street
Co-Lender Agreement.


 


“85 Broad Street
Non-Trust Junior Subordinate Companion Loan Control Termination Event”: With respect to the 85 Broad Street Whole Loan,
shall be deemed to exist if and for so long as: (1)(a)(i) the initial unpaid principal balance of the 85 Broad Street 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 85 Broad Street Non-Trust Junior Subordinate Companion Loan, (y) any
Appraisal Reduction Amount for the 85 Broad Street Whole Loan that is allocated to the 85 Broad Street Non-Trust Junior Subordinate
Companion Loan and (z) any losses realized with respect to the 85 Broad Street Mortgaged Property or the 85 Broad Street Whole
Loan that are allocated to the 85 Broad Street Non-Trust Junior Subordinate Companion Loan, plus (iii) the 85 Broad Street Threshold
Event Collateral is less than (b) 25% of the of the remainder of the (i) initial unpaid principal balance of the 85 Broad Street
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 85 Broad Street Non-Trust Junior Subordinate Companion; or (2) any interest in
the 85 Broad Street 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 85 Broad Street Non-Trust Junior Subordinate
Companion Loan Holder as the 85 Broad Street Directing Holder.


 


“85 Broad Street
Non-Trust Senior Subordinate Companion Loan”: With respect to the 85 Broad Street Whole Loan, the Companion Loan evidenced
by the promissory note B-A made by the related Mortgagor and secured by the Mortgage on the 85 Broad Street Mortgaged Property,
which is not included in the Trust and which is subordinate in right of payment to the 85 Broad Street Mortgage Loan, the 85 Broad
Street Pari Passu Companion Loan and the 85 Broad Street Trust Subordinate Companion Loan to the extent set forth in the related
Mortgage Loan documents and as provided in the 85 Broad Street Co-Lender Agreement.


 


“85 Broad Street
Non-Trust Senior Subordinate Companion Loan Control Termination Event”: With respect to the 85 Broad Street Whole Loan,
shall be deemed to exist if and for so long as: (1)(a)(i) the initial unpaid principal balance of the 85 Broad Street 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 85 Broad Street Non-Trust Senior Subordinate Companion Loan, (y) any
Appraisal Reduction Amount for the 85 Broad Street Whole Loan that is allocated to the 85 Broad Street Non-Trust Senior Subordinate
Companion Loan and (z) any losses realized with respect to the 85


 






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Broad Street Mortgaged Property or the 85 Broad Street Whole
Loan that are allocated to the 85 Broad Street Non-Trust Senior Subordinate Companion Loan, plus (iii) the 85 Broad Street Threshold
Event Collateral is less than (b) 25% of the of the remainder of the (i) initial unpaid principal balance of the 85 Broad Street
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 85 Broad Street Non-Trust Senior Subordinate Companion; or (2) any interest in
the 85 Broad Street 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 85 Broad Street Non-Trust Senior Subordinate
Companion Loan Holder as the 85 Broad Street Directing Holder.


 


“85 Broad Street
Non-Trust Subordinate Companion Loans”: Collectively, the 85 Broad Street Non-Trust Senior Subordinate Companion Loan
and the 85 Broad Street Non-Trust Senior Subordinate Companion Loan.


 


“85 Broad Street
Pari Passu Companion Loan”: With respect to the 85 Broad Street Whole Loan, the Companion Loan evidenced by the promissory
note A-A-3 made by the related Mortgagor and secured by the Mortgage on the 85 Broad Street Mortgaged Property, which is not included
in the Trust and which is pari passu in right of payment with the 85 Broad Street Mortgage Loan to the extent set forth
in the 85 Broad Street Co-Lender Agreement.


 


“85 Broad Street
Principal Distribution Amount”: With respect to any Distribution Date and the 85 Broad Street Loan-Specific Certificates,
an amount equal to the sum of the following amounts: (a) the 85 Broad Street Principal Shortfall for such Distribution Date,
(b) the 85 Broad Street Scheduled Principal Distribution Amount for such Distribution Date and (c) the 85 Broad Street
Unscheduled Principal Distribution Amount for such Distribution Date; provided that the 85 Broad Street 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 85 Broad Street Trust Subordinate Companion Loan in a period during which such principal collections would have otherwise
been included in the 85 Broad Street Principal Distribution Amount for such Distribution Date and (B) Workout-Delayed Reimbursement
Amounts paid or reimbursed from principal collections on the 85 Broad Street Trust Subordinate Companion Loan in a period during
which such principal collections would have otherwise been included in the 85 Broad Street 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 85 Broad Street Trust Subordinate Companion Loan (including the portion of the
REO Loan allocable to the 85 Broad Street Trust Subordinate Companion Loan) are subsequently recovered on the 85 Broad Street Trust
Subordinate Companion Loan (or the portion of the REO Loan allocable to the 85 Broad Street Trust Subordinate Companion Loan),
such recovery will increase the 85 Broad Street Principal Distribution Amount for the Distribution Date related to the period in
which such recovery occurs).


 


“85 Broad Street
Principal Shortfall”: For any Distribution Date after the initial Distribution Date with respect to the 85 Broad Street
Trust Subordinate Companion Loan, the amount, if any, by which (a) the related 85 Broad Street Principal Distribution Amount for
the


 






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preceding Distribution Date, exceeds (b) the aggregate amount actually distributed on the preceding Distribution Date in respect
of such 85 Broad Street Principal Distribution Amount. The 85 Broad Street Principal Shortfall for the initial Distribution Date
will be zero.


 


“85 Broad Street
Realized Loss”: With respect to the 85 Broad Street Loan-Specific Certificates, the 85 Broad Street Realized Loss (as
defined in Section 4.04(a)).


 


“85 Broad Street
Scheduled Principal Distribution Amount”: With respect to any Distribution Date and the 85 Broad Street 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 85 Broad Street 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 85 Broad Street Assumed Scheduled Payments
with respect to the 85 Broad Street 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 85 Broad Street Trust Subordinate Companion Loan Available Funds for such Distribution Date (or, with respect to the 85
Broad Street 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
85 Broad Street 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 85 Broad Street Trust Subordinate Companion Loan Available Funds for such Distribution Date
(or, with respect to the 85 Broad Street 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 85 Broad Street Scheduled Principal Distribution Amount for any prior
Distribution Date. The 85 Broad Street Scheduled Principal Distribution Amount from time to time shall include all late payments
of principal made by the related Mortgagor with respect to the 85 Broad Street 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.


 


“85 Broad Street
Trust Subordinate Companion Loan”: With respect to the 85 Broad Street Whole Loan, the Companion Loan evidenced by the
promissory note A-B made by the related Mortgagor and secured by the Mortgage on the 85 Broad Street Mortgaged Property, which
is included in the Trust and which is subordinate in right of payment to the 85 Broad Street Mortgage Loan and the 85 Broad Street
Pari Passu Companion Loan to the extent set forth in the related Mortgage Loan documents and as provided in the 85 Broad Street
Co-Lender Agreement.


 



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“85 Broad
Street Trust Subordinate Companion Loan Control Termination Event”: With respect to the 85 Broad Street Trust
Subordinate Companion Loan, shall be deemed to exist with respect to the 85 Broad Street Whole Loan, if and for so long as:
(1)(a)(i) the initial unpaid principal balance of the 85 Broad Street 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 85 Broad Street Trust Subordinate Companion Loan, (y) any Appraisal Reduction Amount for the 85 Broad Street
Whole Loan that is allocated to the 85 Broad Street Trust Subordinate Companion Loan and (z) any losses realized with respect
to the 85 Broad Street Mortgaged Property or the 85 Broad Street Whole Loan that are allocated to the 85 Broad Street Trust
Subordinate Companion Loan, plus (iii) the 85 Broad Street Threshold Event Collateral is less than (b) 25% of the of
the remainder of the (i) initial unpaid principal balance of the 85 Broad Street Trust Subordinate Companion Loan less (ii)
any payments of principal (whether as principal prepayments or otherwise) allocated to, and received by, the 85 Broad Street
Trust Subordinate Companion Loan Noteholder; or (2) any interest in the 85 Broad Street 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 85 Broad Street Trust Subordinate Companion Loan Holder as the 85 Broad Street Directing
Holder.


 


“85 Broad Street
Trust Subordinate Companion Loan REMIC”: One of three separate REMICs comprising a portion of the Trust Fund, which consists
of the 85 Broad Street 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 85 Broad Street Trust Subordinate Companion Loan REMIC Distribution Account.


 


“85 Broad Street
Trust Subordinate Companion Loan REMIC Distribution Account”: With respect to the 85 Broad Street 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 3.04(h) of this Agreement, which shall be entitled “Wells Fargo
Bank, National Association, as Certificate Administrator on behalf of Wilmington Trust, National Association, as Trustee, for the
benefit of the registered holders of CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2017-C8, 85 Broad Street Trust Subordinate Companion Loan REMIC Distribution Account,” and which must be an Eligible Account
or a subaccount of an Eligible Account.


 


“85 Broad Street
Trust Subordinate Companion Loan REMIC Distribution Amount”: As defined in Section 4.01(e).


 


“85 Broad Street
Trust Subordinate Companion Loan REMIC Regular Interests”: Any of the Class L85BD-A, Class L85BD-B and Class L85BD-C
Uncertificated Interests, as applicable.


 


“85 Broad Street
Unscheduled Principal Distribution Amount”: With respect to any Distribution Date and the 85 Broad Street Trust Subordinate
Companion Loan, the aggregate of the following: (a) all Principal Prepayments received on the 85 Broad Street 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


 






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Proceeds and, if applicable, REO Revenues received with respect to the
85 Broad Street Trust Subordinate Companion Loan and any REO loan allocable to the 85 Broad Street 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 85 Broad Street Trust Subordinate Companion Loan and payable as
of the date of receipt of such proceeds, thus reducing the Unscheduled Principal Distribution Amount.


 


“85 Broad Street
VRR Interest”: Collectively, the 85 Broad Street 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 85BD-A 	 	$   350,000
	Class 85BD-B 	 	$   1,650,000
	Class 85BD-C 	 	$   1,600,000


 


“85 Broad Street
Whole Loan”: The 85 Broad Street Mortgage Loan, together with the 85 Broad Street Pari Passu Companion Loan, the 85 Broad
Street Trust Subordinate Companion Loan and the 85 Broad Street Non-Trust Subordinate Companion Loans, each of which is secured
by the same Mortgage on the 85 Broad Street Mortgaged Property.


 


“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 85 Broad Street Intercreditor Agreement, the 245
Park Avenue Intercreditor Agreement, the Apple Sunnyvale Intercreditor Agreement and the Urban Union Amazon 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


 






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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 the 85 Broad Street 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 85 Broad Street Mortgage Loan, the 245 Park Avenue Mortgage Loan, the Apple Sunnyvale
Mortgage Loan and the Urban Union Amazon 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 85 Broad Street 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 85 Broad Street Trust Subordinate Companion Loan, the 85 Broad Street Non-Trust Subordinate Companion
Loans, the 245 Park Avenue Subordinate Companion Loans, the Apple Sunnyvale Subordinate Companion Loan, and the Urban Union Amazon
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 85 Broad Street Whole Loan, the 245 Park Avenue Whole Loan, the Apple Sunnyvale Whole Loan and the Urban Union Amazon Whole
Loan are each an AB Whole Loan.


 


“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 Apple Sunnyvale Whole Loan, Koramco US
Debt Strategy Private Real Estate Investment Trust No. 3 is the AB Whole Loan Controlling Holder as of the Cut-off Date. With respect
to Urban Union Amazon Whole Loan, Hangang US Real Estate Fund No. 1, Hangang US Real Estate Fund No. 1-1 and Hangang US Real Estate
Fund No. 1-2, collectively, are 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


 






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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 Certificateholder (or, with respect
to the 85 Broad Street Whole Loan, prior to the related 85 Broad Street Control Termination Event, the 85 Broad Street Directing
Holder or, with respect to a Pooled Serviced AB Whole Loan, the AB Whole Loan Controlling Holder prior to any AB Control Appraisal
Period, in each case as and to the extent required under the related Intercreditor Agreement) 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.


 


“Acropolis Garden
Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of June 29, 2017, by and between the holder of the Acropolis
Garden Companion Loan and the holder of the Acropolis Garden Mortgage Loan, relating to the relative rights of such holders of
the Acropolis Garden Whole Loan, as the same may be amended in accordance with the terms thereof.


 


“Acropolis Garden
Companion Loan”: With respect to the Acropolis Garden Whole Loan, the Companion Loan evidenced by the related promissory
note A-1 made by the related Mortgagor and secured by the Mortgage on the Acropolis Garden Mortgaged Property, which is not included
in the Trust and which is pari passu in right of payment with the Acropolis Garden Mortgage Loan to the extent set forth
in the Acropolis Garden Co-Lender Agreement.


 


“Acropolis Garden
Mortgage Loan”: With respect to the Acropolis Garden Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 13 on the Mortgage Loan Schedule), which is designated as promissory note A-2, and is pari passu in
right of payment with the Acropolis Garden Companion Loan to the extent set forth in the Acropolis Garden Co-Lender Agreement.


 



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“Acropolis Garden
Mortgaged Property”: The Mortgaged Property that secures the Acropolis Garden Whole Loan.


 


“Acropolis Garden
Pooling and Servicing Agreement”: This Agreement, for so long as the Acropolis Garden Whole Loan is serviced pursuant
to this Agreement and, on and after the related Servicing Shift Securitization Date, the related Non-Serviced PSA for the Acropolis
Garden Companion Loan identified as note A-1.


 


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


 


“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 85 Broad Street Trust Subordinate Companion Loan, to the extent indicated
as such in the Mortgage Loan Schedule.


 


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


 


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


 


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


 


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


 


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


 


“Additional
Servicer”: Each Affiliate of the Master Servicer, the Special Servicer or any Mortgage Loan Seller that services any
of the Mortgage Loans or the 85 Broad Street Trust Subordinate Companion Loan, 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 85 Broad Street
Trust Subordinate Companion Loan by unpaid principal balance as of any date of determination pursuant to Article XI.


 



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“Administrative
Cost Rate”: As of any date of determination and with respect to each Mortgage Loan or the 85 Broad Street 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 85 Broad Street Trust Subordinate Companion Loan) and the CREFC® Intellectual Property
Royalty License Fee Rate and, in the case of each Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Alexandria
Corporate Park Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of June 29, 2017, by and between the
holder of the Alexandria Corporate Park Companion Loan and the holder of the Alexandria Corporate Park Mortgage Loan, relating
to the relative rights of such holders of the Alexandria Corporate Park Whole Loan, as the same may be amended in accordance with
the terms thereof.


 


“Alexandria
Corporate Park Companion Loan”: With respect to the Alexandria Corporate Park Whole Loan, the Companion Loan evidenced
by the related promissory note A-2 made by the related Mortgagor and secured by the Mortgage on the Alexandria Corporate Park Mortgaged
Property, which is not included in the Trust and which is pari passu in right of payment with the Alexandria Corporate Park
Mortgage Loan to the extent set forth in the Alexandria Corporate Park Co-Lender Agreement.


 


“Alexandria
Corporate Park Mortgage Loan”: With respect to the Alexandria Corporate Park Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 14 on the Mortgage Loan Schedule), which is designated as promissory


 






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note A-1, and
is pari passu in right of payment with the Alexandria Corporate Park Companion Loan to the extent set forth in the Alexandria
Corporate Park Co-Lender Agreement.


 


“Alexandria
Corporate Park Mortgaged Property”: The Mortgaged Property that secures the Alexandria Corporate Park Whole Loan.


 


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


 


“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.


 


“Apple Sunnyvale
Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of April 24, 2017, by and between the holder of the
Apple Sunnyvale Companion Loan, the holder of the Apple Sunnyvale Subordinate Companion Loan and the holder of the Apple Sunnyvale
Mortgage Loan, relating to the relative rights of such holders of the Apple Sunnyvale Whole Loan, as the same may be amended in
accordance with the terms thereof.


 


“Apple Sunnyvale
Companion Loan”: With respect to the Apple Sunnyvale Whole Loan, the Companion Loan evidenced by the related promissory
note A-2 made by the related Mortgagor and secured by the Mortgage on the Apple Sunnyvale Mortgaged Property, which is not included
in the Trust and which is pari passu in right of payment with the Apple Sunnyvale Mortgage Loan and senior in right of payment
to the Apple Sunnyvale Subordinate Companion Loan to the extent set forth in the Apple Sunnyvale Co-Lender Agreement.


 


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


 


“Apple Sunnyvale
Mortgaged Property”: The Mortgaged Property that secures the Apple Sunnyvale Whole Loan.


 


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


 



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


 


“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, in the case of the Directing Certificateholder, the Holder of
the majority of the Controlling Class), and, after the occurrence and during the continuance of a Control Termination Event, in
consultation with the Directing Holder (except with respect to any such Excluded Loan as to such Person) and the Operating Advisor
and, after the occurrence and during the continuance of a Consultation Termination Event, in consultation with the Operating Advisor),
as of the first Determination Date that is at least ten (10) Business Days following the 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 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


 






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Servicer
may make (without implying any obligation to do so) based upon its review of the Appraisal and any other information it deems relevant;
however, in the case of the Mortgage Loan secured by the Mortgaged Property identified as Acropolis Garden on Exhibit B hereto,
such Appraised Value shall be determined as if such Mortgaged Property is operated as a multifamily rental property with rents
and other income set at the prevailing market rates (applying a discount for units that are subject to existing rent regulated
or rent controlled rental tenants), 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 Appraisal Reduction Event, the Special


 






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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, in the case of 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 the 85 Broad Street 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 the 85 Broad Street Trust Subordinate Companion Loan is paid in full, liquidated, repurchased or otherwise removed from the
Trust or as otherwise set forth in Section 4.05(d).


 


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


 


Any Appraisal Reduction
Amount with respect to the 85 Broad Street Whole Loan will be allocated first to the 85 Broad Street Non-Trust Junior Subordinate
Companion Loan (until its principal balance is notionally reduced to zero by such related Appraisal Reduction Amounts), then
to the 85 Broad Street Non-Trust Senior Subordinate Companion Loan (until its principal balance is notionally reduced to zero by
such related Appraisal Reduction Amounts), then to the 85 Broad Street Trust Subordinate Companion Loan (until its principal
balance is notionally reduced to zero by such related Appraisal Reduction Amounts) and then to the 85 Broad Street Mortgage
Loan and the 85 Broad Street Pari Passu Companion Loan on a pro rata basis.


 


“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),


 






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other than any uncured delinquency in respect of a Balloon Payment, occurs in respect of such Mortgage Loan or a related Companion
Loan, (ii) the date on which a reduction in the amount of Periodic Payments on such Mortgage Loan or a related Companion Loan,
as applicable, or a change in any other material economic term of such Mortgage Loan or a related Companion Loan, as applicable,
(other than an extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage Loan or a related
Companion Loan, as applicable, by the Special Servicer, (iii) thirty (30) days after the date on which a receiver has been
appointed for the Mortgaged Property, (iv) thirty (30) days after the date on which a Mortgagor or the tenant at a single
tenant property declares bankruptcy (and the bankruptcy petition is not otherwise dismissed within such time), (v) sixty (60)
days after the date on which an involuntary petition of bankruptcy is filed with respect to a Mortgagor if not dismissed within
such time, (vi) ninety (90) days after an uncured delinquency occurs in respect of a Balloon Payment with respect to such
Mortgage Loan or a related Companion Loan, as applicable, except where a refinancing is anticipated within one hundred twenty (120)
days after the Maturity Date of the Mortgage Loan or a related Companion Loan, as applicable, in which case one hundred twenty
(120) days after such uncured delinquency, and (vii) immediately after such Mortgage Loan or a related Companion Loan, as
applicable, becomes an REO Loan; provided that the thirty (30) day period referenced in clauses (iii) and clause (iv)
shall not apply if the related Mortgage Loan is a Specially Serviced Loan; provided, further, however, that
an Appraisal Reduction Event shall not occur at any time when the aggregate Certificate Balances of all Classes of Subordinate
Certificates have been reduced to zero (and, in the case of the 85 Broad Street Whole Loan, when the Certificate Balances of all
Classes of 85 Broad Street 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.


 


“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.


 



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“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 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


 






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applicable Collection Period and the outstanding
principal balance of such Delinquent Loans in the aggregate constitutes at least 20.0% of the aggregate outstanding principal balance
of all of the Mortgage Loans (including any REO Loans) (or a portion of any REO Loan in the case of a Whole Loan) held by the Trust
as of the end of the applicable Collection Period.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Available Funds”:
With respect to any Distribution Date, will equal (i) with respect to distributions to be made on the Pooled Certificates
and the Class R Certificates, the Pooled Available Funds and (ii) in the case of the distributions to be made on the 85 Broad
Street


 






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Loan-Specific Certificates and the Class R Certificates, the 85 Broad Street 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-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 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 85 Broad Street 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 85 Broad Street Whole Loan. For the avoidance of doubt, with respect to the Mortgage Loan
secured by the Mortgaged Property identified as Acropolis Garden on Exhibit B hereto, a person shall not be considered a “Borrower
Party” solely by reason of such person holding a loan secured by one or more


 



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individual cooperative units (or the ownership
shares in such units) or owning one or more residential cooperative units at the related Mortgaged Property.


 


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


 


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


 


“Broadway Portfolio
Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of April 18, 2017, by and between the holder of the
Broadway Portfolio Companion Loan and the holder of the Broadway Portfolio Mortgage Loan, relating to the relative rights of such
holders of the Broadway Portfolio Whole Loan, as the same may be amended in accordance with the terms thereof.


 


“Broadway Portfolio
Companion Loan”: With respect to the Broadway Portfolio Whole Loan, the Companion Loan evidenced by the related promissory
note A-2 made by the related Mortgagor and secured by the Mortgage on the Broadway Portfolio Mortgaged Properties, which is not
included in the Trust and which is pari passu in right of payment with the Broadway Portfolio Mortgage Loan to the extent
set forth in the Broadway Portfolio Co-Lender Agreement.


 


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


 


“Broadway Portfolio
Mortgaged Properties”: The Mortgaged Properties that secure the Broadway Portfolio Whole Loan.


 


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


 


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


 



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


 


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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2017-C8, 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 the 85 Broad Street Trust Subordinate Companion Loan, but not any other
Companion Loan) and the 85 Broad Street Trust Subordinate Companion Loan (calculated in the same manner as interest is calculated
on the 85 Broad Street Trust Subordinate Companion Loan) as of the preceding Distribution Date.


 


“Certificate
Administrator/Trustee Fee Rate”: A rate equal to 0.00833% 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 85 Broad Street 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 85 Broad Street Loan-Specific Regular Interests, 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


 



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allocations of Realized Losses made thereon
on such prior Distribution Date. 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.


 


“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


 






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Special Servicer, the Master Servicer or any of their Affiliates as a member
of the Controlling Class (but not with respect to any Excluded Controlling Class Loan with respect to which such party is an Excluded
Controlling Class Holder) or (ii) solely for purposes of accessing information, any Affiliate of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Certificate Administrator that has provided an Investor
Certification in which it has certified as to the existence of certain policies and procedures restricting the flow of information
between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Certificate
Administrator, as applicable. The Trustee and the Certificate Administrator shall each be entitled to request and rely upon a certificate
of the Master Servicer, the Special Servicer or the Depositor in determining whether a Certificate is registered in the name of
an Affiliate of such Person. All references herein to “Holders” or “Certificateholders” shall reflect the
rights of Certificate Owners as they may indirectly exercise such rights through the Depository and the Depository Participants,
except as otherwise specified herein; provided, however, that the parties hereto shall be required to recognize as
a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the Certificate
Register. The Trustee shall be the Holder of the Lower-Tier Regular Interests and the Regular Interests for the benefit of the
Certificateholders. The Trustee shall be the Holder of the 85 Broad Street Trust Subordinate Companion Loan REMIC Regular Interests
and the related Regular Interests for the benefit of the 85 Broad Street 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 85 Broad Street 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 and 85 Broad Street Trust Subordinate Companion Loan REMIC Regular
Interest.


 


“Class 85BD-A
Certificate”: A Certificate designated as “Class 85BD-A” on the face thereof, in the form of Exhibit A-22
hereto, representing undivided beneficial interests in the Class 85BD-A Specific Grantor Trust Assets, which relates solely to
the 85 Broad Street Trust Subordinate Companion Loan.


 



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“Class 85BD-A
Pass-Through Rate”: With respect to the Class 85BD-A Certificates and the Class 85BD-A Regular Interest and any Distribution
Date, a per annum rate equal to the Net Mortgage Rate of the 85 Broad Street Trust Subordinate Companion Loan for such Distribution
Date.


 


“Class 85BD-A
Percentage Interest”: As of any date of determination, with respect to the Class 85BD-A Regular Interest and the Class
85BD-A Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class
85BD-A Certificates, and the denominator of which is the Certificate Balance of the Class 85BD-A Regular Interest.


 


“Class 85BD-A
Regular Interest”: The uncertificated interest corresponding to the Class 85BD-A Certificates, the Class V1-85A Certificates
(to the extent of the Class V1-85A Percentage Interest of the Class 85BD-A Regular Interest) and the Class V2-85 Certificates (to
the extent of the Class V2-85 Percentage Interest of the Class 85BD-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 85BD-A
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class 85BD-A Percentage Interest
of the Class 85BD-A Regular Interest and (ii) amounts held from time to time in the 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account that represent distributions of the Class 85BD-A Percentage Interest of the Class 85BD-A Regular
Interest.


 


“Class 85BD-B
Certificate”: A Certificate designated as “Class 85BD-B” on the face thereof, in the form of Exhibit A-23
hereto, representing undivided beneficial interests in the Class 85BD-B Specific Grantor Trust Assets, which relates solely to
the 85 Broad Street Trust Subordinate Companion Loan.


 


“Class 85BD-B
Pass-Through Rate”: With respect to the Class 85BD-B Certificates and the Class 85BD-B Regular Interest and any Distribution
Date, a per annum rate equal to the Net Mortgage Rate of the 85 Broad Street Trust Subordinate Companion Loan for such Distribution
Date.


 


“Class 85BD-B
Percentage Interest”: As of any date of determination, with respect to the Class 85BD-B Regular Interest and the Class
85BD-B Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class
85BD-B Certificates, and the denominator of which is the Certificate Balance of the Class 85BD-B Regular Interest.


 


“Class 85BD-B
Regular Interest”: The uncertificated interest corresponding to the Class 85BD-B Certificates, the Class V1-85B Certificates
(to the extent of the Class V1-85B Percentage Interest of the Class 85BD-B Regular Interest) and the Class V2-85 Certificates (to
the extent of the Class V2-85 Percentage Interest of the Class 85BD-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.


 



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“Class 85BD-B
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class 85BD-B Percentage Interest
of the Class 85BD-B Regular Interest and (ii) amounts held from time to time in the 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account that represent distributions of the Class 85BD-B Percentage Interest of the Class 85BD-B Regular
Interest.


 


“Class 85BD-C
Certificate”: A Certificate designated as “Class 85BD-C” on the face thereof, in the form of Exhibit A-24
hereto, representing undivided beneficial interests in the Class 85BD-C Specific Grantor Trust Assets, which relates solely to
the 85 Broad Street Trust Subordinate Companion Loan.


 


“Class 85BD-C
Pass-Through Rate”: With respect to the Class 85BD-C Certificates and the Class 85BD-C Regular Interest and any Distribution
Date, a per annum rate equal to the Net Mortgage Rate of the 85 Broad Street Trust Subordinate Companion Loan for such Distribution
Date.


 


“Class 85BD-C
Percentage Interest”: As of any date of determination, with respect to the Class 85BD-C Regular Interest and the Class
85BD-C Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class
85BD-C Certificates, and the denominator of which is the Certificate Balance of the Class 85BD-C Regular Interest.


 


“Class 85BD-C
Regular Interest”: The uncertificated interest corresponding to the Class 85BD-C Certificates, the Class V1-85C Certificates
(to the extent of the Class V1-85C Percentage Interest of the Class 85BD-C Regular Interest) and the Class V2-85 Certificates (to
the extent of the Class V2-85 Percentage Interest of the Class 85BD-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 85BD-C
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class 85BD-C Percentage Interest
of the Class 85BD-C Regular Interest and (ii) amounts held from time to time in the 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account that represent distributions of the Class 85BD-C Percentage Interest of the Class 85BD-C Regular
Interest.


 


“Class 85BD-R
Interest”: The uncertificated residual interest in the 85 Broad Street Trust Subordinate Companion Loan REMIC, represented
by the Class R Certificates.


 


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


 


“Class A-1 Certificate”:
A Certificate designated as “Class A-1” on 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 1.93015%.


 



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“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 Certificates (to the extent of
the Class V2 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 2.98551%.


 


“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 Certificates (to the extent of
the Class V2 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 (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.


 



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“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 3.12658%.


 


“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 Certificates (to the extent of
the Class V2 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 3.39195%.


 


“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 Certificates (to the extent of
the Class V2 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.


 


“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.


 








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“Class A-S Certificate”:
A Certificate designated as “Class A-S” on the face thereof, in the form of Exhibit A-8 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 3.61527% and the Weighted Average Net Mortgage 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 Certificates (to the extent of
the Class V2 Percentage Interest of the Class A-S 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-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-5
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 a fixed rate of 3.18574%.


 


“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 Certificates (to the
extent of the Class V2 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.


 






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“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-9
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 (i) 3.91767% and (ii) the Weighted Average Net Mortgage 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 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 Certificates (to the extent of the
Class V2 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-10
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 Weighted Average Net Mortgage Rate for such Distribution Date less 0.1500%. but not less than 0.0000%.


 


“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 Certificates (to the extent of the
Class V2 Percentage Interest of the Class C Regular Interest), constituting a “regular interest” in the


 






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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-11 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 Weighted Average Net Mortgage Rate for such Distribution Date.


 


“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
Certificates (to the extent of the Class V2 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-12 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 Weighted Average Net Mortgage 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


 



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the Class E Regular Interest) and the Class V2 Certificates (to the extent of the
Class V2 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-13 hereto, representing
undivided beneficial interests in the Class F Specific Grantor Trust Assets.


 


“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 Weighted Average Net Mortgage 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-E Certificates (to the
extent of the Class V1-E Percentage Interest of the Class F Regular Interest) and the Class V2 Certificates (to the extent of the
Class V2 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 L85BD-A
Uncertificated Interest”: An uncertificated regular interest in the 85 Broad Street 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 L85BD-B
Uncertificated Interest”: An uncertificated regular interest in the 85 Broad Street 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 L85BD-C
Uncertificated Interest”: An uncertificated regular interest in the 85 Broad Street Trust Subordinate Companion Loan
REMIC which is held as an asset of the


 



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


 


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


 


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


 


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


 


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


 






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“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 NR Certificate”:
A Certificate designated as “Class NR” on the face thereof, in the form of Exhibit A-14 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 Weighted Average Net Mortgage 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-E Certificates (to the
extent of the Class V1-E Percentage Interest of the Class NR Regular Interest) and the Class V2 Certificates (to the extent of
the Class V2 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.


 


“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 85BD-A Percentage Interest, the Class 85BD-B Percentage Interest, the Class 85BD-C 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 X-A Percentage Interest, the Class X-B Percentage Interest, the Class A-S
Percentage Interest, the Class B Percentage


 



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Interest, the Class C Percentage Interest, the Class D Percentage Interest, the Class
E Percentage Interest, the Class F Percentage Interest, the Class NR Percentage Interest, the Class V1-85A Percentage Interest,
the Class V1-85B Percentage Interest, the Class V1-85C 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 V2 Percentage Interest
and the Class V2-85 Percentage Interest.


 


“Class R Certificate”:
A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-15 hereto, and evidencing
the sole class of “residual interest” in each Trust REMIC for purposes of the REMIC Provisions.


 


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


 


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


 


“Class V-85
Certificates”: The Class V1-85A, Class V1-85B, Class V1-85C and Class V2-85 Certificates, collectively.


 


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


 


“Class V1-85A
Certificate”: A Certificate designated as “Class V1-85A” on the face thereof, in the form of Exhibit A-25
hereto, representing undivided beneficial interests in the Class V1-85A Specific Grantor Trust Assets.


 


“Class V1-85A
Percentage Interest”: As of any date of determination, with respect to the Class 85BD-A Certificates, a percentage interest
equal to a fraction, the numerator of which is the Certificate Balance of the Class V1-85A Certificates, and the denominator of
which is the aggregate Certificate Balance of the Class 85BD-A Certificates.


 


“Class V1-85A
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class V1-85A Percentage Interest
of the Class 85BD-A Regular Interests and (ii) amounts held from time to time in the 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account that represent distributions of the Class V1-85A Percentage Interest of the Class 85BD-A Regular
Interests.


 


“Class V1-85B
Certificate”: A Certificate designated as “Class V1-85B” on the face thereof, in the form of Exhibit A-26
hereto, representing undivided beneficial interests in the Class V1-85B Specific Grantor Trust Assets.


 


“Class V1-85B
Percentage Interest”: As of any date of determination, with respect to the Class 85BD-B Certificates, a percentage interest
equal to a fraction, the numerator of which is the Certificate Balance of the Class V1-85B Certificates, and the denominator of
which is the aggregate Certificate Balance of the Class 85BD-B Certificates.


 






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“Class V1-85B
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class V1-85B Percentage Interest
of the Class 85BD-B Regular Interests and (ii) amounts held from time to time in the 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account that represent distributions of the Class V1-85B Percentage Interest of the Class 85BD-B Regular
Interests.


 


“Class V1-85C
Certificate”: A Certificate designated as “Class V1-85C” on the face thereof, in the form of Exhibit A-27
hereto, representing undivided beneficial interests in the Class V1-85C Specific Grantor Trust Assets.


 


“Class V1-85C
Percentage Interest”: As of any date of determination, with respect to the Class 85BD-C Certificates, a percentage interest
equal to a fraction, the numerator of which is the Certificate Balance of the Class V1-85C Certificates, and the denominator of
which is the aggregate Certificate Balance of the Class 85BD-C Certificates.


  


“Class V1-85C
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class V1-85C Percentage Interest
of the Class 85BD-C Regular Interests and (ii) amounts held from time to time in the 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account that represent distributions of the Class V1-85C Percentage Interest of the Class 85BD-C Regular
Interests.


 


“Class V1-A
Certificate”: A Certificate designated as “Class V1-A” on the face thereof, in the form of Exhibit A-17
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 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 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 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 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-18
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 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.


 






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“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-19
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-20
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, Class F and Class NR Regular Interests,
the ARD Grantor Trust Assets 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, Class F and Class NR Regular 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, Class F and Class NR Regular Interests and the ARD Grantor Trust Assets, (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, Class F and Class NR Regular Interests and (iii) amounts held from time to time in the Excess Interest Distribution
Account that represent distributions of the Class V1-E Percentage Interest of the ARD Grantor Trust Assets.


 


“Class V2 Certificate”:
A Certificate designated as “Class V2” on the face thereof, in the form of Exhibit A-21 hereto, representing
undivided beneficial interests in the Class V2 Specific Grantor Trust Assets.


 


“Class V2 Percentage
Interest”: As of any date of determination, with respect to any Regular Interest (other than the 85 Broad Street Loan-Specific
Regular Interests), the ARD Grantor Trust Assets and the Class V2 Certificates, a percentage interest equal to a fraction, the
numerator of which is the Certificate Balance of the Class V2 Certificates, and the denominator of which is the aggregate Certificate
Balance of the Regular Interests (other than the 85 Broad Street Loan-Specific Regular Interests).


 






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“Class V2 Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class V2 Percentage Interest of the Regular
Interests (other than the 85 Broad Street Loan-Specific Regular Interests) and the ARD Grantor Trust Assets and (ii) amounts
held from time to time in the 85 Broad Street Trust Subordinate Companion Loan REMIC Distribution Account that represent distributions
of the Class V2 Percentage Interest of the Regular Interests (other than the 85 Broad Street Loan-Specific Certificates).


 


“Class V2-85
Certificate”: A Certificate designated as “Class V2-85” on the face thereof, in the form of Exhibit A-28
hereto, representing undivided beneficial interests in the Class V2-85 Specific Grantor Trust Assets.


 


“Class V2-85
Percentage Interest”: As of any date of determination, with respect to the 85 Broad Street Loan-Specific Regular Interests
and the Class V2-85 Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance
of the Class V2-85 Certificates, and the denominator of which is the aggregate Certificate Balance of the 85 Broad Street Loan-Specific
Certificates.


 


“Class V2-85
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class V2-85 Percentage Interest
of the 85 Broad Street Loan-Specific Regular Interests and (ii) amounts held from time to time in the Regular Interest Distribution
Account that represent distributions of the Class V2-85 Percentage Interest of the 85 Broad Street Loan-Specific Regular Interests.


 


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


 


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


 


“Class X-A
Certificate”: A Certificate designated as “Class X-A” on the face thereof, in the form of Exhibit A-6
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-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 Weighted Average Net Mortgage Rate for such Distribution Date, over (b) the weighted
average of the Pass-Through Rates on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-S 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


 



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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 Certificates (to the extent of
the Class V2 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-7
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 Weighted Average Net Mortgage 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 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 Certificates (to the extent of
the Class V2 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.


 






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“Class Z
Certificate”: A Certificate designated as “Class Z” on the face thereof, in the form of Exhibit A-16
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-E Percentage Interest and (ii) the Class V2 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”:
June 29, 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, 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 the 85 Broad Street 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 Servicer’s
calculation or determination of any Collateral Deficiency Amount with respect to Mortgage Loans (other than any Non-Serviced Mortgage
Loan). The Certificate Adminsitrator, 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 85 Broad


 



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Street 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 “Wells Fargo Bank, National Association,
as Master Servicer on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of
CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C8”. 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.


 


“Columbus Office
Portfolio I Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of June 29, 2017, by and between the holder
of the Columbus Office Portfolio I Companion Loan and the holder of the Columbus Office Portfolio I Mortgage Loan, relating to
the relative rights of such holders of the Columbus Office Portfolio I Whole Loan, as the same may be amended in accordance with
the terms thereof.


 


“Columbus Office
Portfolio I Companion Loan”: With respect to the Columbus Office Portfolio I Whole Loan, the Companion Loan evidenced
by the related promissory note A-2 made by the related Mortgagor and secured by the Mortgage on the Columbus Office Portfolio I
Mortgaged Property, which is not included in the Trust and which is pari passu in


 



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right of payment with the Columbus Office
Portfolio I Mortgage Loan to the extent set forth in the Columbus Office Portfolio I Co-Lender Agreement.


 


“Columbus Office
Portfolio I Mortgage Loan”: With respect to the Columbus Office Portfolio I Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 11 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and
is pari passu in right of payment with the Columbus Office Portfolio I Companion Loan to the extent set forth in the Columbus
Office Portfolio I Co-Lender Agreement.


 


“Columbus Office
Portfolio I Mortgaged Property”: The Mortgaged Property that secures the Columbus Office Portfolio I Whole Loan.


 


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


 


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


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion Distribution
Account”: With respect to any Serviced Companion Loan (including the 85 Broad Street 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 “Wells Fargo Bank, National Association [or name of successor master servicer],
as Companion Paying Agent, for the benefit of the Companion Holders of the Companion Loans, relating to the CSAIL 2017-C8 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C8, Companion Distribution Account”. The Companion
Distribution Account shall not be an asset of the Trust, any Trust REMIC or the Grantor Trust, but instead shall be held by the
Companion Paying Agent on behalf of the Companion Holders. Any such account shall be an Eligible Account. Notwithstanding the foregoing,
if the Master Servicer and the Companion Paying Agent are the same entity, the Companion Distribution Account may be the subaccount
referenced in the second paragraph of Section 3.04(b).


 


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


 


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


 


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


 


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


 






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“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 and the 85 Broad Street 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, the 85 Broad Street Trust Subordinate Companion Loan and REO Loan for which Servicing Fees are being
paid for such Collection Period, calculated at a rate of 0.0025% per annum, and (B) all Prepayment Interest Excesses
received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (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 the 85 Broad
Street 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. 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, in the case of the Directing
Certificateholder or 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 the 85 Broad Street 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 85 Broad Street Mortgage
Loan) or Serviced Whole Loan (other


 



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than the 85 Broad Street Whole Loan) (i) 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 (ii) a Holder of a
Class of Class E 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 E 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; and (b) with respect to the 85 Broad
Street Whole Loan, (i) an 85 Broad Street 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 E 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 E 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 E, 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 85 Broad Street Mortgage Loan) or
Serviced Whole Loan (other than the 85 Broad Street 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


 



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Mortgage Loan or Whole Loan is an Excluded Loan; or (iii) a Holder of the
Class E 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 85 Broad Street Whole Loan, (i) such Whole Loan is an Excluded Loan as to the related Directing Holder, or (ii)(A)
an 85 Broad Street Trust Subordinate Companion Loan Control Termination Event exists 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 E 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 or the 85 Broad Street Mortgage Loan) or Serviced Whole Loan (other than the 85 Broad Street 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-S, Class B, Class C and Class D 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


 



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application of Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such
Class; and (b) the 85 Broad Street Whole Loan, the 85 Broad Street 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 or the 85 Broad Street Mortgage Loan) or Serviced Whole Loan (other than the 85 Broad Street Whole Loan), each
Holder (or Certificate Owner, if applicable) of a Controlling Class Certificate as determined by the Certificate Registrar from
time to time, upon request by any party hereto; and (b) the 85 Broad Street Whole Loan, each Holder (or Certificate Owner, if applicable)
of a Certificate of the 85 Broad Street Controlling Class as determined by the Certificate Registrar, from time to time, upon request
by any party hereto. For the avoidance of doubt, whenever the term “Controlling Class Certificateholder” is used in
this Agreement without further clarification, the parties hereto intend for such references to mean the applicable Controlling
Class Certificateholder under the circumstances. The Trustee, the Master Servicer, the Special Servicer or the Operating Advisor
may from time to time request (the cost of which being an expense of the Trust) that the Certificate Administrator provide a list
of the Holders (or Certificate Owners, if applicable) of the applicable Controlling Class and the Certificate Administrator shall
promptly provide such list without charge to such Trustee, Master Servicer, Operating Advisor or Special Servicer, as applicable.
The Trustee, Master Servicer, the Special Servicer and the Operating Advisor shall be entitled to rely on any such list so provided.


 


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


 


“Controlling
Companion Loan”: With respect to any Servicing Shift Whole Loan, the related Pari Passu Companion Loan which, in accordance
with the applicable Co-Lender Agreement, is evidenced by “Controlling Note” or similarly defined term as identified
in such Co-Lender Agreement. As of the Closing Date, for each of the Acropolis Garden Companion Loan and the Garden Multifamily
Portfolio the respective note identified as Note A-1 shall be a Controlling Companion Loan related to the Trust.


 


“Corporate Trust
Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular
time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution
of this Agreement is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Bank, 600 South 4th
Street, 7th Floor, MAC: N9300-070, Minneapolis, Minnesota 55479, Attention: Certificate Transfer Services - CSAIL 2017-C8; and
(ii) with respect to the Trustee at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee CSAIL 2017-C8;
and (iii) for all other purposes, to the Certificate Administrator at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:
Corporate Trust Services (CMBS) CSAIL 2017-C8.


 






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“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.


 


“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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“CREFC®
Intellectual Property Royalty License Fee”: With respect to each Mortgage Loan and REO Loan (including any portion of
an REO Loan related to the 85 Broad Street Trust Subordinate Companion Loan, but excluding the portion of an REO Loan related to
any other Serviced Companion Loan) and the 85 Broad Street 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 the 85 Broad Street 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 the 85 Broad Street 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.


 


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan, the 85 Broad Street 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


 



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approved by the CREFC®
for commercial mortgage backed securities transactions generally. For the purposes of the production of the CREFC®
Comparative Financial Status Report by the Master Servicer or the Special Servicer of any such report that is required to state
information for any period prior to the Cut-off Date, the Master Servicer or the Special Servicer, as the case may be, may conclusively
rely (without independent verification), absent manifest error, on information provided to it by the Mortgage Loan Sellers or by
the related Mortgagor or (x) in the case of such a report produced by the Master Servicer, by the Special Servicer (if other
than the Master Servicer or an Affiliate thereof) and (y) in the case of such a report produced by the Special Servicer, by
the Master Servicer (if other than the Special Servicer or an Affiliate thereof).


 


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


 


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


 


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


 


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


 


“CREFC®
Loan Periodic Update File”: The data file in the “CREFC® Loan Periodic Update File” format
substantially in the form of and containing the information called for therein for the Mortgage Loans and the 85 Broad Street Trust
Subordinate Companion Loan, or such other form for the presentation of such information as may be approved from time to time by
the CREFC® for commercial mortgage securities transactions generally.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“CREFC®
Servicer Watch List”: A monthly report, as of each Determination Date, including and identifying each Non-Specially Serviced
Loan satisfying the “CREFC® Portfolio Review Guidelines” approved from time to time by the CREFC®
in the “CREFC® Servicer Watch List” format substantially in the form of and containing the information
called for therein for the Mortgage Loans, or such other form (including other portfolio review guidelines) for the presentation
of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions
generally.


 


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


 


“CREFC®
Total Loan Report”: A monthly report substantially in the form of, and containing the information called for in, the
downloadable form of the “Total Loan Report” available as of the Closing Date on the CREFC® Website,
or in such other form for the presentation of such information and containing such additional information as may from time to time
be adopted by the CREFC® for commercial mortgage-backed securities transactions and is reasonably acceptable to
the Master Servicer.


 


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


 


“Cross-Over
Date”: The first Distribution Date on which the Certificate Balances of each Pooled Regular Interest (other than the
Class A-1, Class A-2, Class A-3, Class A-4 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 


 



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Mortgage Loan Group, for purposes of this definition, the “remaining
Crossed Underlying Loans”) (i) the weighted average Debt Service Coverage Ratio for all the remaining Crossed Underlying
Loans for the four most recently reported calendar quarters preceding the repurchase or substitution shall not be less than the
greater of (a) the weighted average Debt Service Coverage Ratio for the entire such Crossed Mortgage Loan Group, including
the affected Crossed Underlying Loan(s), for the four most recently reported calendar quarters preceding the repurchase or substitution,
and (b) 1.25x, (ii) the weighted average LTV Ratio for all the remaining Crossed Underlying Loans determined at the time
of repurchase or substitution based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan
Seller shall not be greater than the least of (a) the weighted average LTV Ratio for the entire such Crossed Mortgage Loan
Group, including the affected Crossed Underlying Loan(s), determined at the time of repurchase or substitution based upon an Appraisal
obtained by the Special Servicer at the expense of the related Mortgage Loan Seller, (b) the weighted average LTV Ratio for
the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), as of the Cut-off Date and (c) 75%,
(iii) the related Mortgage Loan Seller, at its expense, shall have furnished the Trustee and the Certificate Administrator
with an Opinion of Counsel that any modification relating to the repurchase or substitution of a Crossed 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


 



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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 the 85 Broad Street Trust Subordinate Companion Loan, the related Due Date of such Mortgage
Loan and the 85 Broad Street Trust Subordinate Companion Loan in June 2017, or with respect to any Mortgage Loan that has its first
Due Date in July 2017, the date that would have otherwise been the related Due Date in June 2017.


 


“Cut-off Date
Balance”: With respect to any Mortgage Loan and the 85 Broad Street Trust Subordinate Companion Loan, the outstanding
principal balance of such Mortgage Loan and 85 Broad Street 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


 



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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 the 85 Broad Street 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 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, 85 Broad Street 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
and 85 Broad Street VRR Interest) be Definitive Certificates. For the avoidance of doubt, any HRR Certificate, VRR Interest or
85 Broad Street VRR Interest shall at all times during the Transfer Restriction Period be evidenced by Definitive Certificates
(or with respect to the VRR Interest and 85 Broad Street 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.


 






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


 


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


 


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


 


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


 


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


 


(3)           a
copy of the Mortgage;


 


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


 


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


 


(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;


 






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


 


(13)         the
related Mortgagor tax ID;


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(k)           a
copy of all zoning reports;


 


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


 


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


 


(n)           a
copy of all UCC searches;


 


(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


 






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(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 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


 



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the identity of the Directing Certificateholder has not changed until such parties
receive written notice of a replacement of the Directing Certificateholder from a party holding the requisite interest in the Controlling
Class (as confirmed by the Certificate Registrar), or the resignation of the then-current Directing Certificateholder.


 


“Directing Holder”:
Means:


 


(a)            with
respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan, Servicing Shift Mortgage Loan or the 85 Broad Street Mortgage
Loan) or Serviced Whole Loan (other than the 85 Broad Street Whole Loan), the Directing Certificateholder;


 


(b)           with
respect to the 85 Broad Street Whole Loan, (i) for so long as no 85 Broad Street Trust Subordinate Companion Loan Control Termination
Event exists, the 85 Broad Street Directing Holder and (ii) for so long as an 85 Broad Street Trust Subordinate Companion Loan
Control Termination Event exists, the Directing Certificateholder;


 


(c)           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


 


(d)           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


 



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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(e).


 


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


 


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


 


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


 


“Disqualified
Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the United
States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing,
(iii) any organization that is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511
of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code)
with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code),
(iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (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


 



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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 85 Broad Street 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 July 2017. The initial
Distribution Date shall be July 17, 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.


 


“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


 



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Trustee or the Certificate Administrator), (A) the long-term unsecured debt obligations of
which are rated at least “A2” by Moody’s, if the deposits are to be held in such account for thirty (30) days
or more, and the short-term debt obligations of which have a short-term rating of not less than “P-1” by Moody’s,
if the deposits are to be held in such account for less than thirty (30) days and (B) the long-term unsecured debt obligations
of which are rated at least “A” by Fitch (to the extent rated by Fitch), if the deposits are to be held in such account
for thirty (30) days or more, and the short-term debt obligations of which have a short term rating of not less than “F1”
from Fitch (to the extent rated by Fitch), if the deposits are to be held in such account for less than thirty (30) days and (C)
the long-term unsecured debt obligations of which are rated at least “A” by DBRS (if then rated by DBRS, or if not
rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Moody’s and/or Fitch or such
other rating confirmed in a Rating Agency Confirmation), if the deposits are to be held in such account for thirty (30) days or
more, and the short-term debt obligations of which have a short-term rating of not less than “R-1(middle)” from DBRS
(if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include
Moody’s and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation), if the deposits are to be held in
such account for less than thirty (30) days; (ii) an account or accounts maintained with Wells Fargo Bank, National Association
so long as Wells Fargo Bank, National Association’s long-term unsecured debt rating shall be at least “A2” from
Moody’s and “A” from Fitch (to the extent rated by Fitch) (if the deposits are to be held in the account for
more than thirty (30) days) and “A” from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating
(or higher) by at least two (2) NRSROs (which may include Moody’s and/or Fitch) or Wells Fargo Bank, National Association’s
short-term deposit or short-term unsecured debt rating shall be at least “P-1” from Moody’s and “F2”
from Fitch (to the extent rated by Fitch) (if the deposits are to be held in the account for thirty (30) days or less) and
“R-1 (middle)” from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating by at least two (2)
NRSROs (which may include Moody’s and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation); (iii) an
account or accounts maintained with PNC Bank, National Association so long as PNC Bank, National Association’s long term
unsecured debt or deposit rating shall be at least “A2” from Moody’s and “A” from Fitch (to the extent
rated by Fitch) (if the deposits are to be held in the account for more than thirty (30) days) and “A” from DBRS (if
then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Moody’s
and/or Fitch) or PNC Bank, National Association’s short term deposit or short term unsecured debt rating shall be at least
“P-1” from Moody’s and “F2” from Fitch (to the extent rated by Fitch) (if the deposits are to be
held in the account for thirty (30) days or less) and “R-1 (middle)” from DBRS (if then rated by DBRS, or if not rated
by DBRS, an equivalent rating by at least two (2) NRSROs (which may include Moody’s and/or Fitch) or such other rating confirmed
in a Rating Agency Confirmation); (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) – (iii)
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) –(iv) above with respect to which a Rating Agency Confirmation
has been obtained from each and every Rating Agency and a confirmation of the applicable rating agencies that


 



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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 that has a long-term unsecured debt rating of at least “A2” from Moody’s
(if the deposits are to be held in the account for more than thirty (30) days) or a short-term unsecured debt rating of at least
“P-1” from Moody’s (if the deposits are to be held in the account for thirty (30) days or less) and that, in
either case, has corporate trust powers, acting in its fiduciary capacity, provided that any state chartered depository
institution or trust company is subject to regulation regarding fiduciary funds substantially similar to 12 C.F.R. § 9.10(b).
Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate of deposit, passbook or other similar
instrument.


 


“Eligible Asset
Representations Reviewer”: An institution that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of Moody’s, Fitch, KBRA, DBRS, S&P and Morningstar and that has not been a special
servicer, operating advisor or asset representations reviewer on a transaction for which Moody’s, Fitch, KBRA, DBRS, S&P
and Morningstar has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction
citing servicing or other relevant concerns with the special servicer, operating advisor or asset representations reviewer, as
applicable, as the sole or material factor in such rating action, (b) can and will make the representations and warranties set
forth in Section 6.01(d), (c) is not (and is neither affiliated nor Risk Retention Affiliated with) a Sponsor, a Mortgage
Loan Seller, any originator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee,
the Directing Holder, the Directing Certificateholder, the 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
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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 have at least five
(5) years of experience in collateral analysis and loss projections and (y) has at least five (5) years of experience in commercial
real estate asset management and experience in the workout and management of distressed commercial real estate assets and (f) that
does not directly or indirectly, through one or more Affiliates or otherwise, own or have derivative exposure in any interest in
any Certificates, the Mortgage Loans or otherwise have any financial interest in the securitization transaction to which this Agreement
relates, other than in fees from its role as Operating Advisor and Asset Representations Reviewer (to the extent it also acts as
the Asset Representations Reviewer).


 


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


 


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


 


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


 


“Environmental
Indemnity Agreement”: With respect to any Mortgage Loan or the 85 Broad Street Trust Subordinate Companion Loan, any
agreement between the Mortgagor (or a guarantor thereof) and the originator of such Mortgage Loan or the 85 Broad Street 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-E or Class V2 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


 



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date
of the acquisition of such Certificate by a Plan. As of the Closing Date, each of the Class E, Class F and Class NR Certificates
is an ERISA Restricted Certificate.


 


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


 


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


 


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


 


“Excess Interest
Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts (or as
a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National
Association, as Trustee, and the registered Holders of CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2017-C8, Class V1-E, Class V2 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-E, Class V2 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)


 



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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
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 and (ii) with
respect to the 85 Broad Street Trust Subordinate Companion Loan, the aggregate of any Prepayment Interest Shortfalls resulting
from any principal prepayments made on the 85 Broad Street Trust Subordinate Companion Loan to be included in the 85 Broad Street
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 85 Broad Street 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 85 Broad Street 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 85 Broad Street Directing Certificateholder) or any Controlling Class Certificateholder
becoming an “Excluded Controlling Class Holder”, such Directing Certificateholder (or the 85 Broad Street Directing
Certificateholder) or Controlling Class Certificateholder, as applicable, shall provide notice in the form of Exhibit P-1E
hereto to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator, which
notice shall be physically delivered in accordance with Section 13.05 of this Agreement and shall specifically


 



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


 


“Excluded Controlling
Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Directing Certificateholder
or any Controlling Class Certificateholder (or, with respect to the 85 Broad Street Whole Loan prior to the continuation of an
85 Broad Street Trust Subordinate Companion Loan Control Termination Event, the 85 Broad Street Directing Holder or 85 Broad Street
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, prior to the continuation of an 85 Broad Street Trust Subordinate Companion
Loan Control Termination Event, the 85 Broad Street Directing


 



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Certificateholder or 85 Broad Street 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 85 Broad Street 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 or (ii) the 85 Broad Street 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 85 Broad Street 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 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.


 


“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


 



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


 


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


 


“Final Recovery
Determination”: A reasonable determination by the Special Servicer, in consultation with the applicable Directing Holder
(if related to a Mortgage Loan (or the 85 Broad Street 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 or defaulted 85 Broad Street Trust Subordinate Companion Loan) or Corrected Loan
or REO Property (other than a Mortgage Loan, REO Property or the 85 Broad Street 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 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.


 






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“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) and the 85 Broad Street 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 and the 85 Broad Street Trust Subordinate Companion Loan
pursuant to the related Intercreditor Agreement) over (ii) the Purchase Price for such Mortgage Loan and the 85 Broad Street
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 Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of CSAIL 2017-C8 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2017-C8, 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 holder
of the Garden Multifamily Portfolio Companion Loans and the holder of the Garden Multifamily Portfolio Mortgage Loan, relating
to the relative rights of such holders of the Garden Multifamily Portfolio Whole Loan, as the same may be amended in accordance
with the terms thereof.


 


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


 






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


 


“Garden Multifamily
Portfolio Mortgaged Property”: The Mortgaged Properties that secures the Garden Multifamily Portfolio Whole Loan.


 


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


 


“Grace Period”:
The number of days before a payment default is an event of default under the related Mortgage Loan or the 85 Broad Street 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-E
and Class V2 Certificates in accordance with the Class Z Percentage Interest, the Class V1-E Percentage Interest and the Class
V2 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.


 






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“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.


 


“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,


 



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the Master Servicer, any Companion Holder, the 85 Broad Street
Directing Holder or the Trust, delivered to the Trustee, any Companion Holder, the 85 Broad Street 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 the Master Servicer and the Special Servicer)
upon receipt by the Trustee, the Certificate Administrator, the Operating Advisor and the Master Servicer of an Opinion of Counsel,
which shall be at no expense to the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor or the Trust,
to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified,
that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property to cease to qualify
as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or cause any income realized in
respect of such REO Property to fail to qualify as Rents from Real Property.


 


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


 


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


 


“Initial Requesting
Certificateholder”: The first Certificateholder or Certificate Owner to deliver a Repurchase Request as described in
Section 2.03(k) with respect to a Mortgage Loan or the 85 Broad Street 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 the 85 Broad
Street 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).


 






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


 


“Insurance and
Condemnation Proceeds”: All proceeds received under any Insurance Policy or in connection with the full or partial condemnation
of a Mortgaged Property, in either case, to the extent such proceeds are not applied to the restoration of the related Mortgaged
Property or released to the Mortgagor or any tenants or ground lessors, in either case, in accordance with the Servicing Standard
(and in the case of (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 and (ii) the 85 Broad Street 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 85 Broad Street Mortgage Loan and the 85 Broad Street 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 85 Broad Street Co-Lender Agreement, 245 Park Avenue Co-Lender Agreement, Apple Sunnyvale Co-Lender
Agreement, Urban Union Amazon Co-Lender Agreement, Broadway Portfolio Co-Lender Agreement, St. Luke’s Office Co-Lender Agreement,
Columbus Office Portfolio I Co-Lender Agreement, Acropolis Garden Co-Lender Agreement, Alexandria Corporate Park Co-Lender Agreement,
Garden Multifamily Portfolio Co-Lender Agreement, Marble Hall Garden Co-Lender Agreement and any AB Intercreditor Agreement and
any intercreditor agreement entered into in connection with the issuance to the direct or indirect equity holders in the Mortgagor
of any existing mezzanine indebtedness or any future mezzanine indebtedness permitted under the related Mortgage Loan documents.


 


“Interest Accrual
Amount”: With respect to any Distribution Date and any 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.


 






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“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.


 


“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 Wilmington Trust, National Association, as Trustee, for the benefit
of the Holders of Commercial Mortgage Pass-Through Certificates, Series 2017-C8, 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, one-month’s interest on that amount remaining unpaid at the Weighted Average
Net Mortgage Rate 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


 



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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 or an 85 Broad
Street 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 or an 85 Broad
Street Controlling Class Certificateholder, as applicable, such Person shall only receive access to the Distribution Date Statements
prepared by the Certificate Administrator, (iii) (other than with respect to a Companion Holder) that, except in the case
of a prospective purchaser of a Certificate, such Person has received a copy of the final Prospectus and (iv) such Person
agrees to keep any Privileged Information confidential and will not violate any securities laws; provided, however,
that any Excluded Controlling Class Holder (i) shall be permitted to reasonably request and obtain in accordance with Section 4.02(f)
of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded
Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling
Class Holder via the Certificate Administrator’s Website) and (ii) shall be considered a Privileged Person for all other
purposes, except with respect to its ability to obtain information with respect to any related Excluded Controlling Class Loan.


 


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


 


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


 


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


 



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


 


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


 


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


 


“Liquidation
Event”: With respect to any Mortgage Loan or the 85 Broad Street 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 the 85 Broad Street Trust
Subordinate Companion Loan is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage Loan
or the 85 Broad Street Trust Subordinate Companion Loan; (iii) such Mortgage Loan or the 85 Broad Street 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 the 85 Broad Street Trust Subordinate Companion Loan is purchased by the Special Servicer,
or by any Companion Holder, the 85 Broad Street 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 the 85 Broad Street 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 Loan or the 85 Broad Street 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


 



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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 85 Broad Street Trust Subordinate Companion Loan, in connection
with an optional termination of the Trust; or (f) if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan solely
because of a Servicing Transfer Event described in clause (i) or (ii) of the definition of “Servicing
Transfer Event”, Liquidation Proceeds are received within ninety (90) days following the related Maturity Date as a result
of such Mortgage Loan or Serviced Whole Loan being refinanced or otherwise repaid in full (but, 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


 



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Mortgagor to the extent provided for in, or not prohibited
by, the related loan documents); provided that the Liquidation Fee with respect to any Specially Serviced Loan will be reduced
by the amount of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage
Loan and any related Companion Loan, or REO Property and received by the Special Servicer as compensation within the prior twelve
(12) months, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee; provided,
however, that no Liquidation Fee will be less than $25,000. No Liquidation Fee shall be payable in connection with a Loss
of Value Payment by a Mortgage Loan Seller, if the applicable Mortgage Loan Seller makes such Loss of Value Payment during the
Initial Cure Period.


 


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


 


“Liquidation
Proceeds”: Cash amounts received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the
liquidation (including a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted Loan
or defaulted Companion Loan, if applicable, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive
of any portion thereof required to be released to the related Mortgagor in accordance with applicable law and the terms and conditions
of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Mortgagor;
(iii) any sale of (A) a Specially Serviced Loan pursuant to Section 3.16(a) or (B) any REO Property
pursuant to Section 3.16(b); (iv) the repurchase of a Mortgage Loan or the 85 Broad Street 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, the 85 Broad Street 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 the related mezzanine lender pursuant to Section 3.16
and the related Intercreditor Agreement, (B) the 85 Broad Street Whole Loan by the holder of an 85 Broad Street Non-Trust Subordinate
Companion Loan after it has become a Specially Serviced Loan, (C) the Apple Sunnyvale Whole Loan by the holder of the related Subordinate
Companion Loan after it has become a Specially Serviced Loan or (D) the Urban Union Amazon Whole Loan by the holder of the related
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 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,


 



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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
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
Controlling Companion Loan 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 Acropolis Garden Whole Loan will initially
be Natixis Real Estate Capital LLC, as the holder of the related Controlling Companion Loan. As of the Closing Date, the Loan-Specific
Directing Certificateholder with respect to the Garden Multifamily Portfolio Whole Loan will initially be Benefit Street Partners
CRE Finance LLC, as the holder of the related Controlling Companion Loan.


 


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


 


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


 


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


 


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


 


“Lower-Tier
Principal Amount”: With respect to any Class of Lower-Tier Regular Interests or 85 Broad Street 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.


 






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“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-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) of this Agreement.


 


“Lower-Tier
REMIC”: One of three 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 85 Broad Street 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 Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of CSAIL 2017-C8 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2017-C8, Lower-Tier REMIC Distribution Account”. Any such account, accounts or
sub-accounts shall be an Eligible Account.


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


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


 


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


 






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


 


“Marble Hall
Gardens Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of June 29, 2017, by and between the holder
of the Marble Hall Gardens Companion Loan and the holder of the Marble Hall Gardens Mortgage Loan, relating to the relative rights
of such holders of the Marble Hall Gardens Whole Loan, as the same may be amended in accordance with the terms thereof.


 


“Marble Hall
Gardens Companion Loan”: With respect to the Marble Hall Gardens Whole Loan, the Companion Loan evidenced by the related
promissory note A-2 made by the related Mortgagor and secured by the Mortgage on the Marble Hall Gardens Marble Hall Gardens Mortgaged
Property, which is not included in the Trust and which is pari passu in right of payment with the Marble Hall Gardens Mortgage
Loan to the extent set forth in the Marble Hall Gardens Co-Lender Agreement.


 


“Marble Hall
Gardens Mortgage Loan”: With respect to the Marble Hall Gardens Whole Loan, the Mortgage Loan that is included in the
Trust (identified as Mortgage Loan No. 25 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and is pari
passu in right of payment with the Marble Hall Gardens Companion Loan to the extent set forth in the Marble Hall Gardens Co-Lender
Agreement.


 


“Marble Hall
Gardens Mortgaged Property”: The Mortgaged Property that secures the Marble Hall Gardens Whole Loan.


 


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


 


“Master Servicer”:
With respect to each of the Mortgage Loans and the 85 Broad Street Trust Subordinate Companion Loan, Wells Fargo Bank, National
Association, and its successors in interest and assigns, or any successor appointed as allowed herein.


 


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


 


“Material Defect”:
With respect to any Mortgage Loan or the 85 Broad Street 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 the 85 Broad Street
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 the 85 Broad Street 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


 






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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).


 


“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 85 Broad Street Trust
Subordinate Companion Loan shall refer to the Mortgage File for the 85 Broad Street Mortgage Loan and the Mortgage Note evidencing
the 85 Broad Street 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 “Wilmington


 






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Trust,
National Association, as Trustee, on behalf of the registered Holders of CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2017-C8” or in blank and further showing a complete, unbroken chain of endorsement from
the originator (or, if the original Mortgage Note has been lost, an affidavit to such effect from the applicable Mortgage Loan
Seller or another prior holder, together with a copy of the Mortgage Note and an indemnity properly assigned and endorsed to the
Trustee);


 


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


 


(iii)         an original Assignment of Mortgage in favor of “Wilmington Trust, National Association, as Trustee, on behalf of
the registered holders of CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C8”
or in blank and, in the case of any Serviced Whole Loan, “Wilmington Trust, National Association, as Trustee, on behalf
of the registered holders of CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C8
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 “Wilmington Trust, National Association, as Trustee, on behalf of the registered holders of CSAIL 2017-C8 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C8” or in blank and, in the case of any Serviced
Whole Loan, “Wilmington Trust, National Association, as Trustee, on behalf of the registered holders of CSAIL 2017-C8 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C8 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 “Wilmington Trust,
National Association, as Trustee,


 






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on
behalf of the registered Holders of CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2017-C8” or in blank or, in the case of a Serviced Whole Loan, in favor of “Wilmington Trust, National Association,
as Trustee, on behalf of the registered holders of CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2017-C8 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 “Wilmington Trust, National Association, as Trustee, on behalf of the registered
Holders of CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C8” and,
in the case of any Serviced Whole Loan, “Wilmington Trust, National Association, as Trustee, on behalf of the registered
holders of CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C8 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;


 






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(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)       other than with respect to the Mortgage Loan secured by the Mortgaged Property identified as Acropolis Garden on Exhibit
B hereto, the original or a copy of any property management agreement relating to such Mortgage Loan or a related Serviced Whole
Loan;


 


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


 


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


 


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


 


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


 






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connection with any Non-Serviced
Mortgage Loan, the preceding document delivery requirements will be met by the delivery by the applicable Mortgage Loan Seller
of copies of the documents specified above (other than the Mortgage Note and intervening endorsements evidencing such Mortgage
Loan, with respect to which the original shall be required) including a copy of the Mortgage securing the applicable Mortgage Loan,
and any assignments or other transfer documents referred to in clauses (iii), (iv), (v), (vi), (ix) and (x) above as being
in favor of the Trustee shall instead be in favor of the applicable Non-Serviced Trustee and need only be in such form as was delivered
to the applicable Non-Serviced Trustee or a custodian on its behalf, (f) in connection with any Non-Serviced Mortgage Loan,
any and all document delivery requirements with respect to the related Mortgage File (or any portion thereof) set forth herein
or in the related Mortgage Loan Purchase Agreement will also be satisfied by the delivery, in compliance with the terms of the
related Non-Serviced PSA, by the applicable Mortgage Loan Seller of the documents specified above (other than the Mortgage Note
and intervening endorsements evidencing such Mortgage Loan) to the custodian under the related Non-Serviced PSA (in such form as
was delivered to the custodian under the related Non-Serviced PSA) and (g) in connection with any Servicing Shift Mortgage Loan,
the foregoing documents shall be delivered to the Custodian by the applicable Mortgage Loan Seller on or prior to the Closing Date
and such documents (other than the documents described in clause (i) above) shall be transferred to the custodian pursuant
to Section 2.01(h).


 


“Mortgage Loan”:
Each of the mortgage loans (other than the 85 Broad Street Trust Subordinate Companion Loan) 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 85 Broad Street Trust Subordinate Companion Loan.


 


“Mortgage Loan
Schedule”: The list of Mortgage Loans and the 85 Broad Street Trust Subordinate Companion Loan 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 the 85 Broad Street Trust Subordinate Companion Loan so transferred:


 


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


 






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(ii)           the Mortgagor’s name;


 


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


 


(iv)          the Mortgage Rate in effect at origination;


 


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


 


(vi)          the original principal balance;


 


(vii)         the Cut-off Date Balance;


 


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


 


(ix)           the original and remaining amortization terms;


 


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


 


(xi)          the applicable Servicing Fee Rate;


 


(xii)         whether the Mortgage Loan or the 85 Broad Street Trust Subordinate Companion Loan is a 30/360 Mortgage Loan or an Actual/360
Mortgage Loan;


 


(xiii)        whether such Mortgage Loan or the 85 Broad Street 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 the 85 Broad Street Trust Subordinate Companion Loan and the Mortgage Loan
Seller;


 


(xvi)        whether the related Mortgage Loan or the 85 Broad Street Trust Subordinate Companion Loan has a guarantor;


 


(xvii)       whether the related Mortgage Loan or the 85 Broad Street 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;


 






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(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 the 85 Broad Street 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 the 85 Broad Street Trust Subordinate Companion Loan, if any; and


 


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


 


Such Mortgage Loan Schedule
shall also set forth the aggregate of the amounts described under clause (vii) above for all of the Mortgage Loans
and the 85 Broad Street Trust Subordinate Companion Loan. 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
and (iii) BSP.


 


“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 the 85 Broad Street 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 the 85 Broad Street 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 the 85 Broad Street 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


 






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obligations
of the original obligor under the Mortgage Note and including in connection with any Mortgage Loan or the 85 Broad Street 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 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), the 85 Broad Street Trust Subordinate
Companion Loan and any REO Loan (including any portion of an REO Loan related to the 85 Broad Street 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 the 85 Broad Street Trust Subordinate
Companion Loan will be determined without regard to any modification, waiver or amendment of the terms of the related Mortgage
Loan or the 85 Broad Street 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 the 85 Broad Street 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 Weighted Average Net Mortgage Rates on the Regular Certificates,
the Net Mortgage Rate of such Mortgage Loan or the 85 Broad Street 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 the 85
Broad Street 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 the 85 Broad Street 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 the 85 Broad Street 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


 






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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 the 85 Broad Street
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.


 


“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), the 85 Broad Street Trust Subordinate Companion Loan or REO Loan (including any portion of an
REO Loan related to the 85 Broad Street 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, the 85 Broad Street
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


 






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only
a portion, and not all, of any previously made or proposed P&I Advance is a Nonrecoverable P&I Advance, the Master Servicer
and the Trustee shall have the right to make its own subsequent determination that any remaining portion of any such previously
made or proposed P&I Advance is a Nonrecoverable P&I Advance. With respect to any Non-Serviced Whole Loan, if any Non-Serviced
Master Servicer or Non-Serviced Special Servicer, as applicable, in connection with a securitization of the related Non-Serviced
Companion Loan determines that a principal and interest advance with respect to the related Non-Serviced Companion Loan, if made,
would be a “nonrecoverable P&I advance”, such determination shall not be binding on the Master Servicer and the
Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Mortgage Loan. Similarly, with
respect to the related Non-Serviced Mortgage Loan, if the Master Servicer, the Special Servicer or the Trustee, as applicable,
determines that any P&I Advance with respect to a related Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable P&I
Advance, such determination shall not be binding on the related Non-Serviced Master Servicer and related Non-Serviced Trustee
as it relates to any proposed P&I Advance with respect to the related Non-Serviced Companion Loan (unless the related Non-Serviced
PSA provides otherwise). In making such recoverability determination, the Master Servicer, the Special Servicer or the Trustee,
as applicable, will be entitled (a) to consider (among other things) (i) the obligations of the Mortgagor under the
terms of the related Mortgage Loan or Companion Loan as it may have been modified and (ii) the related Mortgaged Properties
in their “as-is” or then-current conditions and occupancies, as modified by such party’s assumptions (consistent
with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business judgment
in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of future adverse changes
with respect to such Mortgaged Properties, (b) to estimate and consider (among other things) future expenses, (c) to
estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer and the Special Servicer or in
its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) the timing
of recoveries, and (d) to give due regard to the existence of any Nonrecoverable Advances which, at the time of 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 or the 85 Broad Street 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 the 85 Broad Street Trust Subordinate Companion Loan are a source of reimbursement
not only for the P&I Advance under consideration, but also as a potential source of reimbursement of such Nonrecoverable Advance
or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. In addition, any such Person may update
or change its recoverability determinations at any time (but not reverse any other Person’s determination that an Advance
is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer or in its good faith
business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain at the expense of the


 






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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 the 85 Broad Street 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 Certificate shall set forth such determination of nonrecoverability and the considerations of the Master Servicer,
the Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall be accompanied by, to
the extent available, income and expense statements, rent rolls, occupancy status, property inspections and any other information
used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to make such determination and shall include
any existing Appraisal of the related Mortgage Loan or the 85 Broad Street Trust Subordinate Companion Loan, or the related Mortgaged
Property). The Trustee shall be entitled to conclusively rely on the Master Servicer’s or Special Servicer’s determination
that a P&I Advance is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special
Servicer’s determination that a P&I Advance is or would be nonrecoverable, 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


 






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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 85 Broad Street Whole Loan, the Master
Servicer will be entitled to recover such Workout-Delayed Reimbursement Amount from general collections on deposit in the Collection
Account for the mortgage pool including the related 85 Broad Street 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 the 85 Broad Street 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,


 






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to
any Other Servicer), the Trustee, the Certificate Administrator and the 17g-5 Information Provider notice of such determination.
Any such determination may be conclusively relied upon by, and shall be binding upon, the Master Servicer, 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 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 85 Broad Street Loan-Specific Certificates, as applicable, then-outstanding for which, in either case (a) (1) the initial Certificate
Balance of such Class of Certificates minus (2) the sum (without duplication) of (x) any payments of principal (whether as Principal
Prepayments or otherwise) previously distributed to the Holders of such Class of Certificates, (y) any Appraisal Reduction Amounts
allocated to such Class of Certificates as of the date of determination and (z) any Realized Losses previously allocated to such
Class of Certificates, is equal to or greater than (b) 25% of the remainder of (i) the initial Certificate Balance of such Class
of Certificates less (ii) any payments of principal


 






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(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) 85 Broad Street 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 D, Class E, Class F, Class NR, Class V1-A,
Class V1-B, Class V1-D, Class V1-E, Class 85BD-A, Class 85BD-B, Class 85BD-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 the 245 Park Avenue Companion Loans, the 245 Park Avenue Subordinate Companion Loans, the Acropolis
Garden Companion Loan (on or after the related Servicing Shift Securitization Date) and the Garden Multifamily Portfolio Companion
Loan (on or after the related Servicing Shift Securitization Date).


 


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


 


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


 


“Non-Serviced
Intercreditor Agreement”: Each of the 245 Park Avenue Co-Lender Agreement, the Acropolis Garden Co-Lender Agreement (on
or after the related Servicing Shift Securitization Date) and the Garden Multifamily Co-Lender Agreement (on or after the related
Servicing Shift Securitization Date).


 


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


 


“Non-Serviced
Mortgage Loan”: Each of the 245 Park Avenue Mortgage Loan, the Acropolis Garden Mortgage Loan (on or after the related
Servicing Shift Securitization Date) and the Garden Multifamily Portfolio Mortgage Loan (on or after the related Servicing Shift
Securitization Date).


 






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“Non-Serviced
Mortgaged Property”: Each of the 245 Park Avenue Mortgaged Property, the Acropolis Garden Mortgaged Property (on or after
the related Servicing Shift Securitization Date) and the Garden Multifamily Portfolio Mortgaged Property (on or after the related
Servicing Shift Securitization Date).


 


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


 


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


 


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


 


“Non-Serviced
PSA”: Each of the 245 Park Avenue Trust 2017-245 Trust and Servicing Agreement, or, on and after a Servicing Shift Securitization
Date, the related Servicing Shift PSA, as applicable.


 


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


 


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


 


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


 


“Non-Serviced
Whole Loan”: Each of the 245 Park Avenue Whole Loan, the Acropolis Garden Whole Loan (on and after the related Servicing
Shift Securitization Date) and the Garden Multifamily Portfolio Whole Loan (on and after the related Servicing Shift Securitization
Date).


 


“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


 






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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 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-SB, Class A-S, Class B, Class C, Class X-A and Class X-B Certificates.


 


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


 


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


 


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


 


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


 


“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).


 


“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


 






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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, 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, the 85 Broad Street Trust Subordinate Companion Loan and any REO Mortgage Loan
(in each case, excluding any Non-Serviced Mortgage Loan, Servicing Shift Mortgage Loan and any other Companion Loan), the fee payable
to the Operating Advisor pursuant to Section 3.26(h).


 


“Operating Advisor
Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per annum
rate of (i) 0.00222% with respect to all Mortgage Loans (except the Apple Sunnyvale Mortgage Loan, the Urban Union Amazon
Mortgage Loan, Broadway Portfolio Mortgage Loan, the St. Luke’s Office Mortgage Loan, the Columbus Office Portfolio I Mortgage
Loan, the Alexandria Corporate Park Mortgage Loan and the Marble Hall Gardens Mortgage Loan) and the 85 Broad Street Trust Subordinate
Companion Loan; (ii) 0.00329% with respect to the Apple Sunnyvale Mortgage Loan; (iii) 0.00418% with respect to the Urban Union
Amazon Mortgage Loan; (iv) 0.00419% with respect to the Broadway Portfolio Mortgage Loan; (v) 0.00443% with respect to the St.
Luke’s Office Mortgage Loan; (vi) 0.00472% with respect to the Columbus Office Portfolio I Mortgage Loan; (vii) 0.00597%
with respect to the Alexandria Corporate Park Mortgage Loan; and (viii) 0.00874% with respect to the Marble Hall Gardens Mortgage
Loan. 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), and not for the benefit of any particular class of Certificateholders (as determined by the Operating
Advisor in the exercise of


 






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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,
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 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 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


 






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relating
to the operating advisor or of or relating to all or substantially all of its property; or


 


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


 


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


 


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


 


“Original Lower-Tier
Principal Amount”: With respect to any Class of Lower-Tier Regular Interest or 85 Broad Street 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 and the Class X-B 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. For the avoidance of doubt, any other trust and servicing agreement or pooling and
servicing agreement executed in connection with the securitization of the 85 Broad Street Pari Passu Companion Loan, the Apple
Sunnyvale Companion Loan, the Urban Union Amazon Companion Loan, the Broadway Portfolio Companion Loan, St. Luke’s Office
Companion Loan, Columbus Office Portfolio I Companion Loan, the Acropolis Garden Companion Loan, the Alexandria Corporate Park
Companion Loan, the Garden Multifamily Portfolio Companion


 






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Loans
and the Marble Hall Gardens Companion Loan shall be an Other Pooling and Servicing Agreement.


 


“Other Securitization”:
As defined in Section 11.06.


 


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


 


“Other 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, the 85 Broad Street Trust Subordinate Companion Loan or any REO Loan (but not any related Companion
Loan except for the 85 Broad Street 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.


 


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


 


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


 


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


 


“Pass-Through
Rate”: 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 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



 






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        Class

        
	 	
        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 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
	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 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, Class F and Class NR Regular Interests, and (v) the Class V2 Certificates will be entitled
to receive the Class V2 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 85 Broad Street Loan-Specific Certificates or 85 Broad Street Loan-Specific Regular Interest set forth below, the following
rates:


 


	
        Class

        
	 	
        Pass-Through Rate

        

	Class 85BD-A Certificates	 	Class 85BD-A Pass-Through Rate
	Class 85BD-A Regular Interest	 	Class 85BD-A Pass-Through Rate
	Class 85BD-B Certificates	 	Class 85BD-B Pass-Through Rate
	Class 85BD-B Regular Interest	 	Class 85BD-B Pass-Through Rate
	Class 85BD-C Certificates	 	Class 85BD-C Pass-Through Rate
	Class 85BD-C Regular Interest	 	Class 85BD-C Pass-Through Rate


 


The Class V-85 Certificates
will not have a Pass-Through Rate, but (i) the Class V1-85A Certificates will be entitled to receive the Class V1-85A
Percentage Interest of the sum of the interest distributable on the Class 85BD-A Regular Interest, (ii) the Class V1-85B


 






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Certificates
will be entitled to receive the Class V1-85B Percentage Interest of the sum of the interest distributable on the Class 85BD-B
Regular Interest, (iii) the Class V1-85C Certificates will be entitled to receive the Class V1-85C Percentage Interest of the
sum of the interest distributable on the Class 85BD-C Regular Interest, and (iv) the Class V2-85 Certificates will be entitled
to receive the Class V2-85 Percentage Interest of the sum of the interest distributable on the 85 Broad Street Loan-Specific Regular
Interests. With respect to each Class of 85 Broad Street Loan-Specific Regular Interests, the Net Mortgage Rate of the 85 Broad
Street 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 11.13.


 


“Periodic Payment”:
With respect to any Mortgage Loan or the related Companion Loan (including the 85 Broad Street Trust Subordinate Companion Loan),
the scheduled monthly payment of principal and/or interest (other than Excess Interest) on such Mortgage Loan or Companion Loan,
including any Balloon Payment, which is payable (as the terms of the applicable Mortgage Loan or Companion Loan may be changed
or modified in connection with a bankruptcy or similar proceedings involving the related Mortgagor or by reason of a modification,
extension, waiver or amendment granted or agreed to pursuant to the terms hereof) by a Mortgagor from time to time under the related
Mortgage Note and applicable law, without regard to any acceleration of principal of such Mortgage Loan or Companion Loan by reason
of default thereunder and without regard to any Excess Interest.


 


“Permitted Investments”:
Any one or more of the following obligations or securities (including obligations or securities of the Certificate Administrator,
or managed by the Certificate Administrator or any Affiliate of the Certificate Administrator, if otherwise qualifying hereunder),
regardless of whether issued by the Depositor, the Master Servicer, the Special


 






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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, Fannie Mae or Freddie Mac, other than an unsecured senior debt obligation
of Fannie Mae or Freddie Mac, shall be a Permitted Investment only if such investment would not result in the downgrading, withdrawal
or qualification of the then-current rating assigned by each Rating Agency to any Certificate (or, insofar as there is then outstanding
any class of Serviced Companion Loan Securities that are then rated by such Rating Agency, such class of securities) as evidenced
in writing;


 


(ii)          time deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after
the date of issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated
or organized under the laws of the United States of America or any State thereof and subject to supervision and examination by
federal or state banking authorities (A) with respect to Moody’s, (I) in the case of such investments with maturities of
thirty (30) days or less, the short term debt obligations of which are rated in the highest short term rating category by Moody’s
or the long term debt obligations of which are rated at least “A2” by Moody’s, (II) in the case of such investments
with maturities of three (3) months or less, but more than thirty (30) days, the short term obligations of which are rated in
the highest short term rating category by Moody’s and the long term obligations of which are rated at least “A1”
by Moody’s, (III) in the case of such investments with maturities of six (6) months or less, but more than three (3) months,
the short term obligations of which are rated in the highest short term rating category by Moody’s and the long term obligations
of which are rated at least “Aa3” by Moody’s, and (IV) in the case of such investments with maturities of more
than six (6) months, the short term obligations of which are rated in the highest short term rating category by Moody’s
and the long term obligations of which are rated “Aaa” by Moody’s (or, in each case, if permitted by the related
Mortgage Loan, if not rated by Moody’s, otherwise acceptable to Moody’s, as confirmed in writing that such investment
would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates),
(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 Fitch and KBRA (in the case of KBRA, if rated by KBRA), and (C)(i)
for maturities of less than three (3) months, a short-term rating of “R-1(high)” by DBRS (if then rated by DBRS and,
if not so rated, by two other NRSROs (which may be Moody’s and/or Fitch)), and (ii) for maturities greater than three (3)
months, a long-term rating of “AAA” by DBRS


 






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(if
then rated by DBRS and, if not so rated, by two other NRSROs (which may be Moody’s and/or Fitch)); or, in each case, such
other rating as is the subject of a Rating Agency Confirmation by such Rating Agency;


 


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


 


(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, and (A) if such debt
obligations have a term of three months or less, (1) the short-term obligations of which corporation are rated in the highest
short-term debt rating category of Fitch, KBRA (if then rated by KBRA) and DBRS (in the case of DBRS, if then rated by DBRS and
if not so rated, by two other NRSROs (which may be Moody’s and Fitch)) and (2) the short-term obligations of which corporation
are rated in the highest short-term rating category by Moody’s or the long-term obligations of which corporation are rated
at least “A2” by Moody’s, (B) if such debt obligations have a term of more than three months and not in excess
of six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency (with
respect to KBRA, if then rated by KBRA and with respect to DBRS, if then rated by DBRS and if not so rated by DBRS, by two other
NRSROs) and the long-term obligations of which corporation are rated at least “Aa3” by Moody’s and (C) if such
debt obligations have a term of more than six months, the short-term obligations of which corporation are rated in the highest
short-term rating category by each Rating Agency (with respect to KBRA, if then rated by KBRA and with respect to DBRS, if then
rated by DBRS and if not so rated by DBRS, by two other NRSROs) and the long-term obligations of which corporation are rated “Aaa”
by Moody’s (or, in the case of any such Rating Agency as set forth in sub-clauses (A) through (C) above, such
lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency) if the obligations mature within sixty (60)
days; provided, however, that securities issued by any particular corporation will not be Permitted Investments
to the extent that investment therein will cause the then outstanding principal amount of securities issued by such corporation
and held in the accounts established hereunder to exceed 10% of the sum of the aggregate principal balance and the aggregate principal
amount of all Permitted Investments in such accounts;


 


(v)          commercial paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation
not so incorporated, provided that the commercial paper is United States Dollar denominated and amounts payable thereunder
are not subject to any withholding imposed by any non-United States jurisdiction) (a)(1) in the case of such investments with
maturities of 30 days or less, the short term obligations of which


 






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corporation
are rated at least in the highest short-term debt rating category of Moody’s and “F1” by Fitch, or the long-term
obligations of which corporation are rated at least “A2” by Moody’s and “A” by Fitch, (2) in
the case of such investments with maturities of three months or less, but more than 30 days, the short-term obligations of
which are rated at least in the highest short-term debt rating category of Moody’s and “F1+” by Fitch, or the
long-term obligations of which are rated at least “AA-” by Fitch (with a short-term rating of “F1” by
Fitch) and “A2” by Moody’s, (3)(A) in the case of such investments with maturities of six months or less,
but more than three months, the short-term obligations of which are rated at least “P1” by Moody’s, and the
long-term obligations of which corporation are rated at least “Aa3” by Moody’s, and (B) in the case of
such investments with maturities of six months or less, but more than three months, the short-term obligations of which are rated
at least “F1+” by Fitch, or the long-term obligations of which corporation are rated at least “AA-” by
Fitch (with a short-term rating of “F1” by Fitch), and (4)(A) in the case of such investments with maturities of more
than six months, the short-term obligations of which are rated at least “P1” by Moody’s, and the long-term obligations
of which are rated at least “Aaa” by Moody’s, and (B) in the case of such investments with maturities of
more than six months, the short-term obligations of which are rated at least “F1+” by Fitch, or the long-term obligations
of which are rated at least “AA-” by Fitch (with a short-term rating of “F1” by Fitch), and (b)(1) the
short-term obligations of which corporation are rated in the highest short-term debt rating category of DBRS (or, if not rated
by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s and Fitch)) and, if it has
a term in excess of six months, the long-term debt obligations of which are rated “AAA” (or the equivalent) by DBRS
(or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s and Fitch))
and (2) such commercial paper is rated in the highest short-term category by KBRA (if then rated by KBRA) (or, in the case of
any such Rating Agency as set forth in subclauses (a) – (b) above, such lower rating as is the subject of
a Rating Agency Confirmation by such Rating Agency relating to the Certificates and any Serviced Companion Loan Securities);


 


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


 






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


 


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


 


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


 


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


 






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unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the transfer) to the
effect that the transfer of an Ownership Interest in any Class R Certificate to such Person will not cause any Trust REMIC to
fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Person that is a Disqualified Non-U.S.
Tax Person, (d) any partnership if any of its interests are (or under the partnership agreement are permitted to be) owned,
directly or indirectly (other than through a U.S. corporation), by a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person
with respect to whom income from the Class R Certificate is attributable to a foreign permanent establishment or fixed base, within
the meaning of an applicable income tax treaty, of the transferee or any other U.S. Tax Person.


 


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


 


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


 


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


 


“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 the 85
Broad Street 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 85 Broad Street 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-


 






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


 


(iv)         with respect to the Actual/360 Mortgage Loans (other than the 85 Broad Street Trust Subordinate Companion Loan) 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-E, Class V2 and Class
Z Certificates, as described in Section 4.01(l));


 


(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 85 Broad Street 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 remitted to the Lower-Tier REMIC Distribution Account pursuant to Section 3.21(b);


 






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


 


Notwithstanding the investment
of funds held in the Collection Account pursuant to Section 3.06, for purposes of calculating the 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 85 Broad Street 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-SB, Class A-S, Class B, Class C, Class X-A, Class X-B, 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-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, Class V2 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-SB, Class A-S, Class B, Class C, Class X-A, Class
X-B, Class D, Class E, Class F and Class NR Regular Interests.


 


“Pooled Serviced
AB Whole Loan”: Each of the Apple Sunnyvale Whole Loan and the Urban Union Amazon Whole Loan.


 


“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 and Class X-B 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


 






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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


 






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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 (i)
85 Broad Street Whole Loan, first, to the 85 Broad Street Non-Trust Subordinate Companion Loans and then, to the
related 85 Broad Street Trust Subordinate Companion Loan, and correspondingly to the related Loan-Specific Certificates and then
pro rata to the related Mortgage Loan and any related Pari Passu Companion Loan.


 


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


 


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


 


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


 


“Principal Balance
Certificates”: Each of the Class 85BD-A, Class 85BD-B, Class 85BD-C, Class A-1, Class A-2, Class A-3, Class A-4, Class
A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-85A, Class V1-85B, Class V1-85C, Class V1-A, Class
V1-B, Class V1-D, Class V1-E, Class V2 and Class V2-85 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
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


 






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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 the 85 Broad Street 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 being privileged by the Special Servicer and (iii) information subject to attorney-client
privilege. The Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer shall be entitled
to rely on any identification of materials as “attorney-client privileged” without liability for any such reliance
hereunder.


 


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


 






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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 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


 






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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 June 23, 2017.


 


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


 


“PTCE”:
Prohibited Transaction Class Exemption.


 






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“Purchase Price”:
With respect to any Mortgage Loan or the 85 Broad Street Trust Subordinate Companion Loan (with respect to the exercise of the
right to purchase the 85 Broad Street Mortgage Loan, the 85 Broad Street Trust Subordinate Companion Loan, the 85 Broad Street
Pari Passu Companion Loan and, if applicable, the 85 Broad Street Non-Trust Senior 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 the 85 Broad Street Trust Subordinate Companion Loan (or any
related REO Loan (excluding for such purpose, the related Companion Loan, if applicable)) as of the date of purchase; plus


 


(ii)          all accrued and unpaid interest on the Mortgage Loan or the 85 Broad Street Trust Subordinate Companion Loan (or any related
REO Loan (excluding for such purpose, the related Companion Loan, if applicable)), at the related Mortgage Rate in effect from
time to time (excluding any portion of such interest that represents Default Interest or Excess Interest on the ARD Loan), to,
but not including, the Due Date immediately preceding or coinciding with the Determination Date for the Collection Period of purchase;
plus


 


(iii)         all related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement
Rate, Special Servicing Fees (whether paid or unpaid) and any other additional trust fund expenses (except for Liquidation Fees)
in respect of such Mortgage Loan or the 85 Broad Street Trust Subordinate Companion Loan (or related REO Loan (excluding for such
purpose, the related Companion Loan, if applicable)), if any; plus


 


(iv)         if such Mortgage Loan (or the related REO Loan) or the 85 Broad Street Trust Subordinate Companion Loan is being repurchased
or substituted (other than with respect to the 85 Broad Street 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 the 85 Broad Street Trust Subordinate Companion Loan (or any related REO Loan); provided, however,
that such out-of-pocket expenses shall not include expenses incurred by Certificateholders or Certificate


 






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Owners
in instituting an Asset Review Vote Election, in taking part in an Asset Review vote or in exercising such Certificateholder’s
or Certificate Owner’s, as applicable, rights under the dispute resolution mechanics pursuant to Section 2.03(k) hereof; plus


 


(v)          Liquidation Fees, if any, payable with respect to such Mortgage Loan or the 85 Broad Street Trust Subordinate Companion
Loan (or related REO Loan (including for such purpose, to the extent required pursuant to the final paragraph hereof, the related
Companion Loan)) (which will not include any Liquidation Fees if such repurchase occurs prior to the expiration of the Extended
Cure Period); plus


 


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


 


(vii)        solely in the case of a repurchase by the 85 Broad Street Non-Trust Junior Subordinate Companion Loan Holder, the outstanding
principal balance of the 85 Broad Street 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.


 


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


 


“Qualified Insurer”:
(i) With respect to any Mortgage Loan, the 85 Broad Street 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) “A3” by Moody’s (or, if not rated by Moody’s, an
equivalent rating by (A) two other NRSROs (which may include Fitch, DBRS and/or KBRA) or (B) one NRSRO (which may include Fitch,
DBRS or KBRA) and A.M.


  






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Best
Company, Inc.), (b) “A(low) by DBRS (or, if not rated by DBRS, at least an equivalent rating as that listed above by one
other NRSRO (which may include Moody’s, KBRA or Fitch)) and (c) “A” by Fitch (or, if not rated by Fitch, at
least “A-” or an equivalent rating as “A-” by one other NRSRO (which may include Moody’s, KBRA or
DBRS)) 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 currently acting as a special servicer in a CMBS
transaction rated by Moody’s on a transaction-level basis (as to which CMBS transaction there are outstanding CMBS rated
by Moody’s), and (viii) is currently acting as a special servicer in a CMBS transaction rated by DBRS (as to which CMBS transaction
there are outstanding CMBS rated by DBRS), and (ix) is not a special servicer that has been cited by Moody’s, KBRA or DBRS
as having servicing concerns as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or
placement on “watch status” in contemplation of a rating downgrade or withdrawal) of securities in a transaction serviced
by the applicable servicer prior to the time of determination.


 


“Qualified Substitute
Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution will
be permitted) replacing a Mortgage Loan with respect to which a Material Defect exists that must, on the date of substitution:
(i) have an outstanding principal balance, after application of all scheduled payments of principal and interest due during
or prior to the month of substitution, whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage
Loan as of the Due Date in the calendar month during which the substitution occurs; (ii) have a Mortgage Rate not less than
the Mortgage Rate of the removed Mortgage Loan, determined without regard to any prior modification, waiver or amendment of the
terms of the removed Mortgage Loan;


 






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(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, in the case of 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 related Non-Serviced Primary Servicing Fee Rate) shall be lower than the highest fixed Pass-Through Rate (and not based
on, or subject to a cap equal to, the Weighted Average Net Mortgage Rate) of any Class of 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


 






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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”: (a) as to each Class of Certificates (other than the 85 Broad Street Loan-Specific Certificates),
the Distribution Date in June 2050 and (b) as to the 85 Broad Street Loan-Specific Certificates, the Distribution Date in June
2037.


 


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


 


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


 


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


 


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


 


“Realized Loss”:
The Pooled Realized Loss and the 85 Broad Street 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.


 


“Regular Certificates”:
Any of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B,
Class C, Class D, Class E, Class F, Class NR, Class 85BD-A, Class 85BD-B and Class 85BD-C Certificates.


 


“Regular Interests”:
Any of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B,
Class C, Class D, Class E, Class F, Class NR, Class 85BD-A, Class 85BD-B and Class 85BD-C Regular Interests.


 






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“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.


 


“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).


 






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


 


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


 


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


 


“REO Account”:
A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.14(b)
on behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit
of the related Serviced Companion Noteholder, which shall initially be entitled “Midland Loan Services, a Division of PNC
Bank, National Association” [or the applicable successor Special Servicer], as Special Servicer, on behalf of Wilmington
Trust, National Association, as Trustee, for the registered Holders of CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2017-C8 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 85 Broad Street Trust Subordinate Companion
Loan, the 85 Broad Street 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


 






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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 85 Broad Street Trust Subordinate Companion Loan, which will be available for amounts due to the 85 Broad Street
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 the 85 Broad Street 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 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 the 85 Broad Street 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


 






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the
extent allocable to a Companion Loan (other than the 85 Broad Street 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 11.13.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Required Third
Party Purchaser Retention Amount”: $29,158,000 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 the 85 Broad Street 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 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


 






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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, and (b) with respect to the 85 Broad Street Trust Subordinate Companion Loan, NREC, acting as Holder of the 85 Broad
Street VRR Interest, and any successor Holder of all or part of the 85 Broad Street VRR Interest.


 


“Retaining Sponsor”:
(a) With respect to the Pooled Certificates, NREC, acting as retaining sponsor as such term is defined under § 244.3(b) of
Credit Risk Retention Rules and (b) with respect to the 85 Broad Street Loan-Specific Certificates, NREC, acting as retaining sponsor
as such term is defined under § 244.3(b) of Credit Risk Retention Rules.


 


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


 


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


 


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


 


“Risk Retention
Consultation Party”: The Risk Retention Consultation Party shall be (i) with respect to the Mortgage Loans other than
the 85 Broad Street Whole Loan, the party selected by the holder or holders of more than 50% of the VRR Interest by Certificate
Balance and (ii) with respect to the 85 Broad Street Whole Loan, the party selected by the holder or holders of more than 50% of
the 85 Broad Street 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 or 85 Broad Street VRR Interest


 






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(as
confirmed by the Certificate Registrar), as applicable. The initial Risk Retention Consultation Party with respect to the Mortgage
Loans and the 85 Broad Street 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.


 


“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


 






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


 


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


 


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


 


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


 


“Serviced AB
Whole Loan”: Each of the 85 Broad Street Whole Loan, the Apple Sunnyvale Whole Loan and the Urban Union Amazon Whole
Loan.


 


“Serviced Companion
Loans”: The 85 Broad Street Pari Passu Companion Loan, the 85 Broad Street Trust Subordinate Companion Loan, the 85 Broad
Street Non-Trust Subordinate Companion Loans, the Apple Sunnyvale Companion Loans, the Urban Union Amazon Companion Loans, the
Broadway Portfolio Companion Loan, the St. Luke’s Office Companion Loan, the Columbus Office Portfolio I Companion Loan,
the Acropolis Garden Companion Loan (prior to the related Servicing Shift Securitization Date), the Alexandria


 






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Corporate
Park Companion Loan, the Garden Multifamily Portfolio Companion Loans (prior to the related Servicing Shift Securitization Date)
and the Marble Hall Garden Companion Loan.


 


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


 


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


 


“Serviced Mortgage
Loans”: The 85 Broad Street Mortgage Loan, the Apple Sunnyvale Mortgage Loan, the Urban Union Amazon Mortgage Loan, the
Broadway Portfolio Mortgage Loan, the St. Luke’s Office Mortgage Loan, the Columbus Office Portfolio I Mortgage Loan, the
Acropolis Garden Mortgage Loan (prior to the related Servicing Shift Securitization Date), the Alexandria Corporate Park Mortgage
Loan, the Garden Multifamily Portfolio Mortgage Loan (prior to the related Servicing Shift Securitization Date) and the Marble
Hall Gardens Mortgage Loan.


 


“Serviced Pari
Passu Companion Loans”: The 85 Broad Street Pari Passu Companion Loan, the Apple Sunnyvale Pari Passu Companion Loan,
the Urban Union Amazon Pari Passu Companion Loan, the Broadway Portfolio Companion Loan, the St. Luke’s Office Companion
Loan, the Columbus Office Portfolio I Companion Loan, the Acropolis Garden Companion Loan (prior to the related Servicing Shift
Securitization Date), the Alexandria Corporate Park Companion Loan, the Garden Multifamily Portfolio Companion Loans (prior to
the related Servicing Shift Securitization Date) and the Marble Hall Garden Companion Loan.


 


“Serviced Pari
Passu Mortgage Loan”: The 85 Broad Street Mortgage Loan, the Apple Sunnyvale Mortgage Loan, the Urban Union Amazon Mortgage
Loan, the Broadway Portfolio Mortgage Loan, the St. Luke’s Office Mortgage Loan, the Columbus Office Portfolio I Mortgage
Loan, the Acropolis Garden Mortgage Loan (prior to the related Servicing Shift Securitization Date), the Alexandria Corporate Park
Mortgage Loan, the Garden Multifamily Portfolio Mortgage Loan (prior to the related Servicing Shift Securitization Date) and the
Marble Hall Gardens Mortgage Loan.


 


“Serviced Pari
Passu Whole Loan”: The 85 Broad Street Whole Loan, the Apple Sunnyvale Whole Loan, the Urban Union Amazon Whole Loan,
the Broadway Portfolio Whole Loan, the St. Luke’s Office Whole Loan, the Columbus Office Portfolio I Whole Loan, the Acropolis
Garden Whole Loan (prior to the related Servicing Shift Securitization Date), the Alexandria Corporate Park Whole Loan, the Garden
Multifamily Portfolio Whole Loan (prior to the related Servicing Shift Securitization Date) and the Marble Hall Gardens 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.


 






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“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”: The 85 Broad Street Whole Loan, the Apple Sunnyvale Whole Loan, the Urban Union Amazon Whole Loan, the Broadway
Portfolio Whole Loan, the St. Luke’s Office Whole Loan, the Columbus Office Portfolio I Whole Loan, the Acropolis Garden
Whole Loan (prior to the related Servicing Shift Securitization Date), the Alexandria Corporate Park Whole Loan, the Garden Multifamily
Portfolio Whole Loan (prior to the related Servicing Shift Securitization Date) and the Marble Hall Gardens Whole Loan.


 


“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 the 85 Broad Street 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, the related Serviced Companion Loan), other than a Non-Serviced Mortgage Loan, in respect of which a default, delinquency
or other unanticipated event has occurred or as to which a default is reasonably foreseeable or (b) a Mortgaged Property securing
a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or an REO Property (other than an REO Property related to a Non-Serviced
Mortgage Loan), including, in the case of each of such clause (a) and clause (b), but not limited to, (x) the
cost of (i) compliance with the Master Servicer’s obligations set forth in Section 3.03(c), (ii) the
preservation, restoration and protection of a Mortgaged Property, (iii) obtaining any Insurance and Condemnation Proceeds
or any Liquidation Proceeds of the nature described in clauses (i) – (vi) of the definition of “Liquidation
Proceeds,” (iv) any enforcement or judicial proceedings with respect to a Mortgaged Property, including foreclosures
and (v) the operation, leasing, management, maintenance and liquidation of any REO Property and (y) any amount specifically
designated


 






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herein
to be paid as a “Servicing Advance”. Notwithstanding anything to the contrary, “Servicing Advances” shall
not include allocable overhead of the Master Servicer or the Special Servicer, such as costs for office space, office equipment,
supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses or costs and expenses
incurred by any such party in connection with its purchase of a Mortgage Loan or REO Property. None of the Master Servicer, the
Special Servicer or the Trustee shall make any Servicing Advance in connection with the exercise of any cure rights or purchase
rights granted to the holder of a 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 85 Broad Street Trust Subordinate Companion Loan and the 85 Broad Street Non-Trust
Subordinate Companion Loans, the “Servicing Fee Rate” shall be a per annum rate equal to 0.00250%. With respect
to the Apple Sunnyvale Companion Loan, the “Servicing Fee Rate” shall be a per annum rate equal to 0.00750%.
With respect to the Amazon Urban Union Subordinate Companion Loan, the “Servicing Fee Rate” shall be a per annum
rate equal to 0.00500%. With respect to each of the Serviced Pari Passu Companion Loans (and only prior to the related Servicing
Shift Securitization Date, in the case of any such Serviced Pari Passu Companion Loan that is part of a Servicing Shift Whole Loan),
the “Servicing Fee Rate” shall be a per annum rate equal to 0.0025%.


 


“Servicing File”:
A photocopy of all items required to be included in the Mortgage File, together with each of the following, to the extent such
items were actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and the 85 Broad Street 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 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


 






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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, each of (i) the Acropolis Garden Companion Loan identified
as note A-1 and (ii) the Garden Multifamily Portfolio Companion Loan identified as note A-2 will be a Servicing Shift Lead Note
related to the Trust.


 


“Servicing Shift
Mortgage Loan”: With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust Fund that will
be serviced under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the pooling and servicing


 






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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, each of (i) the Acropolis Garden Mortgage Loan and (ii) the Garden Multifamily Portfolio Mortgage Loan
will be a Servicing Shift Mortgage Loan related to the Trust.


 


“Servicing Shift
Securitization Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing Shift Lead
Note is included in a related Non-Serviced Trust, provided that such holder of a Servicing Shift Lead Note provides each
of the parties to this Agreement (in each case only to the extent such party will not also be a party to the related Non-Serviced
PSA) with notice in accordance with the terms of the related Intercreditor Agreement that such Servicing Shift Lead Note is to
be included in such Non-Serviced Trust which notice shall include contact information for the related Non-Serviced Master Servicer,
the Non-Serviced Special Servicer, the Non-Serviced Certificate Administrator and the Non-Serviced Trustee. The date on which either
of (i) the Acropolis Garden Companion Loan evidenced by promissory note A-1 is included in a securitization trust and (ii) the
Garden Multifamily Portfolio Companion Loan evidenced by promissory note A-2 is included in a securitization trust is a Servicing
Shift Securitization Date related to the Trust (subject to the proviso in the immediately preceding sentence).


 


“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, each of
(i) the Acropolis Garden Whole Loan and (ii) the Garden Multifamily Portfolio Whole Loan will be a Servicing Shift Whole Loan related
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


 






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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 85 Broad Street
Assumed Scheduled Payments, with respect to the 85 Broad Street 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


 






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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 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 will 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);


 


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


 






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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). The Depositor, the Master Servicer and the Certificate Administrator acknowledge that in the event
the Mortgaged Property securing the related Serviced Companion Loan is a “significant obligor” (within the meaning
of Item 1101(k) of Regulation AB) with respect to an Other Securitization that includes such Serviced Companion Loan,
the date on which quarterly financial statements are required to be delivered to the related lender under the related Mortgage
Loan documents is, (a) with respect to net operating income information, for the 85 Broad Street Pari Passu Companion Loan, 45
days following the end of each fiscal quarter, subject to the terms of the related loan agreement, (b) with respect to net operating
income information, for the St. Luke’s Office Companion Loan, 30 days following the end of each fiscal quarter, subject to
the terms of the related loan agreement, (c) with respect to net operating income information, for the Columbus Office Portfolio
I Companion Loan, 30 days following the end of each fiscal quarter, subject to the terms of the related loan agreement, (d) prior
to the related Servicing Shift Securitization Date, with respect to net operating income information, for the Acropolis Garden
Companion Loan, 20 days following the end of each fiscal quarter, subject to the terms of the related loan agreement, (e) with
respect to net operating income information, for the Alexandria Corporate Park Companion Loan, 30 days following the end of each
fiscal quarter, subject to the terms of the related loan agreement, (f) prior to the related Servicing Shift Securitization Date,
with respect to net operating income information, for the Garden Multifamily Portfolio Companion Loan, 30 days following the end
of each fiscal quarter, subject to the terms of the related loan agreement, and (g) with respect to net operating income information,
for the Marble Hall Gardens Companion Loans, 45 days following the end of each fiscal quarter, subject to the terms of the related
loan agreement,


 


“Significant
Obligor NOI Yearly Filing Deadline”: With respect to each calendar year, the date that is the 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 F, Class NR, Class 85BD-A,
Class 85BD-B and Class 85BD-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-SB, Class A-S, Class X-A, Class X-B, Class B and Class
C Certificates have been reduced to zero.


 






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“Special Notice”:
As defined in Section 5.06.


 


“Special Servicer”:
With respect to (i) each of the Mortgage Loans (other than any Non-Serviced Mortgage Loan and any Excluded Special Servicer Loan)
and any Serviced Companion Loans, Midland Loan Services, a Division of PNC Bank, National Association, a national banking association,
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 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 85BD-A Specific Grantor Trust Assets, Class 85BD-B Specific Grantor Trust Assets, Class 85BD-C
Specific Grantor Trust Assets, 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 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 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 V1-85A Specific
Grantor Trust Assets, Class V1-85B Specific Grantor Trust Assets, Class V1-85C 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 V2 Specific Grantor Trust Assets and Class V2-85 Specific Grantor Trust Assets.


 


“Sponsors”:
The Mortgage Loan Sellers.


 






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“St. Luke’s
Office Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of June 29, 2017, by and between the holder of
the St. Luke’s Office Companion Loan and the holder of the St. Luke’s Office Mortgage Loan, relating to the relative
rights of such holders of the St. Luke’s Office Whole Loan, as the same may be amended in accordance with the terms thereof.


 


“St. Luke’s
Office Companion Loan”: With respect to the St. Luke’s Office Whole Loan, the Companion Loan evidenced by the related
promissory note A-3 made by the related Mortgagor and secured by the Mortgage on the St. Luke’s Office Mortgaged Property,
which is not included in the Trust and which is pari passu in right of payment with the St. Luke’s Office Mortgage
Loan to the extent set forth in the St. Luke’s Office Co-Lender Agreement.


 


“St. Luke’s
Office Mortgage Loan”: With respect to the St. Luke’s Office Whole Loan, the Mortgage Loan that is included in
the Trust (identified as Mortgage Loan No. 8 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 St. Luke’s Office Companion Loan to the extent set forth in the St.
Luke’s Office Co-Lender Agreement.


 


“St. Luke’s
Office Mortgaged Property”: The Mortgaged Property that secures the St. Luke’s Office Whole Loan.


 


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


 


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


 


“Stated Principal
Balance”: With respect to any Mortgage Loan and the 85 Broad Street 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 the 85 Broad Street 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 the 85 Broad Street 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 the 85 Broad Street Trust Subordinate Companion
Loan after the Cut-off Date (or in the case of a Qualified Substitute Mortgage Loan, the Due Date in the


 






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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 the 85 Broad Street 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


 


(iv)         any reduction in the outstanding principal balance of such Mortgage Loan or the 85 Broad Street Trust Subordinate Companion
Loan resulting from a Deficient Valuation or a modification of such Mortgage Loan or the 85 Broad Street 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 the 85 Broad Street 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 the 85
Broad Street Trust Subordinate Companion Loan as of the date of the related REO Acquisition, minus (y) the sum of:


 


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


 


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


 


A Mortgage Loan, 85 Broad
Street Trust Subordinate Companion Loan or an REO Loan that is a successor to a Mortgage Loan or the 85 Broad Street 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.


 






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


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master
Servicer, the Special Servicer, the Operating Advisor, an Additional Servicer or a Sub-Servicer.


 


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


 


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


 


“Sub-Servicer”:
Any Person that services Mortgage Loans and the 85 Broad Street Trust Subordinate Companion Loan 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 the 85 Broad Street Trust Subordinate Companion Loan 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 or the 85 Broad Street Trust Subordinate Companion 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 or the 85 Broad Street Trust Subordinate Companion Loan, 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) or the 85 Broad Street
Trust Subordinate Companion Loan being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute
Mortgage Loan(s).


 


“Surviving Entity”:
As defined in Section 6.03(b).


 






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


 


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


 


“Termination
Purchase Amount”: The sum of (1) the aggregate Purchase Price of all the Mortgage Loans and the 85 Broad Street Trust
Subordinate Companion Loan (exclusive of Specially Serviced Loans and REO Loans) then included in the issuing entity, (2) the appraised
value of the issuing entity’s portion of all REO Properties then included in the issuing entity (which fair market value
for any REO Property may be less than the Purchase Price for the corresponding REO Loan), as determined by an appraiser selected
by the Special Servicer and approved by the Master Servicer and the Controlling Class, (3) the fair value of each Specially Serviced
Loan as determined by the Special Servicer consistent with procedures required for making such determinations in connection with
the sale of a Defaulted Loan under this Agreement, and (4) if the Mortgaged Property secures a Non-Serviced Mortgage Loan and is
an REO Property under the terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related
property, as determined by the related Non-Serviced Master Servicer in accordance with clause (2) above.


 


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


 


“Third Party
Purchaser”: Eightfold Real Estate 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 Custodial Account”: With respect to the HRR Certificates, an account maintained by the Certificate
Administrator, which account shall be established at the direction of the Depositor on behalf of the Retaining Sponsor for
the benefit of the Holders of the HRR Certificates.


 


“Tranche Percentage
Interest”: (i) For any Certificate (other than a 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 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.


 






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“Transferable
Servicing Interest”: The amount by which the Servicing Fee otherwise payable to the Master Servicer hereunder exceeds
the sum of (i) the Primary Servicing Fee and (ii) the amount of the Servicing Fee calculated using the Retained Fee Rate,
which is subject to reduction by the Trustee pursuant to Section 3.11(a) of this Agreement.


 


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


 


“Transferee
Affidavit”: As defined in Section 5.03(o)(ii).


 


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


 


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


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “CSAIL 2017-C8 Commercial Mortgage Trust”.


 


“Trust Fund”:
The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans and the 85
Broad Street Trust Subordinate Companion Loan 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 85 Broad Street Trust Subordinate
Companion Loan 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 85 Broad Street Trust Subordinate Companion Loan 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 the 85 Broad Street Trust
Subordinate Companion Loan (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 85 Broad Street Trust Subordinate Companion Loan REMIC Distribution Account, the Regular Interest
Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements
(to the extent of the Trust’s interest therein);


 






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(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 85 Broad Street 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.


 


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


 


“UCC”:
The Uniform Commercial Code, as enacted in each applicable state (and, if applicable, the District of Columbia).


 


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


 


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


 


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


 


“United States
Securities Person”: Any “U.S. person” as defined in Rule 902(k) of Regulation S.


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant
to subsections (iii) and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor
or otherwise from collections on or the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance was
made.


 


“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date, the aggregate of the following: (a) all Principal
Prepayments received on the Mortgage Loans during the applicable one-month period ending on the related Determination Date (or,
in 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;


 






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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 three separate REMICs comprising the Trust, the assets of which consist of the Lower-Tier Regular
Interests, the 85 Broad Street 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 Wilmington Trust, National Association, as Trustee, for the registered Holders of CSAIL 2017-C8 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C8, Upper-Tier REMIC Distribution Account”. Any such account
or accounts shall be an Eligible Account.


 


“Urban Union
Amazon Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of April 18, 2017, by and between the holder
of the Urban Union Amazon Companion Loan, the holder of the Urban Union Amazon Subordinate Companion Loan and the holder of the
Urban Union Amazon Mortgage Loan, relating to the relative rights of such holders of the Urban Union Amazon Whole Loan, as the
same may be amended in accordance with the terms thereof.


 


“Urban Union
Amazon Companion Loan”: With respect to the Urban Union Amazon Whole Loan, the Companion Loan evidenced by the related
promissory note A-2 made by the related Mortgagor and secured by the Mortgage on the Urban Union Amazon Mortgaged Property, which
is not included in the Trust and which is pari passu in right of payment with the Urban Union Amazon Mortgage Loan to the
extent set forth in the Urban Union Amazon Co-Lender Agreement.


 


“Urban Union
Amazon Mortgage Loan”: With respect to the Urban Union Amazon Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 6 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and is pari passu
in right of payment with the Urban Union Amazon Companion Loan to the extent set forth in the Urban Union Amazon Co-Lender Agreement.


 


“Urban Union
Amazon Mortgaged Property”: The Mortgaged Property that secures the Urban Union Amazon Whole Loan.


 






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


 


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


 


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


 


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


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows: (i) 0%
in the case of the Class Z and Class R Certificates, (ii) 2% in the case of the Class X-A and Class X-B 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 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 Certificates pursuant to Section 4.05(a)
hereof) of the Principal Balance


 






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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	 	 	$	753,000	 
	Class A-2	 	 	$	6,896,000	 
	Class A-3	 	 	$	6,000,000	 
	Class A-4	 	 	$	9,005,000	 
	Class A-SB	 	 	$	1,284,000	 
	Class X-A	 	 	$	27,485,000	 
	Class X-B	 	 	$	3,292,000	 
	Class A-S	 	 	$	3,547,000	 
	Class B	 	 	$	1,881,000	 
	Class C	 	 	$	1,411,000	 
	Class D	 	 	$	1,368,000	 
	Class E	 	 	$	770,000	 
	Class F	 	 	$	300,000	 
	Class NR	 	 	$	982,563	 
	Class
    Z	 	 	 	4.22	%



 


“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 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, and (B) with respect to the 85 Broad Street 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 85
Broad Street Trust Subordinate Companion Loan has been reduced to 33.0% of the aggregate Cut-off Date Balance of the 85 Broad Street
Trust Subordinate Companion Loan; (ii) the date on which the aggregate outstanding principal balance of the 85 Broad Street Loan-Specific
Certificates has been reduced


 






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to
33.0% of the aggregate outstanding principal balance of the 85 Broad Street 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 85 Broad Street VRR Interest, as applicable.


 


“Weighted Average
Net Mortgage Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage Rates
of the Mortgage Loans (including any Non-Serviced Mortgage Loans) and REO Mortgage Loans as of the first day of the related Collection
Period, weighted on the basis of their respective Stated Principal Balances immediately following the preceding Distribution Date
(or, in the case of the initial Distribution Date, as of the Closing Date).


 


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


 


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


 


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


 


“Whole Loan”:
Any of (i) the 85 Broad Street Whole Loan, (ii) the 245 Park Avenue Whole Loan, (iii) the Apple Sunnyvale Whole
Loan, (iv) the Urban Union Amazon Whole Loan, (v) the Broadway Portfolio Whole Loan, (vi) the St. Luke’s Office
Whole Loan, (vii)  the Garden Multifamily Portfolio Whole Loan (viii) Columbus Office Portfolio I Whole Loan, (ix) the
Acropolis Garden Whole Loan, (x) the Alexandria Corporate Park Whole Loan, (xi) the Garden Multifamily Portfolio Whole Loan and
(xii)  the Marble Hall Gardens Whole Loan.


 


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


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan or the 85 Broad Street Trust Subordinate Companion Loan, the
amount of any Advances made with respect to such Mortgage Loan or the 85 Broad Street Trust Subordinate Companion Loan on or before
the date such Mortgage Loan or the 85 Broad Street 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 Mortgage Loan or the 85 Broad Street Trust Subordinate Companion
Loan become 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


 






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Reimbursement
Amount shall not in any manner limit the right of any Person hereunder to determine in the future that such amount instead constitutes
a Nonrecoverable Advance.


 


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


 


“Workout Fee
Rate”: With respect to each Corrected Loan, a rate equal to the lesser of (a) 1.0% of each collection (other than
Penalty Charges and Excess Interest) of interest and principal (other than any amount for which a Liquidation Fee would be paid),
including (i) Periodic Payments, (ii) Balloon Payments, (iii) Principal Prepayments and (iv) payments (other
than those included in clause (i) or (ii) of this definition) at maturity or on the Anticipated Repayment Date,
received on each Corrected Loan for so long as it remains a Corrected Loan and (b) such lower rate as would result in a Workout
Fee of $1,000,000 assuming the Corrected Loan remains outstanding and pays in accordance with its terms through maturity (or, if
the rate in clause (a) above would result in a Workout Fee that would be less than $25,000, then the Workout Fee Rate
shall be a rate equal to such higher rate as would result in a Workout Fee equal to $25,000 assuming the Corrected Loan remains
outstanding and pays in accordance with its terms through maturity).


 


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


 


Section 1.02     Certain Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect to the
Certificates and the rights and obligations of the parties hereto, the following provisions shall apply:


 


(i)            All calculations of interest (other than as provided in the related Mortgage Loan documents or with respect to the 85 Broad
Street Loan-Specific Certificates) 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 the 85 Broad Street 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 the 85
Broad Street 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


 






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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 or 85 Broad Street Realized Losses allocated to the 85 Broad Street Loan-Specific Certificates on that Distribution
Date pursuant to Section 4.04, and (c) any recoveries on the related Mortgage Loans or the 85 Broad Street Trust
Subordinate Companion Loan, as applicable, of Nonrecoverable Advances (plus interest thereon) that were previously reimbursed
from principal collections on the related Mortgage Loans or the 85 Broad Street Trust Subordinate Companion Loan, that resulted
in a reduction of the Principal Distribution Amount or the 85 Broad Street 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 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 85 Broad Street Whole, first,
from the 85 Broad Street Non-Trust Junior Subordinate Companion Loan, then, the 85 Broad Street Non-Trust Senior Subordinate
Companion Loan and then, to the 85 Broad Street Trust Subordinate Companion Loan) and then, to the Trust (and any
Pari Passu Companion Loan(s), on a pro rata basis).


 


Section 1.03     Certain Constructions. For purposes of this Agreement, references to the most or next most subordinate Class of Pooled
Certificates or Pooled Regular Interest


 






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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-S, Class B, Class C, Class D,
Class E and Class F 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 85 Broad Street Loan-Specific Certificates or Corresponding Regular Interests outstanding at any time shall
mean the most or next most subordinate Class of 85 Broad Street Loan-Specific Certificates or Corresponding Regular Interests
then outstanding as among the Class 85BD-A, Class 85BD-B and Class 85BD-C Regular Interests, as applicable. For purposes of this
Agreement, each Class of Certificates (other than the Class X-A, Class X-B, 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, 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


 






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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 85 BROAD STREET TRUST SUBORDINATE COMPANION LOAN;

ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01     Conveyance of Mortgage Loans and the 85 Broad Street Trust Subordinate Companion Loan. (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 85 Broad Street
Trust Subordinate Companion Loan identified on the Mortgage Loan Schedule, (ii) Sections 1, 2, 3, 4, 5 (excluding Section 5(e)
and 5(f)), 6(a) (excluding clauses (viii), (ix) and (x) of Section 6(a)), 6(c), 6(e), 6(g), 6(h), 6(i), 11, 12, 16, 17,
18, 19, 20, 21 and 22 of each of the Mortgage Loan Purchase Agreements; (iii) the Intercreditor Agreements, and (iv) all
other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable
on or with respect to the Mortgage Loans and the 85 Broad Street Trust Subordinate Companion Loan (in each case, other than (i) payments
of principal and interest due and payable on the Mortgage Loans and the 85 Broad Street Trust Subordinate Companion Loan 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 June 2017 but have their first Due Date in July 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 85 Broad Street Trust Subordinate Companion Loan 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 the 85 Broad Street
Trust Subordinate Companion Loan so assigned, with copies to the Master Servicer (except, in the case of Serviced Mortgage Loans,
for


 






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letters
of credit, which are to be originals); provided, however, that copies of any document in the Mortgage File that
also constitutes a Designated Servicing Document shall be delivered to the Master Servicer (other than with respect to a Non-Serviced
Mortgage Loan) on or before the Closing Date. If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered,
as to any Mortgage Loan, the original Mortgage Note, the delivery requirements of the applicable Mortgage Loan Purchase Agreement
and this Section 2.01(b) shall be deemed to have been satisfied upon such Mortgage Loan Seller’s delivery of
a copy or duplicate original of such Mortgage Note, together with an affidavit certifying that the original thereof has been lost
or destroyed and indemnifying the Trustee and the Trust. If the applicable Mortgage Loan Seller cannot deliver, or cause to be
delivered, as to any Mortgage Loan and the 85 Broad Street 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 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 and the 85 Broad Street 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


 






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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 and the
85 Broad Street 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 the 85 Broad Street 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 the 85 Broad Street 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); 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 and the 85 Broad Street 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, “Wells
Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the
benefit of registered holders of CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2017-C8, and a copy to the Custodian or, if such original has been submitted by the


 






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applicable
Mortgage Loan Seller to the issuing bank to effect a reissuance, assignment or amendment of such letter of credit (changing the
beneficiary thereof to the Master Servicer (in care of the Trustee, as titled above) that may be required in order for the Master
Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the
related Mortgage Loan documents, as applicable) and the applicable Mortgage Loan Seller shall be deemed to have satisfied the
delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering with
respect to any letter(s) of credit a copy thereof to the Custodian together with an officer’s certificate of the applicable
Mortgage Loan Seller certifying that such document has been delivered to the issuing bank for reissuance or an Officer’s
Certificate from the Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b),
one of which shall be delivered to the Custodian on the Closing Date. If a letter of credit referred to in the previous sentence
is not in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with
the applicable terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver
the appropriate assignment or amendment documents (or copies of such assignment or amendment documents if the related Mortgage
Loan Seller has submitted the originals to the related issuer of such letter of credit for processing) to the Custodian within
thirty (30) days of the Closing Date. If not otherwise paid by the related Mortgagor, the applicable Mortgage Loan Seller shall
pay any costs of assignment or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such
letter(s) of credit on behalf of the Trust and shall cooperate with the reasonable requests of the Master Servicer in connection
with effectuating a draw under any such letter of credit prior to the date such letter of credit is assigned or amended in order
that it may be drawn by the Master Servicer on behalf of the Trust.


 


(c)           Pursuant to each Mortgage Loan Purchase Agreement, except in the case of a Non-Serviced Mortgage Loan, the related Mortgage
Loan Seller is required at its sole cost and expense, to itself, or to engage a third party to, put each Assignment of Mortgage,
each assignment of Assignment of Leases and each assignment of each UCC Financing Statement (collectively, the “Assignments”
and, individually, “Assignment”) relating to the Mortgage Loans and the 85 Broad Street Trust Subordinate Companion
Loan 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


 






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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 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 85 Broad Street Trust Subordinate Companion Loan (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 the 85 Broad Street Trust Subordinate Companion Loan,


 






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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 Loans secured by the Mortgaged Properties identified as “Ritz Carlton Rancho Mirage”,
“Hilton Garden Inn – Fort Washington” and “La Quinta Inns & Suites Tampa” on the Mortgage Loan
Schedule, which are each subject to a franchise agreement with a related comfort letter in favor of the respective Mortgage Loan
Seller that requires notice to or request of the related franchisor to transfer or assign any related comfort letter to the Trust
or otherwise have a new comfort letter issued in the name of the Trust, the related Mortgage Loan Seller or its designee will be
required to provide any such required notice or make any such required request to the related franchisor (with a copy of such notice
or request to the Master Servicer) within 45 days of the Closing Date (or any shorter period if required by the applicable comfort
letter), and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement
comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing
comfort letter). If the Master Servicer is unable to acquire any such replacement comfort letter (or new document or acknowledgement,
as applicable) within one hundred twenty (120) days of the Closing Date, the Master Servicer shall notify the related Mortgage
Loan Seller that no such replacement comfort letter has been received.


 


(h)           Each Mortgage Loan Purchase Agreement shall provide that no later than sixty (60) days after the Closing Date, each Mortgage
Loan Seller shall deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans and the 85 Broad Street Trust
Subordinate Companion Loan 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,


 






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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)            Within five (5) Business Days of 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 to the Master Servicer at ssreports@wellsfargo.com.


 


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


 


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


 






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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 the 85 Broad
Street 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 the 85 Broad
Street Trust Subordinate Companion Loan other than any Excluded Loan with respect to the Directing Holder or, in the case of the
Directing Certificateholder, the Holder of the majority of the Controlling Class) and the applicable Mortgage Loan Seller (as to
each Mortgage Loan (or the 85 Broad Street Trust Subordinate Companion Loan) listed in the Mortgage Loan Schedule (other than any
Mortgage Loan or the 85 Broad Street 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 the 85 Broad Street 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 the 85 Broad Street Trust Subordinate Companion Loan listed on the Custodial
Exception Report, the Custodian shall specifically identify such Mortgage Loan or the 85 Broad Street 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


 






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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 or
the 85 Broad Street Trust Subordinate Companion Loan other than any Excluded Loan with respect to the Directing Holder or, in the
case of 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 85 Broad Street 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 the 85 Broad Street 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 the 85 Broad Street
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.


 


(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 the 85 Broad Street 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, in the case of 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 the 85 Broad Street 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 the 85 Broad Street 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


 






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that
such Material Defect has been cured or the related Mortgage Loan or the 85 Broad Street 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 the 85 Broad Street Trust Subordinate Companion Loan, defending any claim
asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the validity or priority of any
lien on collateral securing the related Mortgage Loan or for any immediate significant servicing obligation, the related Mortgage
Loan Seller shall be required to repurchase or substitute for the related Mortgage Loan or the 85 Broad Street 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 the 85 Broad Street 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 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 85 Broad Street Trust Subordinate Companion Loan
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 


 






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


 


(f)            If, in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents
constituting a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements
of Sections 2.01(b) and 2.01(c), not to have been delivered, (3) to contain information that does not conform
in any material respect with the corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective
on its face (each, a “Defect” in the related Mortgage File), the Custodian shall promptly so notify the Depositor,
the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Directing Holder, the applicable Mortgage
Loan Seller (and in no event later than ninety (90) days after the Closing Date and every calendar quarter thereafter until all
Defects are corrected) by providing a Custodial Exception Report setting forth for each affected Mortgage Loan or the 85 Broad
Street 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 the 85 Broad Street 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


 






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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 the 85 Broad Street 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.


 


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-C8 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2017-C8 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


 






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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 the 85 Broad Street 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 the 85 Broad Street 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 the 85 Broad Street
Trust Subordinate Companion Loan in accordance with this Agreement;


 


(ii)           Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and
all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against
the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);


 


(iii)          The execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not
conflict with any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach
of or constitute a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws
of the Depositor or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order
or decree applicable to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets
or property, which would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated
by this Agreement; the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency
or body required for the execution, delivery and performance by the Depositor of this Agreement;


 






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(iv)          There is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor
in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the
validity of the Mortgage Loans or the 85 Broad Street Trust Subordinate Companion Loan 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 85 Broad Street Trust Subordinate Companion Loan with the
full right to transfer the Mortgage Loans and the 85 Broad Street Trust Subordinate Companion Loan to the Trust, and the Mortgage
Loans and the 85 Broad Street Trust Subordinate Companion Loan 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 the 85 Broad Street Mortgage Loan, shall also include the 85 Broad Street 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 or REO Mortgage Loan (or, with respect to the 85 Broad Street Mortgage Loan, repurchase the related
promissory notes sold by the related Mortgage Loan Seller) (excluding any related Companion Loan, if applicable, except for the
85 Broad Street Trust Subordinate Companion Loan) at the applicable Purchase Price and in conformity with the applicable Mortgage
Loan Purchase Agreement and this Agreement or (C) substitute a Qualified Substitute Mortgage Loan (other than with respect
to any Mortgage Loan that is part of a Whole Loan, for which no substitution will be permitted) for such affected Mortgage Loan
or REO Mortgage Loan, and pay any Substitution Shortfall Amount in connection with such substitution (provided that in no
event shall any such substitution occur on or after the second anniversary of the Closing Date) and pay the Master Servicer for
deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith and in


 






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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 85 Broad Street Trust Subordinate
Companion Loan) or substitute a Qualified Substitute Mortgage Loan (other than with respect to any Mortgage Loan that is part
of a Whole Loan, for which no substitution will be permitted) and pay any Substitution Shortfall Amount in connection with such
substitution) and provided, further, that with respect to such Extended Cure Period the applicable Mortgage Loan
Seller 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,
in the case of 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 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 the 85 Broad
Street 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 the 85 Broad Street 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 the 85 Broad Street 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.


 






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If a Mortgage Loan Seller,
in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan or the 85 Broad Street
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, in the case of 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 the 85 Broad Street 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
the 85 Broad Street 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 the 85 Broad Street Trust Subordinate Companion
Loan), (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage Loan or the 85
Broad Street Trust Subordinate Companion Loan; and (iii) a Material Defect as a result of a Mortgage Loan or the 85 Broad
Street Trust Subordinate Companion Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment.


 


Contemporaneously with
its execution of each Mortgage Loan Purchase Agreement, the Depositor shall cause each Mortgage Loan Seller to deliver one (1)
PDF and ten (10) originals of a power of attorney substantially in the form of the applicable exhibit to the related Mortgage Loan
Purchase Agreement to the Master Servicer and the Special Servicer, that permits such parties to take such other action as is necessary
to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have
not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. Pursuant to each Mortgage Loan
Purchase Agreement, each Mortgage Loan Seller will be required to effect (at the expense of such Mortgage Loan Seller) the assignment
and recordation of its respective Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents
has been completed.


 






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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 the 85 Broad Street 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


 






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have knowledge of such Material Defect, (ii) such delay is a result of the failure by a party
to the applicable Mortgage Loan Purchase Agreement, or this Agreement (other than the Asset Representations Reviewer), to provide
prompt notice as required by the terms of the applicable Mortgage Loan Purchase Agreement, or this Agreement, after such party
has actual knowledge of such Material Defect (knowledge shall not be deemed to exist by reason of the Custodial Exception Report),
(iii) such Material Defect does not relate to the applicable Mortgage Loan (with respect the 85 Broad Street Mortgage Loan,
shall also include the 85 Broad Street 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 the 85
Broad Street 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 the
85 Broad Street 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 available) of the related Ground Lease; provided, however,
that


 






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no Defect (except the Defects previously described in subclauses (a) through (f) of this Section 2.03(c))
shall be considered to materially and adversely affect the value of the related Mortgage Loan, the value of the related Mortgaged
Property or the interests of the Trustee or Certificateholders unless the document with respect to which the Defect exists is required
in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan, defending
any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the validity or priority
of any lien on any collateral securing the related Mortgage Loan or for any immediate significant servicing obligation; provided,
further, that no Defect relating to any Non-Serviced Mortgage Loan previously described in subclauses (b) through
(f) of this Section 2.03(c) shall be considered to materially and adversely affect the value of such Mortgage
Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders unless the related Mortgage
Loan Seller, after receipt of notice of such Defect, is unable to produce a copy of the document with respect to which the Defect
exists within a reasonable period after receiving such notice or otherwise establish that the original or copy, as applicable,
of such document has been delivered, in compliance with the terms of the related Non-Serviced PSA, to the custodian under the related
Non-Serviced PSA. Notwithstanding the foregoing, the delivery of executed escrow instructions or a binding commitment to issue
a lender’s title insurance policy, as provided in clause (viii) of the definition of Mortgage File herein, in
lieu of the delivery of the actual policy of lender’s title insurance, shall not be considered a Material Defect with respect
to any Mortgage File if such actual policy is delivered to the Custodian not later than eighteen (18) months following the Closing
Date. Notwithstanding the foregoing, to the extent a Mortgage Loan Seller has otherwise complied with its document delivery requirements
under this Agreement and the related Mortgage Loan Purchase Agreement, 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 the 85 Broad Street 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 the 85 Broad Street Trust Subordinate Companion Loan in the case of a substitution), all portions of the Mortgage File
and other documents pertaining to such Mortgage Loan or the 85 Broad Street 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, so as to vest in such


 






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Mortgage Loan Seller the legal and beneficial ownership of such repurchased or substituted
Mortgage Loan or the 85 Broad Street 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 the 85 Broad Street Trust Subordinate Companion Loan set forth in or required to be made pursuant to Section 6
of any of the Mortgage Loan Purchase Agreements.


 


(f)          The
Master Servicer (in the case of Non-Specially Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans)
shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests), enforce the obligations
of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement. Such enforcement, including, without
limitation, the legal prosecution of claims, if any, shall be carried out in accordance with the Servicing Standard. Any costs
incurred by the Master Servicer or the Special Servicer with respect to the enforcement of the obligations of the applicable Mortgage
Loan Seller under the applicable Mortgage Loan Purchase Agreement shall, to the extent not recovered from the applicable Mortgage
Loan Seller, be deemed to be Servicing Advances to the extent not otherwise provided for herein. The Master 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 the 85 Broad Street 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 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


 






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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, 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.


 






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(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 the 85 Broad Street 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 the 85 Broad Street 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
the 85 Broad Street 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 the 85 Broad Street 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 Party and enforce the rights


 






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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 the 85 Broad Street 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


 






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Servicer, then the Initial Requesting Certificateholder, if any, or such other Certificateholder or
Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election
Notice”) within 30 days from the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s
Website (the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter
to either mediation or arbitration. In the event any Certificateholder or Certificate Owner delivers a Preliminary Dispute Resolution
Election Notice, and the Enforcing Servicer has also received responses from other Certificateholders or Certificate Owners supporting
the Enforcing Servicer’s initial Proposed Course of Action, such responses shall be considered Preliminary Dispute Resolution
Election Notices supporting the Proposed Course of Action. The Certificate Administrator shall within three (3) Business Days
after the expiration of the 30-day response period, tabulate the responses received from the Certificateholders and share the
results with the Enforcing Servicer. The Certificate Administrator shall only count responses timely received and clearly indicating
agreement or dissent with the related Proposed Course of Action and additional verbiage or qualifying language shall not be taken
into consideration for purposes of determining whether the related Certificateholder agrees or disagrees with the Proposed Course
of Action. The Certificate Administrator shall be under no obligation to answer any questions from Certificateholders regarding
such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s obligations in connection with
this Section 2.03(l) shall be limited solely to tabulating Certificateholder responses of “agree” or “disagree”
to the Proposed Course of Action, and such obligation shall not be construed to impose any enforcement obligation on the Certificate
Administrator. The Enforcing Servicer may conclusively rely (without investigation) on the Certificate Administrator’s tabulation
of the majority of the responding Certificateholders.


 


(ii)          If
neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner delivers a Preliminary
Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate Owner shall
have the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall be the sole party
entitled to enforce the Trust’s rights 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


 






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


 


(iv)         If,
following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain obligated
under this Agreement to enforce the rights of the Trust with respect to the Repurchase Request and no Certificateholder or Certificate
Owner shall have any further right to elect to refer the matter to mediation or arbitration.


 


(v)          If
a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such
Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding
arbitration) or arbitration. If there are more than one Requesting Certificateholder that timely deliver a Final Dispute Resolution
Election Notice, then such Requesting Certificateholders will collectively become the Enforcing Party, and the holder or holders
of a majority of the Voting Rights among such Requesting Certificateholders will be entitled to make all decisions relating to
such mediation or arbitration. If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the
terms of this Agreement within 30 days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer,
then (i) the rights of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder
or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed
Course of Action Notice indicated that the Enforcing Servicer shall take no further action with respect to the Repurchase Request,
then the related Material Defect shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase
Agreement, and (iii) if the Proposed Course of Action Notice had indicated a course of action other than the course of action
under clause (ii), then the Enforcing Servicer shall again become the 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.


 






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(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


 






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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.


 






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(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


 






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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 85 Broad Street Trust Subordinate Companion
Loan REMIC Regular Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and the 85 Broad Street
Trust Subordinate Companion Loan 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 85 Broad Street Trust Subordinate Companion Loan REMIC, the Lower-Tier
REMIC and the Grantor Trust. Concurrently with such assignment and delivery, (i) in exchange for the 85 Broad Street Trust
Subordinate Companion Loan, the Trustee acknowledges the issuance of the and the 85 Broad Street Trust Subordinate Companion Loan
REMIC Regular Interests and the Class 85BD-R Interest to the Depositor; (ii) 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; (iii) the Trustee acknowledges
the contribution by the Depositor of the Lower-Tier Regular Interests and the 85 Broad Street Trust Subordinate Companion Loan
REMIC Regular Interests to the Upper-Tier REMIC; (iv) in exchange for the Lower-Tier REMIC Regular Interests and the 85 Broad
Street Trust Subordinate Companion Loan REMIC Regular Interests, the Trustee acknowledges the


 






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issuance of the Regular Interests
and the Class UR Interest to the Depositor; (v) the Trustee acknowledges the creation of the Grantor Trust (as described in
Section 2.05 below); (vi) the Trustee acknowledges the contribution by the Depositor of the Regular Interests
and the ARD Grantor Trust Assets to the Grantor Trust and (vii) 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-85 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 V1-85A Certificates (to the extent of the Class V1-85A Percentage Interest), the Class V1-85B Certificates (to the extent
of the Class V1-85B Percentage Interest), the Class V1-85C Certificates (to the extent of the Class V1-85C 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), the Class V2 Certificates (to the extent of the Class V2 Percentage
Interest) and the Class V2-85 Certificates (to the extent of the Class V2-85 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. 
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]


 


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


 






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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 85 Broad Street Trust Subordinate Companion Loan) 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 85 Broad Street Trust Subordinate Companion Loan, the Companion Holders
and the Trustee (as holder of the Lower-Tier Regular Interests) and (ii) in the case of the 85 Broad Street Trust Subordinate Companion
Loan, the Holders of the 85 Broad Street Loan-Specific Certificates 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 85 Broad Street Trust Subordinate Companion
Loan) 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 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


 






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Affiliate of the Master Servicer or the Special Servicer may have with any Mortgagor or any
Affiliate of such Mortgagor, any Mortgage Loan Seller, any other parties to this Agreement, any Sponsor, any originator of a Mortgage
Loan or any Affiliate of any of the foregoing; (ii) the ownership of any Certificate, Companion Loan, mezzanine loan, or subordinate
debt relating to a Mortgage Loan by the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special
Servicer, as applicable; (iii) the obligation, if any, of the Master Servicer to make Advances; (iv) the right of the
Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates to receive compensation for its services
and reimbursement for its costs hereunder or with respect to any particular transaction; (v) the ownership, servicing or management
for others of (a) the Non-Serviced Mortgage Loans and the Non-Serviced Companion Loans or (b) any other mortgage loans, subordinate
debt, mezzanine loans or properties not covered by this Agreement or held by the Trust by the Master Servicer or the Special Servicer,
as the case may be, or any of its Affiliates; (vi) any debt that the Master Servicer or the Special Servicer, as the case
may be, or any of its Affiliates, has extended to any Mortgagor or an Affiliate of any Mortgagor (including, without limitation,
any mezzanine financing); (vii) any option to purchase any Mortgage Loan or the related Companion Loan the Master Servicer
or the Special Servicer, as the case may be, or any of its Affiliates, may have; and (viii) any obligation of the Master Servicer
or the Special Servicer, or any of their respective Affiliates, to repurchase, substitute for or make a Loss of Value Payment with
respect to a Mortgage Loan as a Mortgage Loan Seller (if the Master Servicer or the Special Servicer or any of their respective
Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing Standard”).


 


The Master Servicer and
the Special Servicer shall act in accordance with the Servicing Standard with respect to any action required to be taken regarding
the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


 


Without limiting the
foregoing, subject to Section 3.19, the Special Servicer shall 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 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


 






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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 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


 






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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 the 85 Broad Street Trust Subordinate
Companion Loan that it is servicing any reports required to be provided to them pursuant to the related Mortgage Loan documents.
Subject to Section 3.10, the Trustee shall (i) on the Closing Date, furnish to the Master Servicer and the Special
Servicer original powers of attorney in the form of Exhibit R attached hereto (or such other form as mutually agreed
to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and (ii) upon request, furnish, or cause
to be furnished, to the Master Servicer or the Special Servicer any powers of attorney substantially in the form of Exhibit R
attached hereto (or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable)
and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry
out its servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held responsible
or liable for any acts of the Master Servicer or the Special Servicer, or for any negligence with respect to, or misuse of, any
such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary,
the Master Servicer or the Special Servicer, as the case may be, shall not, without the Trustee’s written consent: (i) initiate
any action, suit or proceeding solely under the Trustee’s 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 the 85 Broad Street 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 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


 






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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 the 85 Broad Street 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 the 85 Broad Street
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
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


 






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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 85 Broad Street Whole Loan, first, by the 85 Broad Street Non-Trust Junior Subordinate Companion
Loan, then, the 85 Broad Street Non-Trust Senior Subordinate Companion Loan and then, by the 85 Broad Street Trust
Subordinate Companion Loan) and then, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion
Loan, in accordance with the respective outstanding principal balances of the related Mortgage Loan and Serviced Pari Passu Companion
Loan.


 


(j)          
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under
the related Intercreditor Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not
with respect to making Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time
as a separate servicing agreement is entered into in accordance with


 






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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-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


 






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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 85 Broad Street Trust Subordinate
Companion Loan shall continue hereunder by the Master Servicer and the Special Servicer even if the 85 Broad Street 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 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.


 






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(b)         
(i)  All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts
due and owing under the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the
express provisions of the Mortgage Loan documents; provided, however, that absent express provisions in the related
Mortgage Loan documents (including any related Intercreditor Agreement) or to the extent otherwise agreed to by the related Mortgagor
in connection with the workout of a Mortgage Loan, all amounts collected by or on behalf of the Trust in respect of a Mortgage
Loan in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation Proceeds under the
Mortgage Loan (in the case of each Serviced Whole Loan, exclusive of amounts payable to any applicable Companion Loan pursuant
to the terms of the related Intercreditor Agreement) shall be applied in the following order of priority:


 


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


 


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


 


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


 


fourth, to the
extent not previously allocated pursuant to clause first or second, as a recovery of principal of such Mortgage Loan
then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage
Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


 


fifth, as a recovery
of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the reductions (if
any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction
Amounts, plus (B) any unpaid interest (exclusive of Default Interest and 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


 






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have not been allocated as recovery
of such accrued and unpaid interest pursuant to this clause fifth on earlier dates);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


third, to the
extent not previously so allocated pursuant to clause first or second above, as a recovery of accrued and unpaid
interest on such Mortgage Loan to the extent of the excess of (i) unpaid interest (exclusive of Default Interest and Excess
Interest) accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable
mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to fifth below or clause
fifth of Section 3.02(b) on earlier dates, the aggregate portion of the accrued and unpaid interest described
in subclause (i) of this clause third that either (A) was not advanced because of the reductions (if any) in the amount
of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or
(B) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any
related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


 


fourth, to the
extent not previously allocated pursuant to clause first or second above, as a recovery of principal of such Mortgage
Loan to the extent of its entire unpaid principal balance;


 


fifth, as a recovery
of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the reductions (if
any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction
Amounts, plus (B) any unpaid interest (exclusive of Default Interest and Excess Interest) that accrued at the related Net Mortgage
Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in
effect from time to time and as to which no P&I Advance was made (to the extent collections have not been allocated as recovery
of accrued and unpaid interest pursuant to this clause fifth or clause fifth of Section 3.02(b) on earlier
dates);


 


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


 






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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 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


 






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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 the 85 Broad Street 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 the 85 Broad Street Trust Subordinate Companion Loan document, 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 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


 






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law or the terms of the related Mortgage Loan or Companion Loan and
as described below or, if not so required, to the Master Servicer; (v) after the occurrence of an event of default under the
related Mortgage Loan or Companion Loan, apply amounts to the indebtedness under the applicable Mortgage Loan or Companion Loan;
(vi) withdraw amounts deposited in error; (vii) pay Penalty Charges to the extent permitted by the related Mortgage Loan
documents; or (viii) clear and terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01.
As part of its servicing duties, the Master Servicer shall pay or cause to be paid to the Mortgagors interest on funds in Servicing
Accounts, to the extent required by law or the terms of the related Mortgage Loan or Companion Loan; provided, however,
that in no event shall the Master Servicer be required to remit to any Mortgagor any amounts in excess of actual net investment
income or funds in the related Servicing Account. If allowed by the related Mortgage Loan documents and applicable law, the Master
Servicer may charge the related Mortgagor an administrative fee for maintenance of the Servicing Accounts.


 


(b)         
The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the
Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced Companion
Loan, shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes,
assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents
payable in respect thereof. The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage
Loan), and the Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced
Companion Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for
the payment of such items (including renewal premiums) and shall effect payment thereof from the REO Account or by the Master Servicer
as Servicing Advances prior to the applicable penalty or termination date and, in any event, prior to the institution of foreclosure
or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items, employing for such purpose
Escrow Payments (which shall be so applied by the Master Servicer at the written direction of the Special Servicer in the case
of REO Loans) as allowed under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Companion Loan.
Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall service and administer any reserve accounts
(including monitoring, maintaining or changing the amounts of required escrows) in accordance with the terms of such Mortgage Loan
and the related Serviced Companion Loan and the Servicing Standard. To the extent that a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) and any related Companion Loan does not require a Mortgagor to escrow for the payment of real estate taxes, assessments,
insurance premiums, ground rents (if applicable) and similar items, the Special Servicer, in the case of REO Loans, and the Master
Servicer, in the case of all other Mortgage Loans or Companion Loan that it is responsible for servicing hereunder, shall use efforts
consistent with the Servicing Standard to cause the Mortgagor to comply with its obligation to make payments in respect of such
items at the time they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with
respect to the related Mortgaged Property for nonpayment of such items.


 


(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


 






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


 






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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 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).


 






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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 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


 






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the rights of the holder of the related Mortgage Loan under the related Intercreditor Agreement to obtain any
reimbursement available from the holder of the related Companion Loan.


 


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


 


Section 3.04       
The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion
Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Regular Interest Distribution
Account, the Gain-on-Sale Reserve Account and the 85 Broad Street Trust Subordinate Companion Loan REMIC Distribution Account.
(a)  The Master Servicer shall establish and maintain, or cause to be established and maintained, a Collection Account
in which the Master Servicer shall deposit or cause to be deposited, in no event later than the second Business Day following receipt
of available and properly identified funds (in the case of payments by Mortgagors or other collections on the Mortgage Loans or
Companion Loans), except as otherwise specifically provided herein, the following payments and collections received or made by
or on behalf of it subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans or Companion
Loans due and payable on or before the Cut-off Date, which payments shall be delivered promptly to the appropriate Mortgage Loan
Seller or its respective designee and other than any amounts received from Mortgagors which are received in connection with the
purchase of defeasance collateral), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date
but allocable to a period subsequent thereto:


 


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


 


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


 


(iii)         late payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses
of the Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 






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(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 85 Broad Street Trust Subordinate
Companion Loan 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.


 


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


 






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accordance with this Section 3.04(a). Any such amounts received by the Special Servicer with respect to an REO Property
shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Collection
Account, pursuant to Section 3.14(c). With respect to any such amounts paid by check to the order of the Special Servicer,
the Special Servicer shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly
deliver any such check to the Master Servicer by overnight courier. Funds in the Collection Account may only be invested in Permitted
Investments in accordance with the provisions of Section 3.06. As of the Closing Date, the Collection Account for the
Master Servicer shall be located at the offices of Wells Fargo Bank, National Association. The Master Servicer shall give notice
to the Trustee, the Special Servicer, the Certificate Administrator and the Depositor of the new location of the Collection Account
prior to any change thereof.


 


For purposes of determining
amounts to be deposited in the Collection Account in respect of the 85 Broad Street Trust Subordinate Companion Loan and the 85
Broad Street Mortgage Loan, the Master Servicer shall determine the allocation of such amounts in accordance with the related Intercreditor
Agreement. All amounts so allocable to the 85 Broad Street 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 the 85 Broad Street Loan-Specific Certificates and the Class Z Certificates), (provided that any Gain-on-Sale
Proceeds with respect to the 85 Broad Street Trust Subordinate Companion Loan shall be deemed distributed by the 85 Broad Street
Trust Subordinate Companion Loan REMIC in respect of the Class 85BD-R Interest 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 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 85 Broad Street Trust Subordinate Companion Loan REMIC Distribution Account
for the benefit of the Holders of the 85 Broad Street Loan-Specific Certificates, and (v) the Excess Interest Distribution
Account in trust for the benefit of the Holders of the Class V1-E, Class V2 and Z Certificates. The Master Servicer shall
deliver to the Certificate Administrator each month on or before the P&I Advance Date therein, for deposit (x) in the
Lower-Tier REMIC Distribution Account, that portion of the 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, (y) in the Excess Interest Distribution Account all Excess Interest for the related Distribution Date then on deposit
in the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.05(a)(ii) and (z) in the


 






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85 Broad Street Trust Subordinate Companion Loan REMIC Distribution Account, the 85 Broad Street Trust Subordinate Companion Loan
Available Funds attributable to the 85 Broad Street Trust Subordinate Companion Loan for, and any Yield Maintenance Charges with
respect to the 85 Broad Street 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(m), which payments and remittance
shall be made, in each case, on the Serviced Whole Loan Remittance Date. In addition, with respect to any amounts that
represent Late Collections on a Companion Loan for which a P&I Advance has already been paid by a master servicer or
trustee under any Other Pooling and Servicing Agreement, the Master Servicer shall remit such Late Collections to such master
servicer or trustee under such Other Pooling and Servicing Agreement, as applicable, within two Business Days of receipt of
properly identified funds.


 


The Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Regular Interest Distribution Account, the 85 Broad Street
Trust Subordinate Companion Loan REMIC Distribution Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve
Account, the Interest Reserve Account and the Companion Distribution Account may be subaccounts of a single Eligible Account, which
shall be maintained as a segregated account separate from other accounts.


 


In addition to the amounts
required to be deposited in the Lower-Tier REMIC Distribution Account or the 85 Broad Street 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


 






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REMIC Distribution Account (or the 85 Broad Street Trust Subordinate
Companion Loan REMIC Distribution Account in respect to the 85 Broad Street 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 and the 85 Broad Street Trust
Subordinate Companion Loan 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 85 Broad Street Trust Subordinate Companion Loan,
as applicable, actually collected; and


 


(v)        
any other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account or the 85 Broad
Street Trust Subordinate Companion Loan REMIC Distribution Account (in respect to the 85 Broad Street 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, the 85 Broad Street Trust Subordinate
Companion Loan REMIC Distribution Account (in respect to the 85 Broad Street 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 (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, the 85 Broad Street Trust Subordinate Companion Loan
REMIC Distribution Account (in respect to the 85 Broad Street 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.


 






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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) and Section 4.01(f), respectively.


 


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the 85 Broad Street 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 85 Broad Street 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 85 Broad Street 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 the 85 Broad Street 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 Wilmington Trust, National Association, as Trustee for the Holders of the CSAIL 2017-C8 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C8 as their interests may appear”, or in the name of any
successor trustee, as Trustee for the Holders of the CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2017-C8 as their interests may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer
or the Special Servicer shall be liable for any loss incurred on such Permitted Investments.


 


An amount equal to all
income and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and
shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments
shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset
by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds immediately as realized.
If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may be, any amount not required
to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution
Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 






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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-C8 - 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, the 85 Broad Street 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 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-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-E, Class V2 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, each for federal income tax purposes; and the 85 Broad Street Trust
Subordinate Companion Loan REMIC Distribution Account (including


 






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interest, if any, earned on the investment of funds in such account)
will be owned by the 85 Broad Street Trust Subordinate Companion Loan REMIC, 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-E, Class V2 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-E, Class V2 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 the 85 Broad Street 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 85 Broad Street Whole Loan, any Gain-on-Sale
Proceeds on such disposition that are allocable to the 85 Broad Street Trust Subordinate Companion Loans in accordance with the
terms of the related Co-Lender Agreement shall be remitted to the Certificate Administrator for deposit into the 85 Broad Street
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 85 Broad Street Trust Subordinate Companion Loan REMIC Distribution
Account, in its own name on behalf of the Trustee, in trust for the benefit of the Holders of the 85 Broad Street Loan-Specific


 






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Certificates, which shall be assets of the Trust and 85 Broad Street Trust Subordinate Companion Loan REMIC, but shall not be assets
of any other Trust REMICs. The 85 Broad Street 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 85 Broad Street Trust Subordinate Companion Loan REMIC Distribution Account 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 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 the 85 Broad Street Trust Subordinate Companion Loan REMIC Distribution
Account in respect to the 85 Broad Street 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 the 85 Broad Street Trust Subordinate Companion Loan);


 






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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 Wells Fargo Bank, National
Association if Wells Fargo Bank, National Association is no longer the Master Servicer, any such interest pursuant to Section 3.11(a))
unpaid Servicing Fees in respect of each Mortgage Loan, Companion Loan, Specially Serviced Loan, and REO Loan, as applicable, the
Master Servicer’s rights to payment of Servicing Fees pursuant to this clause (ii)(A) with respect to any Mortgage
Loan, related Serviced Companion Loan, Specially Serviced Loan or REO Loan, as applicable, being limited to amounts received on
or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds or
Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and
Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay the Special Servicer any unpaid Special
Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan or REO Loan or Corrected Loan, as
applicable, and any expense incurred by the Special Servicer in connection with performing any inspections pursuant to Section 3.12(a),
remaining unpaid first, out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds and collections
in respect of the related Specially Serviced Loan (provided that, in the case of such payment relating to a Serviced Whole
Loan, such payment shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced
Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari
Passu Companion Loan, in accordance with their outstanding principal balances, or (ii) with respect to an AB Whole Loan, first,
from the related AB Subordinate Companion Loan (and with respect to the 85 Broad Street Whole Loan, first, from the 85 Broad
Street Non-Trust Junior Subordinate Companion Loan, then, the 85 Broad Street Non-Trust Senior Subordinate Companion Loan
and then, from the 85 Broad Street Trust Subordinate Companion Loan) and then, from the AB Mortgage Loan (and any
related Pari Passu Companion Loan(s) on a pro rata basis) and then out of general collections on the Mortgage Loans
and REO Properties, (C) to pay the Operating Advisor (or the Master Servicer, if applicable) any unpaid Operating Advisor
Fees or Operating Advisor Consulting Fees in respect of each Mortgage Loan, the 85 Broad Street 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 or REO Loan (other than any related Companion Loan) or the 85 Broad Street Trust
Subordinate Companion Loan, as applicable, being limited to amounts received on or in respect of such Mortgage Loan or the 85 Broad
Street 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


 






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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) with respect to any Mortgage Loan or the 85 Broad Street 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 85 Broad Street
Whole, first, from the 85 Broad Street Non-Trust Junior Subordinate Companion Loan, then, the 85 Broad Street Non-Trust
Senior Subordinate Companion Loan and then, to the 85 Broad Street Trust Subordinate Companion Loan) and then, from
any related AB Mortgage Loan


 






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(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 Whole Loan, first, from
the related AB Subordinate Companion Loan (and with respect to the 85 Broad Street Whole, first, from the 85 Broad Street
Non-Trust Junior Subordinate Companion Loan, then, the 85 Broad Street Non-Trust Senior Subordinate Companion Loan and then,
to the 85 Broad Street 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


 






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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 85 Broad Street 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 85 Broad Street Whole Loan, first to reimburse such advance on the 85 Broad Street Mortgage Loan
and 85 Broad Street Pari Passu Companion Loan, on a pro rata and pari passu basis, and then to reimburse such advance
on the 85 Broad Street Trust Subordinate Companion Loan, in each case prior to reimbursement from other funds unrelated to the
85 Broad Street 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 thereon; provided that in all events, subject to the related Intercreditor
Agreement, interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds actually distributable to any
related Serviced Companion Loan, (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall
not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect
to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan);


 


(vii)        to reimburse itself, the Special Servicer or the Trustee, as the case may be, for any unreimbursed expenses reasonably incurred
by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of the applicable
Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan Purchase
Agreement, including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution obligation
or any


 






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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 the 85 Broad Street 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 the 85 Broad Street 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 the 85 Broad Street 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, 85 Broad Street
Trust Subordinate Companion Loan or REO Loan, and then out of general collections on the Mortgage Loans, the 85 Broad Street
Trust Subordinate Companion Loan 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 85 Broad Street Whole, first, from the 85 Broad Street Non-Trust Junior Subordinate Companion Loan, then,
the 85 Broad Street Non-Trust Senior Subordinate Companion Loan and then, to the 85 Broad Street 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;


 


(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


 






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Whole Loan, first, from the related AB Subordinate Companion Loan (and with respect to the 85 Broad Street
Whole, first, from the 85 Broad Street Non-Trust Junior Subordinate Companion Loan, then, the 85 Broad Street Non-Trust
Senior Subordinate Companion Loan and then, to the 85 Broad Street 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;


 


(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 85 Broad Street Whole, first, from
the 85 Broad Street Non-Trust Junior Subordinate


 









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Companion Loan, then, the 85 Broad Street Non-Trust Senior Subordinate
Companion Loan and then, to the 85 Broad Street 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 85 Broad
Street Whole, first, from the 85 Broad Street Non-Trust Junior Subordinate Companion Loan, then, the 85 Broad
Street Non-Trust Senior Subordinate Companion Loan and then, to the 85 Broad Street 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 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 85 Broad Street Trust Subordinate
Companion Loan 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 the 85 Broad
Street Trust Subordinate Companion Loan), previously purchased by such Person pursuant to this Agreement, all


 









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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 85 Broad Street Whole Loan, subject to Section 3.05(h) and the terms of the 85 Broad Street 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 85 Broad Street Non-Trust Subordinate Companion Loans and then, from amounts on
deposit allocated to the 85 Broad Street 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.


 


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.


 






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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 85 Broad Street Trust Subordinate
Companion Loan 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(e) in the Upper-Tier REMIC Distribution Account,
and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant to Section 4.01(c);


 


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


 


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


 


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


 






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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(l).


 


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


 


(i)           to 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(e) 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


 






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(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.


 


(g)         
If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan, the 85
Broad Street 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, the 85 Broad Street 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, the 85 Broad Street 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, the 85 Broad Street 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, the 85 Broad Street Trust Subordinate Companion Loan or any related successor
REO Loan;


 






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(iv)          following
the occurrence of a Liquidation Event with respect to such Mortgage Loan, the 85 Broad Street 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, the 85 Broad Street 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, the 85 Broad Street 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, 85 Broad Street 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 the 85
Broad Street 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 received by the Trust in respect of the related Mortgage Loan or the 85 Broad Street
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
the 85 Broad Street 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(m).


 


(j)            The
Certificate Administrator, on behalf of the Trustee, may, from time to time, make withdrawals from the 85 Broad Street Trust Subordinate
Companion Loan REMIC Distribution Account for any of the following purposes:


 


(i)          
 to be deemed to make deposits of the 85 Broad Street 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(e) in the Upper-Tier REMIC Distribution Account in respect of the 85 Broad Street Trust Subordinate Companion Loan REMIC Regular
Interests, and to make distributions to Holders of the Class R Certificates in respect of the Class 85BD-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


 






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reimbursable
to any such Person, with respect to the 85 Broad Street 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
85 Broad Street 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 85 Broad Street 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 85 Broad Street Companion Loan REMIC;


 


(v)           to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to 85 Broad Street
Companion Loan REMIC;


 


(vi)          to
pay to the Master Servicer any amounts deposited by the Master Servicer in the 85 Broad Street Trust Subordinate Companion Loan
REMIC Distribution Account not required to be deposited therein;


 


(vii)         to
clear and terminate the 85 Broad Street 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 85 Broad Street 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 85 Broad Street 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


 






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immediately
preceding the next succeeding date on which funds are required to be withdrawn from such account pursuant to this Agreement, if
a Person other than the depository institution maintaining such account is the obligor thereon and (ii) no later than the
date on which funds are required to be withdrawn from such account pursuant to this Agreement, if the depository institution maintaining
such account is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any funds
held in an Investment Account shall be held in the name of the Master Servicer or the Special Servicer, as applicable, on behalf
of the Trustee (in its capacity as such) for the benefit of the Certificateholders. The Master Servicer (in the case of the Collection
Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer
(in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer)
on behalf of the Trustee, shall maintain continuous physical possession of any Permitted Investment of amounts in the Collection
Account, the Companion Distribution Account, the Servicing Accounts, the Loss of Value Reserve Fund or the REO Account, as applicable,
that is either (i) a “certificated security,” as such term is defined in the UCC (such that the Trustee shall
have control pursuant to Section 8-106 of the UCC) or (ii) other property in which a secured party may perfect its security
interest by physical possession under the UCC or any other applicable law. In the case of any Permitted Investment held in the
form of a “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC), the Master Servicer
or the Special Servicer, as applicable, shall take or cause to be taken such action as the Trustee deems reasonably necessary
to cause the Trustee to have control over such security entitlement. 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


 






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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 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


 






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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 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 the 85 Broad Street 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 the 85 Broad Street 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


 






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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
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


 






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origination
of the related Mortgage Loan and is currently available at commercially reasonable rates.


 


Notwithstanding
the foregoing, with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion
Loan that either (x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit
an exclusion for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance
in types and against such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably
requires from time to time in order to protect its interests, the Master Servicer shall be consistent with the Servicing Standard,
(A) monitor in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain
Additional Exclusions (provided that the Master Servicer will be entitled to conclusively rely upon the certificates of
insurance in determining whether such policies contain Additional Exclusions), (B) request the Mortgagor to either purchase
insurance against the risks specified in the Additional Exclusions or provide an explanation as to its reasons for failing to
purchase such insurance and (C) notify the Special Servicer if it has knowledge that any insurance policy contains Additional
Exclusions or if it has knowledge (such knowledge to be based upon the Master Servicer’s compliance with the immediately
preceding clauses (A) and (B) above) that any Mortgagor fails to purchase the insurance requested to be purchased
by the Master Servicer pursuant to clause (B) above. If the Special Servicer determines in accordance with the Servicing
Standard that such failure is not an Acceptable Insurance Default, the Special Servicer shall notify the Master Servicer and the
Master Servicer shall use efforts consistent with the Servicing Standard to cause such insurance to be maintained. The Special
Servicer (at the expense of the Trust) shall be entitled to rely on insurance consultants in making such determinations. The Master
Servicer shall be entitled to rely on insurance consultants (at the expense of such Master Servicer) in determining whether Additional
Exclusions exist. Furthermore, the Special Servicer shall promptly deliver such conclusions in writing to the 17g-5 Information
Provider for posting to the 17g-5 Information Provider’s Website for those Mortgage Loans that (i) have one of the
ten (10) highest outstanding Stated Principal Balances of all of the Mortgage Loans then included in the Trust or (ii) comprise
more than 5% of the outstanding Stated Principal Balance of the Mortgage Loans then included in the Trust. 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,


 






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then,
to the extent such Insurance Policy provides protection equivalent to the individual policies otherwise required, the Master Servicer
or the Special Servicer shall conclusively be deemed to have satisfied its obligation to cause fire and hazard insurance to be
maintained on the related Mortgaged Properties or REO Properties. Such Insurance Policy may contain a deductible clause, in which
case the Master Servicer or the Special Servicer shall, if there shall not have been maintained on the related Mortgaged Property
or REO Property a fire and hazard Insurance Policy complying with the requirements of Section 3.07(a), and there shall
have been one or more losses which would have been covered by such Insurance Policy, promptly deposit into the Collection Account
from its own funds the amount of such loss or losses that would have been covered under the individual policy but are not covered
under the blanket Insurance Policy because of such deductible clause to the extent that any such deductible exceeds the deductible
limitation that pertained to the related Mortgage Loan (including any related Serviced Companion Loan), or in the absence of such
deductible limitation, the deductible limitation which is consistent with the Servicing Standard. In connection with its activities
as administrator and Master Servicer of the Mortgage Loans or any Serviced Companion Loans, the Master Servicer agrees to prepare
and present, on behalf of itself, the Trustee and Certificateholders, claims under any such blanket Insurance Policy in a timely
fashion in accordance with the terms of such policy. Consistent with subsection (a) above, the Special Servicer, to the
extent consistent with the Servicing Standard, may maintain, earthquake insurance on REO Properties (other than with respect to
a Non-Serviced Mortgaged Property), provided coverage is available at commercially reasonable rates, the cost of which shall be
a Servicing Advance.


 


(ii)          If
the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master single
interest or force-placed insurance policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on behalf
of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual policies
otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer
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.


 






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(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, 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


 






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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:


 


(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
(with respect to Specially Serviced Loans) or the Master Servicer (with respect to Non-Specially Serviced Loans), on behalf of
the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or related
Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any sale or transfer, consistent
with the Servicing Standard or (b) waive any right to exercise such rights, provided that, (i) with respect to
all Non-Specially Serviced Loans, the Master Servicer has made a written recommendation and analysis and obtained the prior written
consent (or deemed consent) of the Special Servicer, which consent shall be deemed given fifteen (15) Business Days after receipt
(unless earlier objected to) of the Master Servicer’s written analysis and recommendation with respect to such waiver or
exercise of such right together with such other information in the Master Servicer’s possession that is reasonably requested
by the Special Servicer, plus any time period provided to a holder of a Serviced Companion Loan under the related Intercreditor
Agreement, (ii) 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


 






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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 Master Servicer’s or 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 85 Broad Street 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, in the case of 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 and consider alternative actions recommended by
the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting
with the Operating Advisor.


 


In
connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion
Loan Securities, the related rating agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special
Servicer, as applicable, 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


 






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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
(with respect to Specially Serviced Loans) or the Master Servicer (with respect to Non-Specially Serviced Loans), on behalf of
the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or related
Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the creation of any additional
lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise such rights, provided that (i) with respect to all Non-Specially Serviced Loans, the Master Servicer has made a written recommendation and
analysis and obtained the prior written consent (or deemed consent) of the Special Servicer, which consent shall be deemed given
fifteen (15) Business Days after receipt (unless earlier objected to) of the Master Servicer’s written analysis and recommendation
with respect to such waiver or exercise of such right together with such other information in the Master Servicer’s possession
that is reasonably requested by the Special Servicer, plus any time period provided to a holder of a Serviced Companion Loan under
the related Intercreditor Agreement, (ii) 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 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 (iii) the Master Servicer or the Special Servicer, as applicable, has obtained Rating Agency Confirmation
from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in


 






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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 85 Broad Street 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 Master Servicer or the Special
Servicer, as applicable, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver
a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5
information provider) in accordance with Section 3.25 of this Agreement.


 


To
the extent permitted by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding
paragraph or in Section 3.08(a) shall be an expense of the related Mortgagor; provided that if the Mortgage
Loan documents are silent as to who bears the costs of obtaining any such Rating Agency Confirmation, the Master Servicer or the
Special Servicer, as applicable, shall use reasonable efforts to make the related Mortgagor bear such costs and expenses. Unless
determined to be a Nonrecoverable Advance such costs not collected from the related Mortgagor shall be advanced as a Servicing
Advance.


 


If
any Mortgage Loan or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered
without the consent of the mortgagee provided that certain conditions are satisfied and there is no lender discretion with
respect to the satisfaction of such conditions, then for so long as such Mortgage Loan or related Companion Loan is being serviced
under this Agreement, the Special Servicer, with respect to all Mortgage Loans (other than a Non-Serviced Mortgage Loan), on behalf
of the Trustee as the mortgagee of record, shall determine whether such conditions have been satisfied.


 


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


 






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(d)         Except
as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master Servicer
nor the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan,
as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08.
The Master Servicer and the Special Servicer, as applicable, shall provide copies of any final waivers (except with respect to
provision of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant
to Section 3.08(a) or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage
Loan, and shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement, the
17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.25)
and, with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed
pursuant to Section 3.08(a) or (b) and shall forward thereto a copy of such agreement.


 


(e)          Notwithstanding
any other provision of this Agreement, the Master Servicer may not waive its rights or grant its consent under any “due-on-sale”
or “due-on-encumbrance” clause without the consent of the Special Servicer and 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
Non-Specially Serviced Loan or relating to any Specially Serviced 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).


 


(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).


 


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


 






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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 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


 






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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 the 85 Broad Street 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 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


 






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testing
at the expense of the Trust as it deems necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the preceding sentence have been satisfied. With respect to Non-Specially Serviced Loans, the Master Servicer
and, with respect to Specially Serviced Loans, the Special Servicer (other than any Non-Serviced Mortgage Loan) shall review and
be familiar with the terms and conditions relating to enforcing claims and shall monitor the dates by which any claim or action
must be taken (including delivering any notices to the insurer and using reasonable efforts to perform any actions required under
such policy) under each environmental insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum
proceeds available under such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular
Interests).


 


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


 






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(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 the 85 Broad Street 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 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 the
85 Broad Street 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


 






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the
Collection Account pursuant to Section 3.04(a) or remitted to the Master Servicer to enable such deposit, have been
or will be so deposited. Within three (3) Business Days (or within such shorter period as release can reasonably be accomplished
if the Master Servicer or the Special Servicer notifies the Custodian of an exigency) of receipt of such notice and request, the
Custodian shall release the related Mortgage File to the Master Servicer or the Special Servicer, as the case may be; provided that in the case of the payment in full of a Serviced Companion Loan or its related Mortgage Loan, the related Mortgage File
shall not be released by the Custodian unless the related Serviced Whole Loan is paid in full. No expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account.


 


(b)          From
time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) (and
any related Companion Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for Release
signed by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document therein
to the Master Servicer or the Special Servicer (or a designee), as the case may be. Upon return of such Mortgage File or such
document to the Custodian, or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the Master
Servicer or the Special Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole Loan,
the related Companion Loan), was liquidated and that all amounts received or to be received in connection with such liquidation
which are required to be deposited into the Collection Account (including amounts related to the related Companion Loan, if applicable)
pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan has become an REO Property,
a copy of the Request for Release shall be released by the Custodian to the Master Servicer or the Special Servicer (or a designee),
as the case may be, with the original being released upon termination of the Trust.


 


(c)          Within
three (3) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer notifies
the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer any court pleadings,
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


 






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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 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


 






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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
defeasance that the Special Servicer is entitled herein); (iii) 100% of assumption, waiver, 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, consent
and earnout fees, and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Non-Specially Serviced Loan (including any related Serviced Companion Loan, to the extent
not prohibited by the related Intercreditor Agreement) 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 the 85 Broad Street 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 85 Broad Street Trust Subordinate Companion Loan 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


 






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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 (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.


 


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, Wells
Fargo Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable
Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer,
all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in
the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements
of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess
of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject
to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder
of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its
Servicing Fees hereunder, notwithstanding any resignation or termination of Wells Fargo Bank, National Association hereunder (subject
to reduction pursuant to the preceding sentence).


 


(b)           As
compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect
to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced
Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time
at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced
Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO
Loans, as the case may be, and, in connection with any partial month


 






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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 the 85 Broad Street 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, 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 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


 






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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 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 the 85 Broad Street 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


 






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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.


 


(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


 






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between
the Master Servicer and the Special Servicer, on a pro rata basis, based on the Master Servicer’s and the Special
Servicer’s respective entitlements to such compensation described in the previous sentence. Notwithstanding the foregoing,
Penalty Charges with respect to any Companion Loan will be allocated pursuant to the applicable Intercreditor Agreement after
payment of all related Advances and interest thereon and additional expenses of the Trust in accordance with this Section 3.11(d).


 


If
a Servicing Shift Whole Loan becomes a Specially Serviced Loan prior to the applicable Servicing Shift Securitization Date, the
Special Servicer shall service and administer such Servicing Shift Whole Loan and any related REO Property in the same manner
as any other Specially Serviced Loan or Serviced REO Property and shall be entitled to all rights and compensation earned with
respect to such Serviced Whole Loan as Special Servicer of such Serviced Whole Loan. With respect to a Servicing Shift Mortgage
Loan, prior to the applicable Servicing Shift Securitization Date, no other special servicer will be entitled to any such compensation
or have such rights and obligations. If a Servicing Shift Whole Loan is still a Specially Serviced Loan on the applicable Servicing
Shift Securitization Date, the Non-Serviced Special Servicer and the Special Servicer shall be entitled to compensation with respect
to such Servicing Shift Whole Loan as if the Special Servicer were being terminated as the Special Servicer with respect to such
Servicing Shift Whole Loan and the Non-Serviced Special Servicer were replacing the Special Servicer as the successor Special
Servicer with respect to such Servicing Shift Whole Loan.


 


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


 


(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


 






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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.


 


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 the Mortgaged Property securing a Non-Serviced Mortgage Loan,
which is subject to inspection pursuant to the related Non-Serviced PSA) or the 85 Broad Street 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 the 85 Broad Street 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 85 Broad Street Whole, first, from the 85 Broad Street Non-Trust
Junior Subordinate Companion Loan, then, the 85 Broad Street Non-Trust Senior Subordinate Companion Loan and then,
to the 85 Broad Street 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


 






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Serviced
Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections. The Special
Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection
(A) detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection, (B) specifying
the existence of (i) any vacancy in the Mortgaged Property that the preparer of such report has knowledge of and deems material,
(ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that
is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer
of such report has knowledge or that is evident from the inspection, and that the preparer of such report deems material and (iv) any
visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident
from the inspection, and (C) including photographs of each inspected Mortgaged Property. The Special Servicer and the Master
Servicer shall each deliver a copy (in electronic format) of each such report prepared by it to the other party, to the Directing
Holder ((i) 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 reasonable efforts 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


 






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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 the 85 Broad Street Trust Subordinate Companion Loan 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 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 September 30, 2017, a CREFC® Operating Statement Analysis Report (but
only to the extent the related Mortgagor is required by the related Mortgage documents to deliver and does deliver, or otherwise
agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar
quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year
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 the 85 Broad Street Trust Subordinate Companion Loan
are on the CREFC® Servicer Watch List). The Master Servicer (with respect to Mortgage Loans or the 85 Broad Street
Trust Subordinate Companion Loan 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 the 85 Broad Street 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, 2017, a CREFC® NOI Adjustment
Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does
deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize”


 






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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 the 85 Broad Street Trust Subordinate
Companion Loan 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 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 July 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
July 2017, the Master Servicer shall deliver or cause to be delivered in electronic format to the


 






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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 July 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.


 


Not
later than 5:00 p.m. (New York City time) on the Master Servicer Remittance Date beginning July 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 ssreports@wellsfargo.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.


 






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(e)           The
Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant to
Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver or make available to the Certificate
Administrator the reports and data files set forth in Section 3.12(b). The Master Servicer may, absent manifest error,
conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(b) and
Section 3.12(c). The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or
data to be provided by the Master Servicer pursuant to Section 3.12(b). In the case of information or reports to be
furnished by the Master Servicer to the Certificate Administrator pursuant to Section 3.12(b), to the extent that
such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c) and to the extent that such reports are to be prepared and delivered by the Special Servicer
pursuant to Section 3.12(b) or Section 3.12(c), the Master Servicer shall have no obligation to provide
such information or reports to the Certificate Administrator until it has received the requisite information or reports from the
Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by
Section 3.12(b) caused by the Special Servicer’s failure to timely provide any information or report required
under Section 3.12(b) or Section 3.12(c) of this Agreement.


 


(f)           Notwithstanding
the foregoing, however, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required
to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent
the Master Servicer or 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,


 






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report
or information as a temporary measure due to system problems, however, copies in electronic format shall follow upon the correction
of such system problems.


 


Section 3.13       Access
to Certain Information. (a)  Each of the Master Servicer and the Special Servicer shall provide or cause to be provided
to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any
Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors of the Federal
Reserve System of the United States of America and the supervisory agents and examiners of such boards and such corporations,
and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder,
and to each Holder of a Non-Registered Certificate, access to any documentation or information regarding the Mortgage Loans (other
than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced Whole Loan, the related
Companion Loan, and the Trust within its control which may be required by applicable law. At the election of the Master Servicer,
the Special Servicer or the Certificate Administrator, such access may be afforded to such Person identified above by the delivery
of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator
shall be permitted to require payment (other than from the Directing Holder (prior to the occurrence of a Consultation Termination
Event) and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders, as applicable)
of a sum sufficient to cover the reasonable out-of-pocket costs incurred by it in 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


 






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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 the 85 Broad
Street 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 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 the 85 Broad Street 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,


 






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no
Certificateholder or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files.


 


(b)          The
Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements,
Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available to the
general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items
were prepared by or delivered to the Certificate Administrator in electronic format:


 


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


 


(A)          the
Prospectus and any other disclosure document relating to the Offered Certificates or the 85 Broad Street 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


 






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Report
to the extent delivered by the Master Servicer pursuant to this Agreement from time to time;


 


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


 


(D)          all
Operating Advisor Annual Reports;


 


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


 


(A)          summaries
of Final Asset Status Reports or, prior to an AB Control Appraisal Period or a 85 Broad Street 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(j);


 


(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


 






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successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(I)           any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(J)           any
notice of resignation or termination of the Master Servicer or the Special Servicer pursuant to Section 7.03;


 


(K)          any
notice of termination pursuant to Section 9.01;


 


(L)           any
notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance
of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26 or Section 12.03, respectively;


 


(M)         any
notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section 7.01(d),
the Operating Advisor pursuant to Section 3.26(i) or the Asset Representations Reviewer pursuant to Section 12.05(b);


 


(N)          any
notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by the
Operating Advisor in connection with such recommendation;


 


(O)          any
notice that a Control Termination Event or an Operating Advisor Consultation Event has occurred or is terminated or that a Consultation
Termination Event has occurred or is terminated;


 


(P)          any
notice of the occurrence of an Operating Advisor Termination Event;


 


(Q)          any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(R)          any
assessments of compliance delivered to the Certificate Administrator;


 


(S)          any
attestation reports delivered to the Certificate Administrator;


 


(T)          any
“special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant
to Section 5.06;


 


(U)          any
Proposed Course of Action Notice;


 


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


 






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


 


(vi)          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, in the case of the Directing Certificateholder or the Holder of the 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 post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and
on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports
related to the Mortgage Loans available through its Internet website.


 


Notwithstanding
the foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i)  through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


Any
Person that is a Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following
items made available to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the SEC
filings on the Certificate Administrator’s Website, and (b) in the case of the Directing Holder or a Controlling Class
Certificateholder, if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical form of an investor certification
substantially in the forms of Exhibit P-1D and Exhibit P-1B and upon delivery to the Certificate Administrator in
physical form of an investor certification substantially in the form of Exhibit P-1F, which shall include each of the CTSLink
User ID associated with such Excluded Controlling Class Holder, all information (other than the Excluded Information with respect
to any Excluded Controlling Class Loans (unless a loan-by-loan segregation is later performed by the Certificate Administrator
in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans)) available on
the Certificate Administrator’s Website.


 


In
the case of the Directing Holder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon
delivery of an investor certification substantially in the form of Exhibit P-1B hereto, such Directing Holder or Controlling
Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and 





 






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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 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.


 






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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 or an 85 Broad Street 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 or an 85
Broad Street 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 or an 85 Broad Street 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 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,


 






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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-C8” 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;


 


(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);


 






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(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.


 


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


 






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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 (specifically referencing
“CSAIL 2017-C8” in the subject line).


 


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


 


Upon
request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered
to the 17g-5 Information Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5
Information Provider disclose on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional
information.


 


The
17g-5 Information Provider shall provide a mechanism to notify each Person that has signed-up for access to the 17g-5 Information
Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted to
the 17g-5 Information Provider’s Website. The 17g-5 Information Provider shall notify any party that delivers information
to the 17g-5 Information Provider under this Agreement that such notification was received and that it has been posted.


 


Any
information required to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to
it via electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “CSAIL


 






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2017-C8”
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 the 85 Broad Street
Loan-Specific Certificates and does not contain information related to the 85 Broad Street Whole Loan or Certificates other than
the 85 Broad Street Loan-Specific Certificates shall be required to delivered to the Rating Agencies 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,
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 (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


 






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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 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.


 






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(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 or the Mortgage
Loans or the 85 Broad Street Trust Subordinate Companion Loan 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, 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


 






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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.


 


(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 the 85 Broad Street 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


 






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REO
Property during the one-month period ending on such Determination Date, net of (i) any withdrawals made out of such amounts
pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account; provided,
however, that the Special Servicer may retain in such REO Account, in accordance with the Servicing Standard, such portion
of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant
improvements and other related expenses for the related REO Property. In addition, on or prior to the day the Special Servicer
remits funds as provided in this Section 3.14 (or with respect to a Serviced Companion Loan (other than the 85 Broad
Street Trust Subordinate 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 received by the Master Servicer
as of the Determination Date as instructed by the Special Servicer on the date provided for in the immediately preceding sentence
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 85 Broad Street Trust Subordinate Companion Loan, references to actions being taken for the benefit of such Companion
Loan in this Section 3.14 shall be deemed to be taken also for the benefit of the Holders of the 85 Broad Street 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 85 Broad
Street 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 85 Broad Street 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


 






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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 the 85 Broad Street 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;


 


(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 the 85 Broad Street Trust Subordinate Companion Loan, if applicable, became imminent, all within the meaning of Section 856(e)(4)(B)
of the Code; or


 






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


 


unless,
in any such case, the Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer
as a Servicing Advance) to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust,
in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel. The Special Servicer shall
cause any Mortgaged Property acquired as an REO Property to be operated and managed in a manner that would, in its reasonable
judgment and to the extent commercially feasible, maximize the Trust’s net after-tax proceeds from such property.


 


(c)           The
Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within ninety
(90) days of the acquisition date thereof, provided that:


 


(i)            the
terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s
length;


 


(ii)           the
fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of the
nature and locality of the Mortgaged Property;


 


(iii)          any
such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO Property, including, without limitation, those listed in
subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses)
to the Special Servicer upon receipt;


 


(iv)          none
of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect to the
operation and management of any such REO Property; and


 


(v)           the
Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


 


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


 


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


 






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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 (with respect to a
Specially Serviced Loan) or the Master Servicer (with respect to a Non-Specially Serviced Loan) 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 85
Broad Street 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 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


 






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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. 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 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.


 






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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 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 85 Broad Street 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


 






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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.


 


(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


 






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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 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


 






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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 85 Broad Street Whole Loan, the 85 Broad Street 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 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


 






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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 85 Broad Street Trust Subordinate Companion
Loan) for each applicable Serviced Whole Loan and (B) pursuant to Section 3.32 herein, the Holder of the 85 Broad
Street 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 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 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.


 






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(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 the 85 Broad Street 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 the 85 Broad Street Trust Subordinate
Companion Loan to the Certificate Administrator for deposit in the applicable 85 Broad Street 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 85 Broad Street Directing Holder any reports or notices required to be delivered
to the holder of 85 Broad Street 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 the 85 Broad Street Trust Subordinate Companion Loan, would exceed the full amount of the principal portion of general collections
allocated to the 85 Broad Street 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, 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, in the case of 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


 



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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 85 Broad Street Trust Subordinate Companion Loan to be received until the end of such collection
period before making its determination of whether to refrain from the reimbursement of a particular Nonrecoverable Advance or
portion thereof); provided, however, that if, at any time the Master Servicer or the Trustee, as applicable, elects,
in its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable
Advance during a one-month collection period will exceed the full amount of the principal portion of general collections on the
Mortgage Loans deposited in the Collection Account for such Distribution Date, then the Master Servicer or the Trustee, as applicable,
shall use its reasonable efforts to give the 17g-5 Information Provider fifteen (15) days’ notice of such determination
for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), unless extraordinary circumstances
make such notice impractical. Notwithstanding the foregoing, failure to give notice as required by the preceding sentence shall
in no way affect the Master Servicer’s or the Trustee’s election whether to refrain from obtaining such reimbursement
as described in this Section 3.17(c). Nothing herein shall give the Master Servicer or the Trustee the right to defer
reimbursement of a Nonrecoverable Advance to the extent of any principal collections then available in the Collection Account
pursuant to Section 3.05(a)(v).


 


The foregoing shall not,
however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply
with the conditions to making such an election under Section 3.17 or to comply with the terms of Section 3.17
and the other provisions of this Agreement that apply once such an election, if any, has been made; provided, however,
that the fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders
to the detriment of other classes shall not, with respect to the Master Servicer or the Special Servicer, as applicable, constitute
a violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation
of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If the Master Servicer or the Trustee, as
applicable, determines, in its sole discretion, that its ability to fully recover the Nonrecoverable Advances has been compromised,
then the Master Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable Advances
with interest thereon at the Reimbursement Rate from all amounts in the Collection Account for such Distribution Date (deemed first
from principal and then interest). Any such election by any such party to refrain from reimbursing itself or obtaining reimbursement
for any Nonrecoverable Advance or portion thereof with respect to any one or more collection periods shall not limit the accrual
of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable
Advance. The Master Servicer’s or the Trustee’s, as applicable, agreement to defer reimbursement of such Nonrecoverable
Advances as set forth above is an accommodation to the Certificateholders and shall not be construed as an obligation on the part
of the Master Servicer or the Trustee, as applicable, or a right of the Certificateholders. Nothing herein shall be deemed to create
in the Certificateholders


 



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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 the 85 Broad Street 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 the 85 Broad Street 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).


 


Section 3.18     Modifications,
Waivers, Amendments and Consents. (a)  Except as set forth in Section 3.08(a), Section 3.08(b),
this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i) and Section 6.08, but subject to any other conditions set forth thereunder (including, without limitation, the Special Servicer’s consent
rights pursuant to this subsection (a) with respect to any modification, waiver or amendment that constitutes 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


 



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Mortgage Loan and/or Companion Loan that constitutes a Major Decision without the prior written
consent of the Special Servicer (it being understood that the Master Servicer will promptly provide the Special Servicer with notice
of any request for such modification, waiver or amendment, the Master Servicer’s written recommendation and analysis, and
all information reasonably available to the Master Servicer that may be reasonably requested by the Special Servicer in order to
grant or withhold such consent); provided that in the event that the Special Servicer does not respond within ten (10) Business
Days after receipt of such analysis and all such information reasonably requested by the Special Servicer in order to grant or
withhold such consent, plus the time period provided to the Directing Holder or other relevant party under this Agreement and,
if applicable, any time period provided to a Companion Holder under a related Intercreditor Agreement, the Special Servicer’s
consent to such modification, waiver or amendment shall be deemed granted; and provided, further, that no extension
entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of (i) five (5)
years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a
leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing
Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold
estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve
(12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan
and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such
extension, (1) the Master Servicer shall provide the Trustee, the Certificate Administrator, the Special Servicer, the Operating
Advisor, 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 modification, waiver or amendment pursuant
to the terms of the related Intercreditor Agreement, and subject to the Special Servicer’s consent rights pursuant to this
subsection (a), the Master Servicer, with respect to Non-Specially Serviced Loans, without the consent of or consultation
with the Special Servicer, the Operating Advisor or the Directing Holder, may modify or amend


 



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the terms of any Mortgage Loan and/or
related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any
provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the
Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with
respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification”
of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


Subject to Section 6.08,
applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special
Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real
property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related
Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless
(i) the Master Servicer or the Special Servicer, as 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.


 


If, following any such
release or taking, the loan-to-value ratio as so calculated is greater than 125%, the Master Servicer or the Special Servicer,
as applicable, shall require payment of principal by a “qualified amount” as determined under Revenue Procedure 2010-30
or successor provisions, unless the related Mortgagor provides an Opinion of Counsel that if such amount is not paid the related
Mortgage Loan will not fail to be a Qualified Mortgage. In


 



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the case of the Broadway Portfolio Mortgage Loan, the Special Servicer
shall not permit the release described in Section 2.4.3 of the related Loan Agreement without requiring an Opinion of Counsel that
such release will not cause any Trust REMIC to fail to qualify as a REMIC, unless the related Borrower shall demonstrate to the
reasonable satisfaction of the Special Servicer that the loan to value ratio of the remaining Mortgaged Property is 125% or less,
excluding the value of personal property and going concern value.


 


(b)        
 If the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness
or deferral of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any
Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional
collateral) of the terms of a Specially Serviced Loan 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 the 85 Broad Street 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
or with respect to the 85 Broad Street Whole Loan, the 85 Broad Street 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, in the case of 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


 



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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.


 


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 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, 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
consent 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 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


 



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requirement that any prepayment of a Mortgage Loan or the 85 Broad Street 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 the 85 Broad Street 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 the 85 Broad Street 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 an 85 Broad Street Non-Trust Subordinate
Companion Loan, an 85 Broad Street Non-Trust Junior Subordinate Companion Loan Control Termination Event or an 85 Broad Street
Non-Trust Senior Subordinate Companion Loan Control Termination Event, as applicable, has occurred and is continuing or with respect
to the holder of the 85 Broad Street Trust Subordinate Companion Loan, an 85 Broad Street 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, 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


 



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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 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


 



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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 85 Broad Street 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 the 85 Broad Street 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.


 


(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)


 



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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, Column or NREC that are subject to defeasance and identified on Schedule
3, BSP, 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 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 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)


 



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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”
or clause (a)(i) of the definition of “85 Broad Street 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 85 Broad Street 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 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.


 



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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 85 Broad Street Trust Subordinate Companion Loan, an 85 Broad Street 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.


 


(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.


 






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(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 the 85 Broad Street 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 the 85 Broad Street 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 85 Broad Street Mortgage
Loan), the Operating Advisor (but, (i) other than with respect to an Excluded Loan, only after the occurrence and continuance
of an Operating Advisor Consultation Event and (ii) with respect to the Apple Sunnyvale Whole Loan and the Urban Union Amazon
Whole Loan, only to the extent it is subject to a Control Appraisal Period under the related Intercreditor Agreement), 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 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:


 






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(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


 


(x)           such other information as the Special Servicer deems relevant in light of the Servicing Standard.


 






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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 the 85 Broad Street 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 the
85 Broad Street 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 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 and consider alternative actions recommended by the Operating


 



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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 procedures described in this paragraph are collectively referred to as
the “ASR Consultation Process”.


 






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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, in the case of 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.


 


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.


 


(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


 



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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 the 85 Broad Street 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 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


 



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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 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 the 85 Broad Street Trust Subordinate Companion Loan pursuant
to this Agreement to terminate such Sub-Servicing Agreement with respect to such purchased Mortgage Loan or the 85 Broad Street
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 the 85 Broad Street 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 the 85 Broad
Street 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 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


 



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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 the 85 Broad Street Trust Subordinate Companion Loan serviced thereunder
at the time such Mortgage Loan or the 85 Broad Street 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 Servicer, as applicable, shall notify the Master Servicer or the Special Servicer, as applicable, the Trustee and
the Depositor (and the Special Servicer shall notify the Operating Advisor) in writing promptly of the appointment by it of any
Sub-Servicer, except that the Master Servicer need not provide such notice as to the Initial Sub-Servicing Agreements.


 


(b)          Each Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties
it is to service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability
of the related Mortgage Loans or the 85 Broad Street Trust Subordinate Companion Loan 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,


 



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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 the 85 Broad Street Trust Subordinate Companion Loan for
which it is responsible, and the Master Servicer or the Special Servicer, as applicable, shall pay the fees of any Sub-Servicer
thereunder as and when due from its own funds. In no event shall the Trust bear any termination fee required to be paid to any
Sub-Servicer as a result of such Sub-Servicer’s termination under any Sub-Servicing Agreement.


 


(f)         
The Trustee, upon the request of the Master Servicer or the Special Servicer, as applicable, shall furnish to any Sub-Servicer
any documents necessary or appropriate to enable such Sub-Servicer to carry out its servicing and administrative duties under any
Sub-Servicing Agreement.


 


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


 



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without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


 


(h)        
 With respect to Mortgage Loans or the 85 Broad Street Trust Subordinate Companion Loan 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 the 85 Broad Street Trust Subordinate Companion
Loan that is an Excluded Loan with respect to the Directing Holder or, in the case of the Directing Certificateholder, the Holder
of the majority of the Controlling Class, the consent of the Directing Holder, except to the extent necessary for the Special
Servicer to comply with applicable regulatory requirements.


 


Notwithstanding anything
to the contrary herein, no Sub-Servicer shall be permitted under any Sub-Servicing Agreement to make material servicing decisions,
such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan documents,
as applicable, without the consent of the Master Servicer or the Special Servicer, as applicable.


 


Section 3.21     Interest Reserve Account.


 


(a)          On the
P&I Advance Date occurring in January (except during a leap year) and February of each calendar year commencing in 2017 (in
each case, unless the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect of the
Actual/360 Mortgage Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest on
the Stated Principal Balance of the Actual/360 Mortgage Loans immediately following the Distribution Date occurring in the month
preceding the month in which P&I Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment
or P&I Advance is made in respect thereof (all amounts so deposited pursuant to this sentence in any particular January and/or
February, “Withheld Amounts”).


 


(b)          On
each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the
Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding
January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account or the 85
Broad Street Trust Subordinate Companion Loan REMIC Distribution Account.


 


Section 3.22     Directing Holder and Operating Advisor Contact with the Master Servicer and the Special Servicer. Within a reasonable
time upon request from the Directing


 



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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 85 Broad Street Trust
Subordinate Companion Loan 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 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


 



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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.


 


(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


 



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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; 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 or the 85 Broad Street 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 or the 85 Broad Street 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 or the 85 Broad Street 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 or an 85 Broad Street
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.


 






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(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 85 Broad Street Non-Trust Subordinate Companion Loans or 85 Broad Street Trust
Subordinate Companion Loan is subject to an 85 Broad Street Trust Junior Subordinate Companion Loan Control Termination Event,
an 85 Broad Street Trust Senior Companion Loan Control Termination Event 85 Broad Street 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 85 Broad Street 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.


 


(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, 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 E Certificates and the
Class E 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 .com), the Trustee,
the Master Servicer, the Special Servicer and the Operating Advisor. Notwithstanding anything to the contrary contained herein,
during such time as a Control Termination Event or Consultation Termination Event is in existence solely as a result of the operation
of clause (ii) of the definition of Control Termination Event and clause (ii) of the definition of Consultation
Termination Event, such Control Termination Event or Consultation Termination Event shall be deemed to no longer be in existence
and have not occurred with respect to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably
waived its right to exercise any of the rights of the Controlling Class Certificateholder has sold or transferred all or a portion
of its interest in the Class E Certificates if such unaffiliated third party holds the majority of the Controlling Class


 



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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 the 85 Broad Street Trust Subordinate Companion Loan that became a Specially Serviced Loan
prior to the sale or transfer of the Class E 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 the 85 Broad Street 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. 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 E Certificates (taking into account the
application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance
with Section 4.05(a) hereof) to less than 25% of the Original Certificate Balance thereof, such special notice shall state
“A Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class E 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 E 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


 



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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 E 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, in the case of 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 the 85 Broad
Street 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 or the 85 Broad Street 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.


 


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


 



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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
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


 



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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 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


 



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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 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.


 






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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 85 Broad Street Trust Subordinate Companion Loan (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) as certified in writing by the replacement master
servicer or special servicer, as applicable, it has been appointed and currently serves as a master servicer or special servicer,
as applicable, on a transaction-level basis on a transaction currently rated by Moody’s that currently has securities outstanding
and for which Moody’s has not cited servicing concerns of the applicable replacement as the sole or a material factor in
any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings
downgrade or withdrawal) of securities in a commercial mortgage backed securitization transaction serviced by the applicable replacement
master servicer or special servicer prior to the time of determination, if Moody’s is the non-responding Rating Agency, (ii) the
applicable replacement master servicer or special servicer is rated at least “CMS3” (in the case of the master servicer)
or “CSS3” (in the case of the special servicer), if Fitch is the non-responding Rating Agency or (iii) DBRS or 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 serviced
by such replacement master servicer or special servicer prior to the time of determination, if DBRS or KBRA 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


 



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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 the 85 Broad Street 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 respect to Major
Decisions relating to the Mortgage Loans or the 85 Broad Street Trust Subordinate Companion Loan 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 Final Asset Status Report delivered to the Operating
Advisor by the Special Servicer. 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 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
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


 



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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 Certificate Administrator’s
Website during the prior calendar year, the Operating Advisor shall (if, at an time during the prior calendar year, (i) any
Mortgage Loan (other than a Non-Serviced Mortgage Loan or Servicing Shift Whole Loan) or the 85 Broad Street Trust Subordinate
Companion Loan was a Specially Serviced Loan or (ii) the Operating Advisor was entitled to consult with respect to any Major
Decision) deliver to the Depositor, the Certificate Administrator (who shall promptly post such report on the Certificate Administrator’s
Website in accordance with Section 3.13(b)) and the 17g-5 Information Provider (who shall post it to the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c)) within one hundred twenty (120) days of the end of the
prior calendar year, an annual report (the “Operating Advisor Annual Report”), substantially in the form of
Exhibit V (which form may be modified or altered as to either its organization or content by the Operating Advisor, subject
to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions herein relating
to Privileged Information; provided, however, that in no event shall the information or any other content included
in the Operating Advisor Annual Report contravene any provision of this Agreement), that (a) sets forth whether the Operating Advisor
believes, in its sole discretion exercised in good faith, that the Special Servicer is operating in compliance with the Servicing
Standard with respect to its performance of its duties under this Agreement with respect to Specially Serviced Loans (and, 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. Only as used in connection with the Operating Advisor Annual Report,
the term “asset-level basis” refers to the Special Servicer’s performance of its duties with respect to the pool
of Specially Serviced Loans (and, 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,


 



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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 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 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 or (B) 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, only to the extent the Master Servicer has provided such information
to the Special Servicer), to the Operating Advisor promptly, but in


 



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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 Appraisal Reduction Amount (as calculated by the Special Servicer) or the application of the applicable non-discretionary
portions of the formula required to be utilized for such calculation, the Operating Advisor and the Special Servicer shall consult
with each other in order to resolve any material inaccuracy in the mathematical calculations or the application of the non-discretionary
portions of the related formula in arriving at those mathematical calculations or any disagreement within five (5) Business Days
of delivery of such calculations to the Operating Advisor. The Master Servicer shall cooperate with the Special Servicer and provide
any information reasonably requested by the Special Servicer necessary for the calculation of the Appraisal Reduction Amount that
is in the Master Servicer’s possession or reasonably obtainable by the Master Servicer. 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 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 85 Broad Street 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


 



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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. 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 (including the Serviced Mortgage Loans but not any Non-Serviced Mortgage
Loans nor any Companion Loan other than the 85 Broad Street Trust Subordinate Companion Loan), the 85 Broad Street Trust Subordinate
Companion Loan or each REO Mortgage Loan. As to each Mortgage Loan, each REO Loan and the 85 Broad Street 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 the 85 Broad Street 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 the 85
Broad Street 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 the 85 Broad Street 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 


 



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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 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.


 






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(j)         
After the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Certificateholders
representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for
cause and appoint a replacement operating advisor that is an Eligible Operating Advisor; provided that no such termination
shall be effective until a successor operating advisor has been appointed and has assumed all of the obligations of the Operating
Advisor under this Agreement; provided, further, that no such termination shall terminate the rights of the Operating
Advisor that accrued prior to such termination, including accrued and unpaid compensation and indemnification rights. The Trustee
may rely on a certification by the replacement operating advisor that it is an Eligible Operating Advisor. If the Trustee is unable
to find a replacement operating advisor that is an Eligible Operating Advisor within thirty (30) days of the termination of the
Operating Advisor, the Depositor shall be permitted to find a replacement. Upon any termination of the Operating Advisor and appointment
of a successor to the Operating Advisor, the Trustee will, as soon as possible, be required to give written notice of the termination
and appointment to the Special Servicer, the Master Servicer, the Certificate Administrator, the 17g-5 Information Provider (for
posting to the 17g-5 Information Provider’s Website), the Depositor, the Directing Certificateholder (only for so long as
no Consultation Termination Event has occurred and is continuing), 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


 



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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.


 


(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 the 85 Broad Street 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.


 






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(b)        
 No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent
failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the
Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall
not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into
this Agreement against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion
Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any
resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying
Agent by any Person and which on their face do not contradict the requirements of this Agreement.


 


(c)         
In the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to
ARTICLE VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to
resign or be removed.


 


(d)          This
Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying
Agent, as regards to rights accrued prior to such resignation or removal.


 


Section 3.28     Companion Register. The Companion Paying Agent shall maintain a register (the “Companion Register”)
with respect to each Serviced Companion Loan on which it will record the names and address of, and wire transfer instructions for,
the Companion Holders from time to time, to the extent such information is provided in writing to it by each Companion Holder.
The initial Companion Holders, along with their respective name and address, are listed on Exhibit S hereto. 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


 



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with the terms of the applicable Non-Serviced PSA, the Master Servicer and the Special Servicer shall acknowledge
its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable
Non-Serviced Special Servicer, as the case may be.


 


(b)        
 If any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the
Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then
the Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master
Servicer of the same.


 


(c)         
In connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced
Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each
of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such
Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and
the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s)
relating to such Other Securitization.


 


(d)          In
connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials
required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant
to the related Intercreditor Agreement, the Special Servicer shall, 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


 



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


 


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


 


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


 


Section 3.30     Delivery
of Excluded Information to the Certificate Administrator.  Any Excluded Information that the Master Servicer, the
Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate
Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as
is mutually acceptable to the parties) in one or more separate files labeled “Excluded Information” followed by the
applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any information that
is not appropriately labeled and delivered in accordance with this Section 3.30 shall not be separately posted as
Excluded Information on the Certificate Administrator’s Website, and any information appropriately labeled and delivered
to the Certificate Administrator pursuant to this Section 3.30 shall be posted on the Certificate Administrator’s
Website under the “Excluded 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


 



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not a Borrower Party and, if such Excluded Information is not available on the
Certificate Administrator’s Website, such Directing Holder or Controlling Class Certificateholder that is not a Borrower
Party with respect to the related Excluded Controlling Class Loan shall be permitted to obtain such information in accordance
with Section 3.13(a).


 


(b)          Nothing
set forth in this Agreement shall prohibit the Directing Holder or any Controlling Class Certificateholder from receiving, requesting
or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Holder
or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available to such
Excluded Controlling Class Holder via the Certificate Administrator’s Website, such Directing Certificateholder or Controlling
Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted
to obtain such information in accordance with Section 4.02(f) of this Agreement.


 


Section 3.31     85 Broad Street Trust Subordinate Companion Loan.


 


(a)         
With respect to the 85 Broad Street Trust Subordinate Companion Loan, references to actions being taken for the benefit
of such Companion Loan or in the best interests of the holders of the 85 Broad Street 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 85 Broad Street Trust Subordinate Companion Loan.


 


(b)        
Any notices, reports or other information related to the 85 Broad Street Trust Subordinate Companion Loan required to be
delivered by a party under this Agreement or the 85 Broad Street Intercreditor Agreement to the holders of the 85 Broad Street
Loan-Specific Certificates or the holders of such 85 Broad Street Trust Subordinate Companion Loan shall be delivered (in lieu
of delivery to such holders) to the 85 Broad Street 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 85 Broad Street Trust Subordinate Companion Loan.


 


(c)         
Any consents required to be obtained from the holder of the 85 Broad Street Trust Subordinate Companion Loan under this
Agreement or the 85 Broad Street Intercreditor Agreement or any obligation under this Agreement or the 85 Broad Street 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 the 85 Broad Street 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 85 Broad Street Directing Holder.


 


(d)          Any rights exercisable by the holder of an 85 Broad Street Non-Trust Junior Subordinate Companion Loan under this Agreement
or the 85 Broad Street Intercreditor Agreement with respect to the exercise of any right to replace the Special Servicer with respect
to the 85 Broad Street Whole Loan, cure rights, rights to post “threshold collateral” or purchase option rights shall
be exercisable by the holder of the 85 Broad Street Non-Trust Junior Subordinate Companion Loan (as the initial 85 Broad Street
Directing Holder) prior to an 85 Broad Street Non-Trust Junior Subordinate Companion Loan Control Termination Event and any


 



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amounts
payable, or actions required to be taken in connection with such exercise, shall be payable from or taken by such 85 Broad Street
Directing Holder, as applicable. With respect to the 85 Broad Street Whole Loan, subject to the foregoing and applicable REMIC
Provisions, the 85 Broad Street Directing Holder may direct the Master Servicer or the Special Servicer, on behalf of the Trustee
and the holders of the 85 Broad Street Loan-Specific Certificates to implement the holder of the 85 Broad Street Non-Trust Subordinate
Companion Loans’ or the holder of the 85 Broad Street 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 85 Broad Street 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 85 Broad Street Intercreditor Agreement.


 


(e)         
Prior to the Special Servicer (i) obtaining the consent of, or consulting with the 85 Broad Street Directing Holder to the
extent provided for under the 85 Broad Street Intercreditor Agreement, (ii) delivering any Asset Status Report to such 85 Broad
Street Directing Holder, or (iii) permitting the exercise of any cure rights in accordance with the 85 Broad Street Intercreditor
Agreement, such 85 Broad Street 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 85 Broad Street 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 85 Broad Street 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 85 Broad Street 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 85 Broad Street Directing Holder that the Holders of all of the 85 Broad Street Loan-Specific Certificates may unanimously
elect to exchange their Certificates for the 85 Broad Street 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
85 Broad Street 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.


 






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Section 3.32     The 85 Broad Street Directing Holder.


 


(a)         
The Certificateholder(s) holding more than fifty percent (50%) of the Certificate Balance of the 85 Broad Street Loan-Specific
Certificates shall have the right to appoint and replace (for any reason) the 85 Broad Street Directing Certificateholder.


 


(b)          The
85 Broad Street Directing Holder shall not have any liability to the Holders of the 85 Broad Street 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 an 85 Broad
Street Loan-Specific Certificate or other Certificate, each holder of an 85 Broad Street Loan-Specific Certificate or other Certificate
will be deemed to have confirmed its agreement that such 85 Broad Street 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 85 Broad Street 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 85 Broad Street Directing Holder or any of its officers, directors, employees,
principals or agents as a result of such special relationships or interests, and that any 85 Broad Street 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 85 Broad Street Loan-Specific
Certificates.


 


(c)         
Each Holder of an 85 Broad Street 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 an 85 Broad
Street Directing Holder or the resignation or removal thereof, by delivering a notice to each such Person substantially in the
form of Exhibit VV attached hereto (which notice shall include the contact information of the selected 85 Broad Street Directing
Holder, if applicable).


 


(d)          With
respect to the 85 Broad Street Whole Loan, the 85 Broad Street Directing Holder shall be entitled, prior to the occurrence and
continuance of an 85 Broad Street Non-Trust Junior Subordinate Companion Loan Control Termination Event, an 85 Broad Street Non-Trust
Senior Subordinate Companion Loan Control Termination Event and an 85 Broad Street 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 85 Broad Street Intercreditor Agreement.


 


(e)        
The Special Servicer shall be responsible for obtaining any consent of the 85 Broad Street Directing holder for “Major
Decisions” (as defined in the 85 Broad Street Intercreditor Agreement) or as otherwise required hereunder or under the terms
of the 85 Broad Street Intercreditor Agreement.


 






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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”).


 


(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 May 30, 2022 or (ii) after the termination of the Trust
and (y) not file a UCC continuation statement prior to December 30, 2021. 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 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


 



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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 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 X-A and Class X-B
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 and Class A-4 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


 



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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
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-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 and Class A-SB 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;


 


(iii)         Third,
to the Class A-1, Class A-2, Class A-3, Class A-4 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;


 


(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


 



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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;


 


(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;


 



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(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 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 and Class A-4 Regular Interests, pro rata, based on their respective
Certificate Balances, in reduction of their


 






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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 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 Certificates in respect of interest, up to an amount equal to the Class V2 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 Certificates in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed
in respect of principal on the Class A-1 Regular Interest under Section 4.01(a)(ii); and


 


(C)          third, concurrently, to (1) the Class A-1 Certificates in respect of unreimbursed Realized Losses, up to an
amount equal to the Class A-1 Percentage


 






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Interest
of the amount distributed in respect of unreimbursed Realized Losses on the Class A-1 Regular Interest under Section 4.01(a)(iii),
(2) the Class V1-A Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class V1-A Percentage
Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-1 Regular Interest under Section 4.01(a)(iii),
and (3) the Class V2 Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class V2 Percentage
Interest of the amount distributed in respect of unreimbursed Realized Losses on 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 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 Certificates in respect of interest, up to an amount equal to the Class V2 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 Certificates in respect of principal, up to an amount equal to the Class V2 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, up to an
amount equal to the Class A-2 Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class
A-2 Regular Interest under Section 4.01(a)(iii), (2) the Class V1-A Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed in respect of unreimbursed Realized
Losses on the Class A-2 Regular Interest under Section 4.01(a)(iii), and (3) the Class V2 Certificates in respect
of unreimbursed Realized Losses, up to an amount equal to the Class V2 Percentage Interest of the


 






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amount
distributed in respect of unreimbursed Realized Losses on the Class A-2 Regular Interest under Section 4.01(a)(iii).


 


(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 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 Certificates in respect of interest, up to an amount equal to the Class V2 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 Certificates in respect of principal, up to an amount equal to the Class V2 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, up to an amount equal to the
Class A-SB Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-SB Regular
Interest under Section 4.01(a)(iii), (2) the Class V1-A Certificates in respect of unreimbursed Realized Losses,
up to an amount equal to the Class V1-A Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses
on the Class A-SB Regular Interest under Section 4.01(a)(iii), and (3) the Class V2 Certificates in respect of
unreimbursed Realized Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of
unreimbursed Realized Losses on 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 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


 






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Certificates
and the Class V2 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 Certificates in respect of interest, up to an amount equal to the Class V2 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 Certificates in respect of principal, up to an amount equal to the Class V2 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, up to an amount equal to the
Class A-3 Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-3 Regular Interest
under Section 4.01(a)(iii), (2) the Class V1-A Certificates in respect of unreimbursed Realized Losses, up to
an amount equal to the Class V1-A Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on
the Class A-3 Regular Interest under Section 4.01(a)(iii), and (3) the Class V2 Certificates in respect of unreimbursed
Realized Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed
Realized Losses on 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 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 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


 














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respect
of interest on the Class A-4 Regular Interest under Section 4.01(a)(i), and (3) the Class V2 Certificates in respect of
interest, up to an amount equal to the Class V2 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 Certificates in respect of principal, up to an amount equal to the Class V2 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, up to an
amount equal to the Class A-4 Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class
A-4 Regular Interest under Section 4.01(a)(iii), (2) the Class V1-A Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed in respect of unreimbursed Realized
Losses on the Class A-4 Regular Interest under Section 4.01(a)(iii), and (3) the Class V2 Certificates in respect
of unreimbursed Realized Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect
of unreimbursed Realized Losses on 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 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 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 Certificates in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed
in respect of interest on the Class X-A Regular Interest under Section 4.01(a)(i).


 


(vii)         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
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


 






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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
Certificates in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect
of interest on the Class X-B Regular Interest under Section 4.01(a)(i).


 


(viii)        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 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 Certificates in respect of interest, up to an amount equal to the Class V2 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 Certificates in respect of principal, up to an amount equal to the Class V2 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, up to an
amount equal to the Class A-S Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class
A-S Regular Interest under Section 4.01(a)(vi), (2) the Class V1-A Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed in respect of unreimbursed Realized
Losses on the Class A-S Regular Interest under Section 4.01(a)(vi), and (3) the Class V2 Certificates in respect
of unreimbursed Realized Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect
of unreimbursed Realized Losses on the Class A-S Regular Interest under Section 4.01(a)(vi).


 






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(ix)          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 Certificates and the Class V2 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 Certificates
in respect of interest, up to an amount equal to the Class V2 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 Certificates in respect of principal, up to an amount equal to the Class V2 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, up to an amount
equal to the Class B Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class B Regular
Interest under Section 4.01(a)(ix), (2) the Class V1-B Certificates in respect of unreimbursed Realized Losses,
up to an amount equal to the Class V1-B Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses
on the Class B Regular Interest under Section 4.01(a)(ix), and (3) the Class V2 Certificates in respect of unreimbursed
Realized Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed
Realized Losses on the Class B Regular Interest under Section 4.01(a)(ix).


 


(x)           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 Certificates
in the following amounts and in the following order of priority:


 






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(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 respect of interest on the Class C Regular Interest under Section 4.01(a)(x), and (3) the
Class V2 Certificates in respect of interest, up to an amount equal to the Class V2 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 Certificates in respect of principal, up to an amount equal to the Class V2 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, up to an amount
equal to the Class C Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class C Regular
Interest under Section 4.01(a)(xii), (2) the Class V1-B Certificates in respect of unreimbursed Realized Losses,
up to an amount equal to the Class V1-B Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses
on the Class C Regular Interest under Section 4.01(a)(xii), and (3) the Class V2 Certificates in respect of unreimbursed
Realized Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed
Realized Losses on the Class C Regular Interest under Section 4.01(a)(xii).


 


(xi)          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 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 Certificates in respect of interest, up to an amount equal to


 






     -348-


     

    

 


the
Class V2 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 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 Certificates
in respect of principal, up to an amount equal to the Class V2 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, up to an amount
equal to the Class D Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class D Regular
Interest under Section 4.01(a)(xv), (2) the Class V1-D Certificates in respect of unreimbursed Realized Losses,
up to an amount equal to the Class V1-D Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses
on the Class D Regular Interest under Section 4.01(a)(xv), and (3) the Class V2 Certificates in respect of unreimbursed
Realized Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed
Realized Losses on the Class D Regular Interest under Section 4.01(a)(xv).


 


(xii)         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 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 Certificates in respect of interest, up to an amount equal to the Class V2 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


 






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in
respect of principal on the Class E Regular Interest under Section 4.01(a)(xvii), and (3) the Class V2 Certificates
in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of principal
on the Class E Regular Interest under Section 4.01(a)(xvii); and


 


(C)          third,
concurrently, to (1) the Class E Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the
Class E Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class E Regular
Interest under Section 4.01(a)(xviii), (2) the Class V1-E Certificates in respect of unreimbursed Realized Losses, up to an
amount equal to the Class V1-E Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on
the Class E Regular Interest under Section 4.01(a)(xviii), and (3) the Class V2 Certificates in respect of
unreimbursed Realized Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect
of unreimbursed Realized Losses on the Class E Regular Interest under Section 4.01(a)(xviii).


 


(xiii)        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 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 Certificates in respect of interest, up to an amount equal to the Class V2 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 Certificates in respect of principal, up to an amount equal to the Class V2 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, up to an amount equal to the Class
F Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class F Regular Interest under
Section 4.01(a)(xxi), (2) the Class V1-E Certificates in respect of unreimbursed Realized Losses, up to an amount
equal to the Class V1-E Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the 


 






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Class
F Regular Interest under Section 4.01(a)(xxi), and (3) the Class V2 Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed Realized
Losses on the Class F Regular Interest under Section 4.01(a)(xxi).


 


(xiv)        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 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 Certificates in respect of interest, up to an amount equal to the Class V2 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 Certificates in respect of principal, up to an amount equal to the Class V2 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, up to an amount
equal to the Class NR Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class NR
Regular Interest under Section 4.01(a)(xxiv), (2) the Class V1-E Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V1-E Percentage Interest of the amount distributed in respect of unreimbursed Realized
Losses on the Class NR Regular Interest under Section 4.01(a)(xxiv), and (3) the Class V2 Certificates in respect
of unreimbursed Realized Losses, up to an amount equal to the Class V2 Percentage


 






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Interest
of the amount distributed in respect of unreimbursed Realized Losses on the Class NR Regular Interest under Section 4.01(a)(xxiv).


 


(c)           On each Distribution Date, to the extent of the 85 Broad Street Trust Subordinate Companion Loan Available Funds for such
Distribution Date, the Certificate Administrator shall be deemed to transfer the Interest Distribution Amount and the 85 Broad
Street Principal Distribution Amount from the 85 Broad Street 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 85 Broad Street
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 85BD-R Certificates and the Regular Interest Distribution Account
in respect of the Holders of the 85 Broad Street Loan-Specific Regular Interests in the amounts and in the order of priority set
forth below:


 


(i)            first, to the Class 85BD-A 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 85BD-A Regular Interest, in reduction of the Certificate Balance thereof, up to an amount equal
to the 85 Broad Street Principal Distribution Amount, until the Certificate Balance of such Regular Interest is reduced to zero;


 


(iii)          third, to the Class 85BD-A Regular Interest, up to an amount equal to the aggregate of unreimbursed 85 Broad Street
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 85 Broad Street Realized Loss was allocated to such Regular Interest;


 


(iv)          fourth, to the Class 85BD-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 85BD-B Regular Interest, in reduction of the Certificate Balance thereof, an amount equal to
the 85 Broad Street Principal Distribution Amount, until the Certificate Balance of such Regular Interest is reduced to zero;


 


(vi)          sixth, to the Class 85BD-B Regular Interest, up to an amount equal to the aggregate of unreimbursed 85 Broad Street
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 85 Broad Street Realized Loss was allocated to such Regular Interest;


 


(vii)         seventh, to the Class 85BD-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 85BD-C Regular Interest, in reduction of the Certificate Balance thereof, an amount equal to
the 85 Broad Street Principal Distribution Amount, until the Certificate Balance of such Regular Interest is reduced to zero;


 






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(ix)          ninth, to the Class 85BD-C Regular Interest, up to an amount equal to the aggregate of unreimbursed 85 Broad Street
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 85 Broad Street Realized Loss was allocated to such Regular Interest;
and


 


(x)           tenth, to the Class R Certificates, in respect of the Class 85BD-R Interest, any remaining amounts.


 


(d)          Amounts distributed on the 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 85 Broad Street Loan-Specific Certificates as set forth below:


 


(i)            On each Distribution Date, simultaneously with the distributions made on the Class 85BD-A Regular Interest under Section 4.01(c),
the aggregate amount so distributed on the Class 85BD-A Regular Interest on such Distribution Date shall be further distributed
by the Certificate Administrator to the Holders of the Class 85BD-A Certificates, the Class V1-85A Certificates and the Class
V2-85 Certificates in the following amounts and in the following order of priority:


 


(A)          first, concurrently, to (1) the Class 85BD-A Certificates in respect of interest, up to an amount equal to the
Class 85BD-A Percentage Interest of the amount distributed in respect of interest on the Class 85BD-A Regular Interest under Section 4.01(c)(i),
(2) the Class V1-85A Certificates in respect of interest, up to an amount equal to the Class V1-85A Percentage Interest of
the amount distributed in respect of interest on the Class 85BD-A Regular Interest under Section 4.01(c)(i), and (3) the
Class V2-85 Certificates in respect of interest, up to an amount equal to the Class V2-85 Percentage Interest of the amount distributed
in respect of interest on the Class 85BD-A Regular Interest under Section 4.01(c)(i);


 


(B)          second, concurrently, to (1) the Class 85BD-A Certificates in respect of principal, up to an amount equal to
the Class 85BD-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 V1-85A Certificates in respect of principal, up to an amount equal to the Class
V1-85A Percentage Interest of the amount distributed in respect of principal on the Class 85BD-A Regular Interest under Section 4.01(c)(ii),
and (3) the Class V2-85 Certificates in respect of principal, up to an amount equal to the Class V2-85 Percentage Interest
of the amount distributed in respect of principal on the Class 85BD-A Regular Interest under Section 4.01(c)(ii); and


 


(C)          third, concurrently, to (1) the Class 85BD-A Certificates in respect of unreimbursed 85 Broad Street Realized
Losses, up to an amount equal to the Class 85BD-A Percentage Interest of the amount distributed in respect of unreimbursed 85 Broad
Street Realized Losses on the Class 85BD-A Regular Interest under Section 4.01(a)(iii), (2) the Class 85BD-A Certificates
in respect of


 






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unreimbursed
85 Broad Street Realized Losses, up to an amount equal to the Class V1-85A Percentage Interest of the amount distributed in respect
of unreimbursed 85 Broad Street Realized Losses on the Class 85BD-A Regular Interest under Section 4.01(a)(iii), and
(3) the Class V2-85 Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class V2-85 Percentage
Interest of the amount distributed in respect of unreimbursed 85 Broad Street Realized Losses on the Class 85BD-A Regular Interest
under Section 4.01(a)(iii).


 


(ii)           On each Distribution Date, simultaneously with the distributions made on the Class 85BD-B Regular Interest under Section 4.01(c),
the aggregate amount so distributed on the Class 85BD-B Regular Interest on such Distribution Date shall be further distributed
by the Certificate Administrator to the Holders of the Class 85BD-B Certificates, the Class V1-85B Certificates and the Class
V2-85 Certificates in the following amounts and in the following order of priority:


 


(A)         first, concurrently, to (1) the Class 85BD-B Certificates in respect of interest, up to an amount equal to the
Class 85BD-B Percentage Interest of the amount distributed in respect of interest on the Class 85BD-B Regular Interest under Section 4.01(c)(iv),
(2) the Class V1-85B Certificates in respect of interest, up to an amount equal to the Class V1-85B Percentage Interest of
the amount distributed in respect of interest on the Class 85BD-B Regular Interest under Section 4.01(c)(iv), and (3) the
Class V2-85 Certificates in respect of interest, up to an amount equal to the Class V2-85 Percentage Interest of the amount distributed
in respect of interest on the Class 85BD-B Regular Interest under Section 4.01(c)(iv);


 


(B)          second, concurrently, to (1) the Class 85BD-B Certificates in respect of principal, up to an amount equal to
the Class 85BD-B Percentage Interest of the amount distributed in respect of principal on the Class 85BD-B Regular Interest under
Section 4.01(c)(v), (2) the Class V1-85B Certificates in respect of principal, up to an amount equal to the Class
V1-85B Percentage Interest of the amount distributed in respect of principal on the Class 85BD-B Regular Interest under Section 4.01(c)(v),
and (3) the Class V2-85 Certificates in respect of principal, up to an amount equal to the Class V2-85 Percentage Interest
of the amount distributed in respect of principal on the Class 85BD-B Regular Interest under Section 4.01(c)(v); and 


 


(C)          third, concurrently, to (1) the Class 85BD-B Certificates in respect of unreimbursed 85 Broad Street Realized
Losses, up to an amount equal to the Class 85BD-B Percentage Interest of the amount distributed in respect of unreimbursed 85
Broad Street Realized Losses on the Class 85BD-B Regular Interest under Section 4.01(c)(vi), (2) the Class V1-85B
Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class V1-85B Percentage Interest of the
amount distributed in respect of unreimbursed Realized Losses on the Class 85BD-B Regular Interest under Section 4.01(c)(vi),
and (3) the Class V2-85 Certificates in respect of unreimbursed 85 Broad Street 


 



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Realized Losses, up to an amount equal to
the Class V2-85 Percentage Interest of the amount distributed in respect of unreimbursed 85 Broad Street Realized Losses on the
Class 85BD-B Regular Interest under Section 4.01(c)(vi).


 


(iii)          On each Distribution Date, simultaneously with the distributions made on the Class 85BD-C Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class 85BD-C Regular Interest on such Distribution Date shall be further distributed
by the Certificate Administrator to the Holders of the Class 85BD-C Certificates, the Class V1-85C Certificates and the Class
V2-85 Certificates in the following amounts and in the following order of priority:


 


(A)          first, concurrently, to (1) the Class 85BD-C Certificates in respect of interest, up to an amount equal to the
Class 85BD-C Percentage Interest of the amount distributed in respect of interest on the Class 85BD-C Regular Interest under Section 4.01(c)(vii),
(2) the Class V1-85C Certificates in respect of interest, up to an amount equal to the Class V1-85C Percentage Interest of
the amount distributed in respect of interest on the Class 85BD-C Regular Interest under Section 4.01(c)(vii), and
(3) the Class V2-85 Certificates in respect of interest, up to an amount equal to the Class V2-85 Percentage Interest of the
amount distributed in respect of interest on the Class 85BD-C Regular Interest under Section 4.01(c)(vii);


 


(B)          second, concurrently, to (1) the Class 85BD-C Certificates in respect of principal, up to an amount equal to
the Class 85BD-C Percentage Interest of the amount distributed in respect of principal on the Class A-3 Regular Interest under
Section 4.01(c)(viii), (2) the Class V1-85C Certificates in respect of principal, up to an amount equal to the
Class V1-85C Percentage Interest of the amount distributed in respect of principal on the Class 85BD-C Regular Interest under Section 4.01(c)(viii),
and (3) the Class V2-85 Certificates in respect of principal, up to an amount equal to the Class V2-85 Percentage Interest
of the amount distributed in respect of principal on the Class 85BD-C Regular Interest under Section 4.01(c)(viii);
and


 


(C)          third, concurrently, to (1) the Class 85BD-C Certificates in respect of unreimbursed 85 Broad Street Realized
Losses, up to an amount equal to the Class 85BD-C Percentage Interest of the amount distributed in respect of unreimbursed 85 Broad
Street Realized Losses on the Class 85BD-C Regular Interest under Section 4.01(c)(ix), (2) the Class V1-85C Certificates
in respect of unreimbursed 85 Broad Street Realized Losses, up to an amount equal to the Class V1-85C Percentage Interest of the
amount distributed in respect of unreimbursed 85 Broad Street Realized Losses on the Class 85BD-C Regular Interest under Section 4.01(c)(ix),
and (3) the Class V2-85 Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class V2-85
Percentage Interest of the amount distributed in respect of unreimbursed 85 Broad Street Realized Losses on the Class 85BD-C Regular
Interest under Section 4.01(c)(ix).


 






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(e)           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(b),
Section 4.01(f), Section 4.01(h) and Section 4.01(k) 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-SB and Class LA-S Uncertificated Interests, the Class X-A Regular Interest and (ii) in
the case of the Class LB Uncertificated Interest, the Class X-B Regular Interest, , in each case, computed based on an interest
rate equal to the excess of the Weighted Average Net Mortgage Rate over the Pass-Through Rate of the 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) or Section 4.01(c), 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.


 


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(g)(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 85 Broad Street Trust Subordinate Companion Loan REMIC Regular Interest shall be deemed to receive distributions in
respect of principal or reimbursement of 85 Broad Street Realized Loss in an amount equal to the amount of principal or reimbursement
of 85 Broad Street Realized Loss actually distributable to the Holders of the respective Related Certificates as provided in Section 4.01(a),
Section 4.01(b), Section 4.01(f), Section 4.01(h) and Section 4.01(k) such that at all
times the Lower-Tier Principal Amount of each Class of 85 Broad Street 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 85 Broad Street
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


 






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the
extent actually distributable thereon as provided in this Section 4.01(b) and Section 4.01(e), as applicable.
Amounts distributable pursuant to this paragraph are referred to herein collectively as the “85 Broad Street Trust Subordinate
Companion Loan REMIC Distribution Amount” and shall be made by the Certificate Administrator by deeming such 85 Broad
Street Trust Subordinate Companion Loan REMIC Distribution Amount to be withdrawn from the 85 Broad Street 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 85 Broad Street 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 85 Broad Street Realized Losses, as
provided in Section 4.04(b) and Section 4.04(c). The initial principal balance of each 85 Broad Street
Trust Subordinate Companion Loan REMIC Regular Interest shall equal the respective Original Lower-Tier Principal Amount. The pass-through
rate with respect to each 85 Broad Street 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 85 Broad Street Trust Subordinate Companion Loan REMIC Distribution Account on each Distribution Date after distribution
of the 85 Broad Street Trust Subordinate Companion Loan REMIC Distribution Amount, and distribution of Yield Maintenance Charges
pursuant to Section 4.01(g)(iii) shall be distributed to Holders of the Class R Certificates in respect of the Class
85BD-R Interest (but only to the extent of 85 Broad Street Trust Subordinate Companion Loan Available Funds for such Distribution
Date remaining in the 85 Broad Street Trust Subordinate Companion Loan REMIC Distribution Account, if any).


 


(f)            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).


 


(g)           Funds on deposit in the Distribution Account on each Distribution Date that represent Yield Maintenance Charges received
by the Trust with respect to any Mortgage Loan or REO Loan or the 85 Broad Street 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-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


 






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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 of
the 85 Broad Street Trust Subordinate Companion shall be distributed to the 85 Broad Street Loan-Specific Regular Interests.


 


For purposes of the first
paragraph of this Section 4.01(g), the relevant “Base Interest Fraction” in connection with any
Principal Prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge, and with respect to any
principal prepayment on any Mortgage Loan and with respect to any Class of Class A-1, Class A-2, Class A-3, Class A-4,
Class A-SB, Class A-S, Class B, Class C and Class D 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
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


 






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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 Certificate Administrator
shall select a comparable publication as the source of the applicable yields of U.S. Treasury constant maturities, and the Certificate
Administrator 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-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(g) 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(e) above and (ii) in respect of the 85 Broad Street Loan-Specific Certificates on each Distribution Date pursuant to Section 4.01(g) shall first be deemed to be distributed from the 85 Broad Street Trust Subordinate Companion Loan REMIC Distribution Account
to the Upper-Tier REMIC in respect of the 85 Broad Street Companion Loan REMIC Regular Interests, pro rata based on the
amount of principal distributed in respect of each such Class of 85 Broad Street Companion Loan REMIC Regular Interests for such
Distribution Date pursuant to Section 4.01(e).


 


(iii)          On each Distribution Date, any Yield Maintenance Charges payable in respect of the 85 Broad Street Whole Loan and received
during the related Collection Period and allocable in respect of the 85 Broad Street Trust Subordinate Companion Loan pursuant
to the 85 Broad Street Intercreditor Agreement shall be distributed to the 85 Broad Street Loan-Specific Certificates by the Certificate
Administrator in the following manner: to the holders of the Class 85BD-A, Class 85BD-B and Class 85BD-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 85 Broad Street
Loan-Specific Certificates
on such Distribution Date and whose denominator is the total amount of principal distributed to the holders of the Class 85BD-A,
Class 85BD-B and Class 85BD-C Certificates on such Distribution Date, (y) the 85 Broad Street Base Interest Fraction for the related
principal prepayment and such class of 85 Broad Street Loan-Specific 


 






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Certificates and (z) the aggregate amount of such Yield Maintenance
Charges allocated to the 85 Broad Street Trust Subordinate Companion Loan. If there is more than one Class of 85 Broad Street
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 85 Broad Street 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 85BD-A, Class 85BD-B and Class 85BD-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 Certificates, pro rata in proportion to the Class A-1 Percentage Interest, the Class
V1-A Percentage Interest and the Class V2 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 Certificates, pro rata in proportion to the Class A-2 Percentage Interest, the Class
V1-A Percentage Interest and the Class V2 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 Certificates, pro rata in proportion to the Class A-SB Percentage Interest, the
Class V1-A Percentage Interest and the Class V2 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 Certificates, pro rata in proportion to the Class A-3 Percentage Interest, the Class
V1-A Percentage Interest and the Class V2 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 Certificates, pro rata in proportion to the Class A-4 Percentage Interest, the Class
V1-A Percentage Interest and the Class V2 Percentage Interest, respectively;


 


(vi)          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 Certificates, pro rata in proportion to the Class X-A Percentage Interest, the Class
V1-A Percentage Interest and the Class V2 Percentage Interest, respectively;


 


(vii)         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


 






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Certificates,
pro rata in proportion to the Class A-S Percentage Interest, the Class V1-A Percentage Interest and the Class V2 Percentage
Interest, respectively;


 


(viii)        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 Certificates, pro rata in proportion to the Class X-B Percentage Interest, the
Class V1-B Percentage Interest and the Class V2 Percentage Interest, respectively;


 


(ix)          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 Certificates, pro rata in proportion to the Class B Percentage Interest, the Class
V1-B Percentage Interest and the Class V2 Percentage Interest, respectively;


 


(x)           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 Certificates, pro rata in proportion to the Class C Percentage Interest, the Class
V1-B Percentage Interest and the Class V2 Percentage Interest, respectively;


 


(xi)          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 Certificates, pro rata in proportion to the Class D Percentage Interest, the Class
V1-D Percentage Interest and the Class V2 Percentage Interest, respectively;


 


(xii)         the Class 85BD-A Regular Interest shall be further allocated between and distributed on the Class 85BD-A Certificates,
the Class V1-85A Certificates and the Class V2-85 Certificates, pro rata in proportion to the Class 85BD-A Percentage Interest,
the Class V1-85A Percentage Interest and the Class V2-85 Percentage Interest, respectively;


 


(xiii)        the Class 85BD-B Regular Interest shall be further allocated between and distributed on the Class 85BD-B Certificates,
the Class V1-85A Certificates and the Class V2-85 Certificates, pro rata in proportion to the Class 85BD-B Percentage Interest,
the Class V1-85B Percentage Interest and the Class V2-85 Percentage Interest, respectively; and


 


(xiv)        the Class 85BD-C Regular Interest shall be further allocated between and distributed on the Class 85BD-C Certificates,
the Class V1-85C Certificates and the Class V2-85 Certificates, pro rata in proportion to the Class 85BD-C Percentage Interest,
the Class V1-85C Percentage Interest and the Class V2-85 Percentage Interest, respectively;


 


(h)           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” or “85 Broad Street Trust Subordinate Companion
Loan Available Funds” and shall remit all amounts on deposit in the Gain-on-Sale Reserve Account to the Collection Account
(or, with respect to the 85 Broad Street Loan-Specific Certificates, the sub-account created pursuant to Section 3.04(b)
for the 85 Broad Street Whole Loan) to be included as part of the applicable Available Funds. Upon termination of the Trust,


 






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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.


 


(i)            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(j), 4.01(k) and 9.01, all such distributions with respect to each Class on
each Distribution Date shall be made to the Certificateholders of the respective Class of record at the close of business on the
related Record Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder
at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate
Administrator with written wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed
to such Certificateholder at its address in the Certificate Register. The final distribution on each Certificate (determined without
regard to any possible future reimbursement of Realized Losses previously allocated to such Certificate) will be made in like manner,
but only upon presentation and surrender of such Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


 


Each distribution with
respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures.
Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents
and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”)
for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents.
None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer, the Special
Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement or applicable
law.


 


(j)            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.


 






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Any funds not distributed to any Holder
or Holders of Certificates of such Class on such Distribution Date because of the failure of such 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(j)
shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall
take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it
shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust hereunder by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with this Section 4.01(j).


 


(k)           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(f), 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(j) as if such Holder had failed
to surrender its Certificates.


 


(l)            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-E, Class V2 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-E, Class V2 and Class
Z Certificates as set forth in the prior sentence.


 


(m)          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:


 






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(i)            to pay to the Master Servicer any amounts deposited by the Master Servicer in the Companion Distribution Account not required
to be deposited therein;


 


(ii)           to the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee
or the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable
or reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;


 


(iii)          to pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related
Companion Holder, in accordance with the related Intercreditor Agreement; and


 


(iv)          to clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All distributions from
the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder
by wire transfer in immediately available funds on the Serviced Whole Loan Remittance Date to the account of such Companion Holder
or an agent therefor appearing on the Companion Register on the related Record Date (or, if no such account so appears or information
relating thereto is not provided at least five Business Days prior to the related Record Date, by check sent by first class mail
to the address of such Companion Holder or its agent appearing on the Companion Register). Any such account shall be located at
a commercial bank in the United States.


 


On the final Master Servicer
Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who
shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and
that were transferred from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Master Servicer
Remittance Date.


 


(n)           [Reserved].


 


(o)           [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;


 






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(ii)           the aggregate amount of Advances made, with respect to the pool of Mortgage Loans and the 85 Broad Street Trust Subordinate
Companion Loan, during the period from but not including the previous Distribution Date to and including such Distribution Date
and details of P&I Advances as of the P&I Advance Date;


 


(iii)          the aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid
to the Master Servicer and the Special Servicer, compensation paid to the Operating Advisor and CREFC® Intellectual
Property Royalty License Fees paid to CREFC®, in each case, with respect to the Collection Period for such Determination
Date together with detailed calculations of servicing compensation paid to the Master Servicer and the Special Servicer;


 


(iv)          the aggregate Stated Principal Balance of the Mortgage Loans, the 85 Broad Street Trust Subordinate Companion Loan and
any REO Loans, with respect to the pool of Mortgage Loans and the 85 Broad Street Trust Subordinate Companion Loan, 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 85 Broad Street Trust Subordinate Companion Loan, with respect to the pool of Mortgage
Loans and the 85 Broad Street Trust Subordinate Companion Loan, 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 85 Broad Street Trust Subordinate Companion Loan
(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 and the 85 Broad Street 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-E, Class V2 and Class Z Certificates, any Excess Interest;


 






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(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 85 Broad Street Trust Subordinate Companion Loan;


 


(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 or the 85 Broad Street Realized Loss, as applicable, on such Distribution Date and the aggregate amount of all reductions
as a result of allocations of Pooled Realized Losses or 85 Broad Street Realized Losses in respect of the Pooled Principal Balance
Certificates or the 85 Broad Street Loan-Specific Certificates to date;


 


(xv)         the Certificate Factor for each Class of Certificates (other than the Class Z and Class R Certificates) immediately following
such Distribution Date;


 


(xvi)        the amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan,
the amount allocable to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a
loan-by-loan basis;


 


(xvii)       the current Controlling Class;


 


(xviii)      the number and related Stated Principal Balance of any Mortgage Loans or the 85 Broad Street Trust Subordinate Companion
Loan 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 the 85 Broad Street 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 the 85 Broad Street 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) and Section 4.01(f);


 


(xxiii)      the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement
of previously allocated Realized Losses or 85 Broad Street Realized Loss;


 






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(xxiv)      the aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


 


(xxv)       with respect to any Mortgage Loan or the 85 Broad Street 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 85 Broad Street Realized Loss
allocated to the 85 Broad Street 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 85 Broad Street Realized Loss allocated to the 85 Broad Street
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 85 Broad Street Trust Subordinate Companion
Loan (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 the 85 Broad Street Trust
Subordinate Companion Loan;


 






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(xxxii)      a loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan
by the applicable Mortgage Loan Seller;


 


(xxxiii)     an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its affiliates
with respect to the related Distribution Date, which information will be provided to the Certificate Administrator by the Master
Servicer; and





 


(xxxiv)     the amount of any Excess Interest actually received.


 


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv)
and (xxxiv) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable
Class and per Definitive Certificate.


 


The Certificate Administrator
has not obtained and shall not be deemed to have obtained actual knowledge of any information by virtue of its receipt from another
party for the purposes of posting of such information to the Certificate Administrator’s Website 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


 






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paragraph,
the availability of such information or reports on the Internet or similar electronic media shall not be deemed to satisfy any
specific delivery requirements in this Agreement except as set forth herein. In connection with providing access to the Master
Servicer’s or Special Servicer’s Internet website, the Master Servicer or the Special Servicer, as applicable, shall
take reasonable measures to ensure that only such parties listed above may access such information including, without limitation,
requiring registration, a confidentiality agreement and acceptance of a disclaimer. The Master Servicer or the Special Servicer,
as applicable, shall not be liable for dissemination of this information in accordance with this Agreement, and neither the Master
Servicer nor the Special Servicer shall be responsible for any information delivered, produced, or made available pursuant to
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


 






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Administrator
as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A under the Securities
Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for the sufficiency under
Rule 144A or any other securities laws of any available information so furnished to any person including any prospective
purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished which was
prepared or delivered to them by another.


 


(e)           The information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)            Upon the reasonable request of 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


 






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made
in respect of the related Distribution Date or (B) 85 Broad Street Trust Subordinate Companion Loan REMIC Distribution Account,
an amount equal to the aggregate amount of P&I Advances, if any, with respect to the 85 Broad Street 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 85 Broad Street Trust Subordinate Companion Loan 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 85 Broad Street Trust Subordinate Companion Loan
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 85 Broad Street Trust Subordinate Companion Loan 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 85 Broad Street Trust Subordinate Companion Loan 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 85 Broad Street Trust Subordinate Companion
Loan 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 85 Broad Street Trust Subordinate Companion
Loan and any REO Loan (including any portion of a REO Loan related to the 85 Broad Street
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 the 85
Broad Street 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 85 Broad 


 






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Street 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
85 Broad Street Assumed Scheduled Payments, with respect to the 85 Broad Street 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 85 Broad Street Trust Subordinate Companion Loan or REO Loan, as applicable, during the related Collection
Period) therefor. Subject to subsection (c) below, the obligation of the Master Servicer to make such P&I Advances
is mandatory, and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan), the 85 Broad Street Trust Subordinate
Companion Loan or REO Loan (including any portion of a REO Loan related to the 85 Broad Street 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 85 Broad Street Trust Subordinate Companion Loan. The Special
Servicer shall not make any P&I Advances on any Mortgage Loan or Companion Loan, including the 85 Broad Street 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


 






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the
related Non-Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation
with the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, or otherwise.


 


(d)           In connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a),
the Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any
amounts then on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder
(unless related thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest
at the Reimbursement Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but
not including the date of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) made
with respect to a Mortgage Loan or the 85 Broad Street 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 the 85 Broad Street Trust Subordinate Companion Loan, shall look solely to the proceeds available in respect of the
85 Broad Street Trust Subordinate Companion Loan and shall be entitled to take into account the subordinate nature of the 85 Broad
Street 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 the 85 Broad Street Trust Subordinate Companion Loan, the subordinate nature of the 85 Broad Street 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,


 






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late
payment charges, Balloon Payment or any P&I Advance with respect to any Companion Loan (other than the 85 Broad Street 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 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 the
85 Broad Street 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 the 85 Broad Street 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 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 the 85 Broad Street 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 the
85 Broad Street Trust Subordinate Companion Loan), if any, and the denominator of which is equal to the Stated Principal Balance
of such Mortgage Loan or the 85 Broad Street 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 85 Broad Street Assumed Scheduled Payments, with respect to the 85 Broad Street 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 the 85 Broad Street 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 (X) 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 85 Broad Street 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”) and (Y)
with respect to the 85 Broad Street Trust Subordinate Companion Loan (i) the Stated Principal Balance of the 85 Broad Street Trust
Subordinate Companion Loan (including the assumed Stated Principal Balance if the 85 Broad Street Trust Subordinate Companion Loan
have become an REO Loan) expected to be outstanding immediately following such Distribution Date is less than (ii) the aggregate


 






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Certificate
Balance of the 85 Broad Street Loan-Specific Certificates after giving effect to distributions of principal on such Distribution
Date (any such deficit with respect to the 85 Broad Street Loan-Specific Certificates, the “85 Broad Street Realized
Loss”). Realized Losses with respect to the 85 Broad Street Whole Loan shall be allocated first to the 85 Broad
Street Trust Subordinate Companion Loan (and, correspondingly, to the Class 85BD-A, Class 85BD-B and Class 85BD-C Regular Interests,
as applicable, in reverse alphabetic order) and then to the 85 Broad Street Pari Passu Companion Loan and the to the 85 Broad
Street Mortgage Loan on a pro rata and pari passu basis. 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 and/or the 85 Broad Street Trust Subordinate Companion Loan
and previously resulted in a reduction of the Principal Distribution Amount or the 85 Broad Street Principal Distribution Amount,
as applicable, are subsequently recovered on the related Mortgage Loan and/or the 85 Broad Street 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 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 85 Broad Street 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 and Class A-SB Regular Interests, 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 85 Broad Street Loan-Specific Regular Interests will be reduced without distribution as a write-off to the extent of any 85
Broad Street Realized Losses attributable to the 85 Broad Street Trust Subordinate Companion Loan in accordance with Section 4.04(a).
Any such write-off with respect to the 85 Broad Street Trust Subordinate Companion Loan shall be allocated first, to the
Class 85BD-C Regular Interest, then, to the Class 85BD-B Regular Interest, then, to the Class 85BD-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:


 






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(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 Certificates, pro rata in proportion to the Class A-1 Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 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 Certificates, pro rata in proportion to the Class A-2 Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 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 Certificates, pro rata in proportion to the Class A SB Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 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 Certificates, pro rata in proportion to the Class A-3 Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 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 Certificates, pro rata in proportion to the Class A-4 Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 Percentage Interest, respectively;


 


(F)          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 Certificates, pro rata in proportion to the Class A-S Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 Percentage Interest, respectively;


 


(G)          the Class B Regular Interest shall be further allocated to the Class B Certificates, the Class V1-B Certificates and the
Class V2 Certificates, pro rata in proportion to the Class B Percentage Interest, the Class V1-B Percentage Interest and
the Class V2 Percentage Interest, respectively;


 


(H)         the Class C Regular Interest shall be further allocated to the Class C Certificates, the Class V1-B Certificates and the
Class V2 Certificates, pro rata in proportion to the Class C Percentage Interest, the Class V1-B Percentage Interest and
the Class V2 Percentage Interest, respectively;


 


(I)           the Class D Regular Interest shall be further allocated to the Class D Certificates, the Class V1-D Certificates and the
Class V2 Certificates, pro rata in proportion to the Class D Percentage Interest, the Class V1-D Percentage Interest and
the Class V2 Percentage Interest, respectively;


 


(J)           the Class E Regular Interest shall be further allocated to the Class E Certificates, the Class V1-E Certificates and the
Class V2 Certificates, pro rata in proportion to


 






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the
Class E Percentage Interest, the Class V1-E Percentage Interest and the Class V2 Percentage Interest, respectively;


 


(K)          the Class F Regular Interest shall be further allocated to the Class F Certificates, the Class V1-E Certificates and the
Class V2 Certificates, pro rata in proportion to the Class F Percentage Interest, the Class V1-E Percentage Interest and
the Class V2 Percentage Interest, respectively;


 


(L)          the Class NR Regular Interest shall be further allocated to the Class NR Certificates, the Class V1-E Certificates and the
Class V2 Certificates, pro rata in proportion to the Class NR Percentage Interest, the Class V1-E Percentage Interest and
the Class V2 Percentage Interest, respectively;


 


(M)         the Class 85BD-A Regular Interest shall be further allocated to the Class 85BD-A Certificates, the Class V1-85A Certificates
and the Class V2-85 Certificates, pro rata in proportion to the Class 85BD-A Percentage Interest, the Class V1-85A Percentage
Interest and the Class V2-85 Percentage Interest, respectively;


 


(N)          the Class 85BD-B Regular Interest shall be further allocated to the Class 85BD-B Certificates, the Class V1-85B Certificates
and the Class V2-85 Certificates, pro rata in proportion to the Class 85BD-B Percentage Interest, the Class V1-85B Percentage
Interest and the Class V2-85 Percentage Interest, respectively; and


 


(O)          the Class 85BD-C Regular Interest shall be further allocated to the Class 85BD-C Certificates, the Class V1-85C Certificates
and the Class V2-85 Certificates, pro rata in proportion to the Class 85BD-C Percentage Interest, the Class V1-85C Percentage
Interest and the Class V2-85 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) or Section 4.04(b) with respect to such Distribution Date shall reduce the Lower-Tier Principal Amount
of the Related Lower-Tier Regular Interest or the 85 Broad Street 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 the 85 Broad Street 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


 






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on
their respective Certificate Balances, to the Class A-1, Class A-2, Class A-3 and Class A-4 Regular Interests (other than the
Class X-A and Class X-B Regular Interests)).


 


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 Certificates, pro rata in proportion to the Class A-1 Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 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 Certificates, pro rata in proportion to the Class A-2 Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 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 Certificates, pro rata in proportion to the Class A SB Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 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 Certificates, pro rata in proportion to the Class A-3 Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 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 Certificates, pro rata in proportion to the Class A-4 Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 Percentage Interest, respectively;


 


(vi)          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 Certificates, pro rata in proportion to the Class A-S Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 Percentage Interest, respectively;


 


(vii)         the Class B Regular Interest shall be further allocated to the Class B Certificates, the Class V1-B Certificates and the
Class V2 Certificates, pro rata in proportion to the Class B Percentage Interest, the Class V1-B Percentage Interest and
the Class V2 Percentage Interest, respectively;


 


(viii)        the Class C Regular Interest shall be further allocated to the Class C Certificates, the Class V1-B Certificates and the
Class V2 Certificates, pro rata in proportion to the Class C Percentage Interest, the Class V1-B Percentage Interest and
the Class V2 Percentage Interest, respectively;


 


(ix)          the Class D Regular Interest shall be further allocated to the Class D Certificates, the Class V1-D Certificates and the
Class V2 Certificates, pro rata in


 






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proportion
to the Class D Percentage Interest, the Class V1-D Percentage Interest and the Class V2 Percentage Interest, respectively;


 


(x)           the Class E Regular Interest shall be further allocated to the Class E Certificates, the Class V1-E Certificates and the
Class V2 Certificates, pro rata in proportion to the Class E Percentage Interest, the Class V1-E Percentage Interest and
the Class V2 Percentage Interest, respectively;


 


(xi)          the Class F Regular Interest shall be further allocated to the Class F Certificates, the Class V1-E Certificates and the
Class V2 Certificates, pro rata in proportion to the Class F Percentage Interest, the Class V1-E Percentage Interest and
the Class V2 Percentage Interest, respectively;


 


(xii)         the Class NR Regular Interest shall be further allocated to the Class NR Certificates, the Class V1-E Certificates and the
Class V2 Certificates, pro rata in proportion to the Class NR Percentage Interest, the Class V1-E Percentage Interest and
the Class V2 Percentage Interest, respectively.


 


As of the first Determination
Date following a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or the 85 Broad Street 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 the 85 Broad Street Trust Subordinate Companion Loan, and all other information relevant to a Collateral Deficiency Amount
determination. Upon the Master Servicer obtaining knowledge or receiving notice that a Non-Serviced Mortgage Loan has become an
AB Modified Loan, the Master Servicer shall (i) promptly request from the related Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee the most recent appraisal with respect to such AB Modified Loan, in addition to all other
information reasonably required by the Master Servicer to calculate whether a Collateral Deficiency Amount exists with respect
to such AB Modified Loan, and (ii) as of the first Determination Date following receipt by the Master Servicer of the appraisal
and any other information set forth in the immediately preceding clause (i) that the Master Servicer reasonably expects
to receive, calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account
the most recent appraisal obtained by the Non-Serviced Special Servicer with respect to such Non-Serviced Mortgage Loan, and all
other information relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by any
other party to this Agreement that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such party shall promptly notify
the Master Servicer thereof. None of the Master Servicer (with respect to Mortgage Loans other than any Non-Serviced Mortgage Loan),
the Special Servicer (with respect to Non-Serviced Mortgage Loans), the Trustee or the Certificate Administrator shall calculate
or verify any Collateral Deficiency Amount.


 


For purposes of determining
the Controlling Class and whether a Control Termination Event has occurred and is continuing, Collateral Deficiency Amounts allocated
to a related Mortgage Loan that is an AB Modified Loan will be allocated to each Class of Control Eligible Corresponding Certificates
in reverse sequential order to notionally reduce the related


 






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Certificate
Balances until the Certificate Balance of each such Class of Control Eligible 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 85 Broad Street Controlling Class and the occurrence of an 85 Broad Street
Non-Trust Junior Subordinate Control Termination Event, an 85 Broad Street Non-Trust Senior Subordinate Control Termination Event
or an 85 Broad Street Trust Subordinate Control Termination Event, Appraisal Reduction Amounts allocated to the 85 Broad Street
Whole Loan will be allocated first to the 85 Broad Street Non-Trust Junior Subordinate Companion Loan, then to the
85 Broad Street Non-Trust Senior Subordinate Companion Loan, then to the 85 Broad Street Trust Subordinate Companion Loan
and then to the 85 Broad Street Mortgage Loan and the 85 Broad Street Pari Passu Companion Loan on a pro rata basis.
Appraisal Reduction Amounts allocated to the 85 Broad Street Trust Subordinate Companion Loan will be allocated to each Class of
85 Broad Street 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 85BD-C Regular Interest,
then, to the Class 85BD-B Regular Interest, and then, to the Class 85BD-A Regular Interest).


 


Any such allocations
of Appraisal Reduction Amounts to:


 


(i)            the Class 85BD-A Regular Interest shall be further allocated to the Class 85BD-A Certificates, the Class V1-85A Certificates
and the Class V2-85 Certificates, pro rata in proportion to the Class 85BD-A Percentage Interest, the Class V1-85A Percentage
Interest and the Class V2-85 Percentage Interest, respectively;


 


(ii)           the Class 85BD-B Regular Interest shall be further allocated to the Class 85BD-B Certificates, the Class V1-85B Certificates
and the Class V2-85 Certificates, pro rata in proportion to the Class 85BD-B Percentage Interest, the Class V1-85B Percentage
Interest and the Class V2-85 Percentage Interest, respectively;


 


(iii)          the Class 85BD-C Regular Interest shall be further allocated to the Class 85BD-C Certificates, the Class V1-85C Certificates
and the Class V2-85 Certificates, pro


 






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rata
in proportion to the Class 85BD-C Percentage Interest, the Class V1-85C Percentage Interest and the Class V2-85 Percentage
Interest, respectively.


 


In addition, for purposes
of determining the 85 Broad Street Controlling Class and the occurrence of an 85 Broad Street Trust Subordinate Control Termination
Event, Collateral Deficiency Amounts allocated to the 85 Broad Street Trust Subordinate Companion Loan will be allocated to each
Class of 85 Broad Street 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 85BD-C Certificates,
then, to the Class 85BD-B Certificates, and then, to the Class 85BD-A Certificates). For the avoidance of doubt,
for purposes of determining the 85 Broad Street Controlling Class and the occurrence of an 85 Broad Street Trust Subordinate Companion
Loan Control Termination Event, any Class of 85 Broad Street 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 the 85 Broad Street Loan-Specific Certificates, respectively, that is determined at any time of determination to no longer be
the Controlling Class or the 85 Broad Street 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 which an Appraisal Reduction Event has occurred or as
to which there exists a Collateral


 






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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 Pooling Agreement and applicable Co-Lender
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, such Person 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 or the 85 Broad Street 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 if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged
Properties that would have a material effect on its appraised value, and the Special Servicer shall use its reasonable efforts
to obtain such appraisal from an MAI appraiser reasonably acceptable to the Special Servicer within thirty (30) days from receipt
of the Requesting Holders’ written request; provided, that the Special Servicer shall not be required to obtain such
appraisal if it determines in 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 or the
85 Broad Street Controlling Class, as applicable, until such time, if any, as the Class is reinstated as the Controlling Class
or the 85 Broad Street 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 Amount or Collateral Deficiency Amount (as


 






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applicable) based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling
Class or the 85 Broad Street Controlling Class during each Appraisal Review Period shall be exercised by the most senior Class
of Control Eligible Corresponding Certificates, if any, or 85 Broad Street 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, in the case of 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 related Mortgage Loan is a Specially Serviced Loan). If the Special Servicer is required to redetermine
the Appraisal


 






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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 Master 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; 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 85 Broad Street Whole Loan, first, to the 85 Broad Street Non-Trust Junior Subordinate Companion Loan, then, to the
85 Broad Street Non-Trust Senior Subordinate Companion Loan and then, to the 85


 






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Broad
Street 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.


 


(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


 






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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 85 Broad Street Trust Subordinate Companion Loan or the related Mortgaged Properties or (C) the Operating Advisor
relating to the Operating Advisor Annual Report or other reports prepared by the Operating Advisor or actions by the Special Servicer
referenced in any Operating Advisor Annual Report (each an “Inquiry” and collectively, “Inquiries”),
and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers
thereto. Upon receipt of an Inquiry for the Master Servicer, the Special Servicer, Certificate Administrator or the Operating Advisor,
as applicable, and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer
or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate
person (in the case of the Master Servicer to the following: REAM_InvestorRelations@wellsfargo.com), in each case within a commercially
reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Master Servicer, the Special Servicer,
the Certificate Administrator or the Operating Advisor, as applicable, unless such party determines not to answer such Inquiry
as provided below, shall reply to the Inquiry, which reply of the Master Servicer, the Special Servicer or the Operating Advisor,
as applicable, shall be delivered to the Certificate Administrator by electronic mail. In the case of an Inquiry relating to a
Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer from the related Non-Serviced
Master Servicer or the related Non-Serviced Special Servicer, as applicable; provided that the Certificate Administrator
shall not be responsible for the content of such answer or any delay or failure to obtain such


 






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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 questions, answers and other communications that are not submitted via
the Certificate Administrator’s Website. Notwithstanding the foregoing, the


 






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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: RAInvRequests@wellsfargo.com), in each case within a commercially reasonable period of time following
receipt thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer or the Special
Servicer, as 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 or web page accessible by a link on the 17g-5 Information Provider’s Website. If the
Certificate


 






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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 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.


 






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(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
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


 






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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 85 Broad
Street Loan-Specific 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
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 Custodial 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 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 Custodial 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







 






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Purchaser Custodial
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 C 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 Custodial 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 Custodial
Account as mutually agreed upon by the Certificate Administrator, the Retaining Sponsor and the Holder of the HRR Certificates,
and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of the HRR Certificates shall
be subject to ARTICLE  V of this Agreement.


 





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-C8 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







 






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(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 Custodial
Account, the Third Party Purchaser shall deliver to the Certificate Administrator (i) an executed written request for such
release 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. Promptly upon receipt of such request for the Retaining Sponsor’s, the Certificate
Administrator shall forward such request to the Retaining Sponsor, the Depositor and counsel via electronic mail to the addresses
listed on such form (or such other method and/or address(es) as may hereafter be furnished by either Retaining Sponsor to the Certificate
Administrator in writing). 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.


 


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 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


 






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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
and the 85 Broad Street 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.


 


(c)          
Certificates of each Class of Non-Registered Certificates (other than the Class R 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 in the name of such investors or their
nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates to the respective
beneficial owners or owners. The 85 Broad Street 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
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 and the 85 Broad Street VRR Interest shall be converted following their initial issuance to the form
of Definitive Certificates and shall thereafter at all times during the Transfer Restriction Period be held in such form.


 






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(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.


 


(e)           
Other than as provided for in Section 5.03(i), any VRR Interest or 85 Broad Street 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 or 85 Broad Street VRR Interest in safekeeping and shall release the same only upon
receipt of written direction from a holder of the VRR Interest or 85 Broad Street 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 or 85 Broad Street 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 or 85 Broad Street VRR 


 






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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 or 85 Broad Street 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.  Under no circumstances by virtue of safekeeping the VRR Interest
or 85 Broad Street 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
or 85 Broad Street 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 an VRR
Interest or 85 Broad Street VRR Interest, as 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 or 85 Broad Street 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 and the 85
Broad Street 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 or 85 Broad Street 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.


 






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(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 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


 






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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.


 


(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


 






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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
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 or 85
Broad Street VRR Interest during the Transfer Restriction Period) wishes at any time to exchange its interest in


 






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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 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 and the 85 Broad Street
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 Interest or 85 Broad Street VRR Interest.  At all times, if a Transfer of all or a portion
of the VRR Interest or the 85 Broad Street 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


 






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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 or the 85 Broad Street 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 an VRR Interest or the 85 Broad Street
VRR Interest be held as a Book-Entry Certificate during the Transfer Restriction Period; provided that, each Certificate
representing the VRR Interest or the 85 Broad Street 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 or
the 85 Broad Street 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
or the 85 Broad Street 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 (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


 






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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 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 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, or any of their respective affiliated
entities (the


 






     -402-


     

    

 


“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);


 


(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; 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-E, Class V2, 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-E, Class V2, Class R or
Class Z Certificate. Each


 






     -403-


     

    

 


prospective
transferee of a Class V1-E, Class V2, Class R or Class Z Certificate shall deliver to the transferor and the Certificate Administrator
a representation letter, substantially in the form of Exhibit F-2, stating that the prospective transferee is not
a Plan or a person acting on behalf of or using the assets of a Plan. Any attempted or purported transfer in violation of these
transfer restrictions shall be null and void ab initio and shall vest no rights in any purported transferee and shall not
relieve the transferor of any obligations with respect to the applicable Certificates.


 


Each Person who has or
acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership Interest to
have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership Interest are
expressly subject to the following provisions:


 


(i)            Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or
hold such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is
not a Permitted Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in
its status (or the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition
described in the first sentence of this Section 5.03(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


 






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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 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


 






     -405-


     

    

 


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


 


Section 5.04      Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate
and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless,
then, in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser,
the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any new
Certificate under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient to cover
any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this 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


 






     -406-


     

    

 


such
Certificateholder (at such Certificateholder’s sole cost and expense) access during normal business hours to a current list
of the Certificateholders as of the most recent Record Date as they appear in the Certificate Register. Every Certificateholder,
by receiving and holding a Certificate, agrees that the Certificate Registrar shall not be held accountable by reason of the disclosure
of any such information as to the list of the Certificateholders hereunder, regardless of the source from which information was
derived. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the
Depositor shall be entitled to a list of the names and addresses of Certificateholders from time to time upon request therefor.


 


The Certificate Administrator
shall include in any Form 10-D any written request received in accordance with Section 11.04(a) prior to the Distribution
Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution Date) from a Certificateholder
or Certificate Owner to communicate with other Certificateholders or Certificate Owners related to Certificateholders or Certificate
Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing such disclosure (a “Special
Notice”) regarding the request to communicate shall include the following and no more than the following: (a) the name
of the Certificateholder or Certificate Owner making the request, (b) the date the request was received, (c) a statement to the
effect that the Certificate Administrator has received such request, stating that such Certificateholder or Certificate Owner is
interested in communicating with other Certificateholders or Certificate Owners with regard to the possible exercise of rights
under this Agreement, and (d) a description of the method other 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-C8, 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.


 






     -407-


     

    

 


Section 5.08      Appointment of Certificate Administrator. (a)  Wells Fargo Bank, National Association is hereby initially
appointed Certificate Administrator in accordance with the terms of this Agreement. If the Certificate Administrator resigns or
is terminated, the Trustee shall appoint a successor certificate administrator which may be the Trustee or an Affiliate thereof
to fulfill the obligations of the Certificate Administrator hereunder which must satisfy the eligibility requirements set forth
in Section 8.06.


 


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


 


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


 


(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 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


 






     -408-


     

    

 


in
the Class V1-D Percentage Interest of the Class D Regular Interests. At all times, the Class V1-E Certificates shall represent
beneficial ownership interests in the Class V1-E Percentage Interest of the Class E, Class F and Class NR Regular Interests and
Class Z Certificates. At all times, the Class V2 Certificates shall represent beneficial ownership interests in the Class V2 Percentage
Interest of the Regular Interests (other than the 85 Broad Street Loan-Specific Regular Interests). At all times, the Class V1-85A
Certificates shall represent beneficial ownership interests in the Class V1-85A Percentage Interest of the Class 85BD-A Regular
Interests. At all times, the Class V1-85B Certificates shall represent beneficial ownership interests in the Class V1-85B Percentage
Interest of the Class 85BD-B Regular Interests. At all times, the Class V1-85C Certificates shall represent beneficial ownership
interests in the Class V1-85C Percentage Interest of the Class 85BD-C Regular Interests. At all times, the Class V2-85 Certificates
shall represent beneficial ownership interests in the Class V2-85 Percentage Interest of the 85 Broad Street Loan-Specific Regular
Interests.


 


(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 85BD-A, Class 85BD-B and Class 85BD-C Certificates) and Class Z Certificates that initially
evidence the VRR Interest or, in the case of the Class 85BD-A, Class 85BD-B and Class 85BD-C Certificates that initially evidence
the 85 Broad Street 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
may be exchanged on the books of the Depository 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
	Class A-2
	Class A-SB
	Class A-3
	Class A-4
	Class X-A
	Class A-S
	Class X-B	Class V1-B
	Class B


 






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        Exchangeable
Groups

	
        Exchangeable
Group 1
	
        Exchangeable
Group 2
	
        Exchangeable
Group 3

	Class C	 	 
	Class D	Class V1-D
	Class E	
        Class V1-E

         

	Class F
	Class NR
	Class Z


 


In addition, the 85 Broad
Street Loan-Specific Certificate(s) identified in the table below under “85 Broad Street Initial Issuance Certificates”,
“Class V1-85 Certificates” and “Class V2-85 Certificates” are each an “85 Broad Street Exchange
Group” of Certificates.


 


	
        85
Broad Street Exchangeable Groups

	
        85
Broad Street Initial Issuance Certificates
	
        Class
V1-85 Certificates
	
        Class
V2-85 Certificates

	Class 85BD-A	Class V1-85A	Class V2-85
	Class 85BD-B	Class V1-85B
	Class 85BD-C	Class V1-85C


 


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 85 Broad Street Loan-Specific 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 and Class V1-E Certificates (collectively referred to in the table above as “Exchangeable Group 2”)
or (ii) the Class V2 Certificates (referred to in the table above as “Exchangeable Group 3”). Similarly, the holder
of a uniform 85 Broad Street Tranche Percentage Interest in an 85 Broad Street Exchangeable Group of certificates may be exchanged
for the same 85 Broad Street Tranche Percentage Interest in the other 85 Broad Street Exchangeable Group of certificates.


 


(d)          
An exchange of an Exchangeable Group or 85 Broad Street 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 or 85 Broad Street 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).


 






     -410-


     

    

 


(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 or 85 Broad Street Exchangeable
Group of Certificates, 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 or 85 Broad Street 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 or 85 Broad Street 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 of Certificates to reflect such reductions and increases. Any transfer of a Certificate evidencing the VRR Interest
or 85 Broad Street 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, Natixis Securities Americas LLC, or HSBC Securities (USA) Inc.


 


(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 or 85 Broad Street 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-C8” 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


 






     -411-


     

    

 


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 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


 






     -412-


     

    

 


shall
be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


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


 


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


 


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


 


[End of ARTICLE  V]


 


Article VI



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


 






     -413-


     

    

 


the
Master Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary
to perform its obligations under this Agreement;


 


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


 


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


 


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


 


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


 


(vi)          No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer
which would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this
Agreement;


 


(vii)         The Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with
respect to such risks, which in either case complies with the requirements of Section 3.07;


 






     -414-


     

    

 


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


 


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


 


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


 


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


 






     -415-


     

    

 


principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


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


 


(vi)          No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer,
which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and
reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations
under this Agreement;


 


(vii)         The Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)        No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state
law for the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 


(c)           The Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the
Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer and the
Special Servicer, as of the Closing Date, that:


 


(i)            The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws
of the State of New York, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms
of this Agreement by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other


 






     -416-


     

    

 


material
instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate any law, rule, regulation,
order, judgment or decree to which the Operating Advisor or its property is subject, which, in the case of either (B) or (C),
is likely to materially and adversely affect either the ability of the Operating Advisor to perform its obligations under this
Agreement or its financial condition;


 


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


 


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


 


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


 


(vi)          The Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with
respect to such risks, which in either case complies with the requirements of Section 3.07;


 


(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;


 






     -417-


     

    

 


(ix)           The Operating Advisor possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this
Agreement over the life of the Trust Fund; and


 


(x)            The Operating Advisor is an Eligible Operating Advisor.


 


(d)          
The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of
the Certificateholders, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of
the Closing Date, that:


 


(i)             The Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing
under the laws of the State of New York, and the Asset Representations Reviewer is in compliance with the laws of each State in
which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


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


 


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


 


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


 


(v)           The Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance
and compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely


 






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affect
either the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition
of the Asset Representations Reviewer;


 


(vi)          No litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the
Asset Representations Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in
the Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the
ability of the Asset Representations Reviewer to perform its obligations under this Agreement;


 


(vii)         The Asset Representations Reviewer has errors and omissions coverage which is in full force and effect or is self-insuring
with respect to such risks, which in either case complies with the requirements of Section 3.07;


 


(viii)        No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state
law for the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations
Reviewer with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this
Agreement, except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual
performance by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not
have a materially adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)           The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)          
The representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery
of this Agreement. Upon written notice to or actual knowledge of any party to this Agreement (or upon written notice thereof from
any Certificateholder or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section 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.


 






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Section 6.03      Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer
or the Asset Representations Reviewer. (a)  Subject to subsection (b) below, the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each will keep in full effect its
existence, rights and franchises as an entity under the laws of the jurisdiction of its incorporation or organization, and each
will obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in which qualification is or
shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans
or Companion Loans and to perform its respective duties under this Agreement.


 


(b)         
The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each
may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited
to all or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as
the case may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the
Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person
succeeding to the business of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations
Reviewer, shall be the successor of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset
Representations Reviewer (such Person, in the case of the Master Servicer or the Special Servicer, in each of the foregoing cases,
the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of any paper (other
than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, as the case may be, in accordance
with the terms of this Agreement) or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that with respect to such merger, consolidation or succession, Rating Agency
Confirmation is received from each Rating Agency with respect to the Classes of Certificates and, with respect to any class of
Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates as described in Section 3.25); provided, further, that if the Master Servicer, the Special
Servicer, 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


 






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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 85 Broad
Street Trust Subordinate Companion Loan pursuant hereto, such termination to be effected in the manner set forth in Section 7.01.


 


Section 6.04      Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer and Others. (a)  None of the Depositor, the Master Servicer (including in its capacity as
Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any of the partners,
directors, officers, shareholders, members, managers, employees or agents of any of the foregoing shall be under any liability
to the Trust, the Certificateholders or the Companion Holders for any action taken or for refraining from the taking of any action
in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that (i) this provision
shall not protect the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer or any such Person against any breach of warranties or representations
made by it herein or any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in
the performance of such party’s obligations or duties or by reason of negligent disregard of such party’s obligations
and duties hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer and any partner, director, officer, shareholder, member, manager, employee
or agent of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the
Operating Advisor or the Asset Representations Reviewer may rely on any document of any kind which, prima facie, is properly


 






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executed
and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer (including in its capacity
as Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor and any partner,
director, officer, shareholder, member, manager, employee or agent of any of the foregoing shall be indemnified and held harmless
by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs, liabilities, fees and expenses incurred in connection with, or related to, this Agreement, the Mortgage Loans,
the Companion Loans or the Certificates, other than any loss, liability or expense: (i) specifically required to be borne
thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by
it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the performance of its obligations
or duties hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in the case of the Depositor
and any of its partners, directors, officers, shareholders, members, managers, employees and agents, incurred in connection with
any violation by any of them of any state or federal securities law. In addition, absent actual fraud (as determined by a final
non-appealable court order), neither the Trustee nor the Certificate Administrator (including in its capacity as Custodian) shall
be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to
lost profits), even if the Trustee or the Certificate Administrator has been advised of the likelihood of such loss or damage
and regardless of the form of action. Each of the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Asset Representations Reviewer and the Operating Advisor conclusively may rely on, and shall be protected in acting
or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other
document (in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in
good faith believed by the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Asset
Representations Reviewer or the Operating Advisor to be genuine and to have been signed or presented by the proper party or parties
and each of them may consult with counsel, in which case any written advice of counsel or Opinion of Counsel shall be full and
complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and
in accordance with such advice or Opinion of Counsel.


 


(b)          
None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Operating Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any
legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its
respective duties under this Agreement or which in its opinion may involve it in any expense or liability not recoverable from
the Trust; provided, however, that 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


 






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liabilities
will be payable out of funds related to the applicable Serviced Whole Loan in accordance with the related Intercreditor Agreement
and will also be payable out of the other funds in the Collection Account if amounts on deposit with respect to such Serviced
Whole Loan are insufficient therefor. If any such expenses, costs or liabilities relate to a Mortgage Loan or Companion Loan,
then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will be used to reimburse the Trust for any
amounts advanced for the payment of such expenses, costs or liabilities. In such event, the legal expenses and costs of such action,
proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust,
and the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Asset
Representations Reviewer and the Operating Advisor shall be entitled to be reimbursed therefor out of amounts attributable to
the Mortgage Loans or the Companion Loan on deposit in the Collection Account (including, without duplication, any subaccount
thereof), as provided by Section 3.05(a)(xii).


 


(c)           Each of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the
related Serviced Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Master Servicer (including in its capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer
(in the case of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or
agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal
fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from
or as a result of any willful misconduct, bad faith or negligence of the Master Servicer or the Special Servicer, as the case may
be, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Master Servicer
or the Special Servicer, as the case may be, of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein by the Master Servicer or the Special Servicer, as applicable. The Trustee, the Certificate Administrator,
the Depositor, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Master
Servicer or the Special Servicer, as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage
Loans or the 85 Broad Street Trust Subordinate Companion Loan entitling the Trust to indemnification hereunder, whereupon the Master
Servicer or the Special Servicer, as the case may be, shall assume the defense of such claim (with counsel reasonably satisfactory
to the Trustee, the Certificate Administrator or the Depositor) and pay all expenses in connection therewith, including counsel
fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such
claim. Any failure to so notify the Master Servicer or the Special Servicer, as the case may be, shall not affect any rights any
of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Master Servicer’s or the
Special Servicer’s, as the case may be, defense of such claim is materially prejudiced thereby.


 


(d)          
Each of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify
the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Certificate
Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor,
the Asset Representations Reviewer and the Trust and any partner, director, officer,


 






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shareholder,
member, manager employee or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any
of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate
Administrator, respectively, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard
by the Trustee or the Certificate Administrator, respectively, of its duties and obligations hereunder or by reason of breach
of any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential
damages. The Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor,
as the case may be, shall immediately notify the Trustee and the Certificate Administrator, respectively, if a claim is made by
a third party with respect to this Agreement or the Mortgage Loans or the 85 Broad Street Trust Subordinate Companion Loan entitling
the Trust to indemnification hereunder, whereupon the Trustee or the Certificate Administrator shall assume the defense of such
claim (with counsel reasonably satisfactory to the Depositor, the Master Servicer (including in its capacity as Companion Paying
Agent), the Special Servicer, the Asset Representations Reviewer or the Operating Advisor) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against
it or them in respect of such claim. Any failure to so notify the Trustee or the Certificate Administrator shall not affect any
rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Trustee’s
or the Certificate Administrator’s defense of such claim is materially prejudiced thereby.


 


(e)           The Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and
any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Depositor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard
by the Depositor of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein;
provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall
immediately notify the Depositor if a claim is made by a third party with respect to this Agreement, whereupon the Depositor shall
assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion
Paying Agent) or the Special Servicer) and pay all expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any 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


 






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Administrator,
the Depositor, the Asset Representations Reviewer and the Trust and any partner, director, officer, shareholder, member, manager,
employee or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain
arising from or as a result of any willful misconduct, bad faith or negligence of the Operating Advisor, in the performance of
its obligations and duties under this Agreement or by reason of negligent disregard by the Operating Advisor of its duties and
obligations hereunder or by reason of breach of any representations or warranties made herein; provided that such indemnity
shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Asset Representations Reviewer or the Depositor, as the case may be, shall immediately notify the Operating Advisor if a claim
is made by a third party with respect to this Agreement or the Mortgage Loans or the 85 Broad Street Trust Subordinate Companion
Loan entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense of such claim
(with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect any rights any of
the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s defense
of such claim is materially prejudiced thereby.


 


(g)          
Neither the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers,
employees or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for
refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed
by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder.


 


(h)          
The Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying
Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and
any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement or by reason
of negligent disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason of breach of
any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages.
The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor,
as the case may be, shall immediately notify the Asset Representations Reviewer if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans or the 85 Broad Street Trust Subordinate Companion Loan


 






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entitling
the Trust to indemnification hereunder, whereupon the Asset Representations Reviewer shall assume the defense of such claim (with
counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor) and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them
in respect of such claim. Any failure to so notify the Asset Representations Reviewer shall not affect any rights any of the foregoing
Persons may have to indemnification under this Agreement or otherwise, unless the Asset Representations Reviewer’s defense
of such claim is materially prejudiced thereby.


 


(i)           
The applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced Operating
Advisor, Non-Serviced Depositor, Non-Serviced Certificate Administrator and Non-Serviced Trustee, and any of their respective partners,
directors, officers, shareholders, members, managers, employees or agents (collectively, the “Non-Serviced Indemnified
Parties”) and the securitization trust form under the Non-Serviced PSA, shall be indemnified by the Trust and held harmless
against the Trust’s pro rata share (subject to the applicable Non-Serviced Intercreditor Agreement) of any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses incurred in connection with the servicing and administration of a Non-Serviced Mortgage Loan and the related Non-Serviced
Mortgaged Property under the applicable Non-Serviced PSA (as and to the same extent the applicable Non-Serviced Trust is required
to indemnify such parties in respect of other mortgage loans in the applicable Non-Serviced Trust pursuant to the terms of the
related Non-Serviced PSA).


 


The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in
its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
or the Asset Representations Reviewer.


 


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


 






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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 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, in the case of the Directing Certificateholder, the Holder of the majority
of the Controlling Class, (2) the Special Servicer, with respect the related Non-Specially Serviced Loans (other than any
applicable Excluded Loan or Servicing Shift Mortgage Loan), as to all matters 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 85 Broad
Street Trust Subordinate Companion Loan with respect to


 






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the
Directing Holder or, in the case of the Directing Certificateholder, the Holder of the majority of the Controlling Class, for
which an extension of maturity is being considered by the Special Servicer or by the Master Servicer subject to consent or deemed
consent of the Special Servicer, 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, 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, (i) the Master Servicer, shall not be permitted to take
any of the following actions set forth in clauses (i) through (xiii) below (each a “Major Decision”) unless
it has obtained the consent of the Special Servicer (which will be deemed given (if not earlier objected to) fifteen (15) Business
Days from the date the Special Servicer receives the Master Servicer’s written recommendation and analysis, together with
such other information in the Master Servicer’s possession that is reasonably requested by the Special Servicer, plus any
time period provided a holder of a Serviced Companion Loan under the related Intercreditor Agreement) and (ii) 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 actions that constitute Major Decisions (and shall not be permitted to consent to the Master Servicer’s
taking actions that constitute Major Decisions) 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 (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


 






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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;


 


(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 Serviced Whole Loan, or any consent to such waiver or consent to a transfer of the Mortgaged
Property or interests in the Mortgagor or consent to the incurrence of additional debt, other than any such transfer or incurrence
of debt as may be effected without the consent of the lender under the related Loan Agreement or related to an immaterial easement,
right of way or similar agreement;


 


(vii)         any property management company changes (with respect to a Mortgage Loan with a Stated Principal Balance greater than $2,500,000)
or franchise changes with respect to a Mortgage Loan (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;


 


(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 the Special Servicer, as applicable, pursuant to clauses (5) and (7) of the
definition of “Servicing Transfer Event” herein;


 






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(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;


 


(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).


 






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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 the 85 Broad Street Trust Subordinate Companion
Loan other than an Excluded Loan as to the Directing Holder or, in the case of 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 the 85 Broad Street 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.


 


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


 






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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 contemplated
by 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, 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, the 85 Broad Street 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


 






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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 or 85 Broad Street 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 or 85 Broad Street VRR Interest, as applicable, or by reason of reckless disregard of obligations or duties owed to
the Holders of the VRR Interest or 85 Broad Street 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 or 85 Broad Street 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 or 85 Broad Street 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 or 85 Broad Street 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 or 85 Broad Street 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


 






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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, in the case
of 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 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


 






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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 the 85 Broad Street
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.


 


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


 






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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 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


 






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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 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 the 85 Broad Street Trust Subordinate Companion Loan, holders of
not less than 25% of the Certificate Balance of any affected Class of 85 Broad Street 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


 






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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 the 85 Broad Street Trust Subordinate
Companion Loan, holders of not less than 25% of the Certificate Balance of any affected Class of 85 Broad Street 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


 


(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)        any of Moody’s, KBRA or DBRS (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 one or
more Classes of Serviced Companion Loan Securities, as applicable, or (ii) placed one or more Classes of Certificates or one or
more 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 Moody’s, KBRA or DBRS,
as applicable (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)           a servicing officer of the Master Servicer obtains knowledge that the Master Servicer has ceased to have a commercial master
servicing rating of at least


 






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“CMS3”
from Fitch and that rating is not reinstated within sixty (60) days or a servicing officer of the Special Servicer obtains knowledge
that the Special Servicer has ceased to have a commercial special servicer rating of at least “CSS3” from Fitch and
that rating is not reinstated within sixty (60) days, as the case may be; or


 


(x)            the Master Servicer or the Special Servicer, as applicable, or any primary servicer or sub-servicer appointed by the Master
Servicer or the Special Servicer, as applicable, after the Closing Date (but excluding any primary servicer or sub-servicer that
the Master Servicer has been instructed to retain by the Depositor or a Sponsor), fails to deliver the items required hereunder
after any applicable notice and cure period to enable the Certificate Administrator, Depositor or a depositor under any other securitization
to comply with the Trust’s reporting obligations under the Exchange Act (any primary servicer or sub-servicer that defaults in
accordance with this clause may be terminated at the direction of the Depositor).


 


(b)          
If any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes
of this Section 7.01(b), the “Affected Party”) 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, in the case of 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 85 Broad Street Whole Loan), or (c) 25%
of the Voting Rights in the case of the Special Servicer with respect to the 85 Broad Street 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 85 Broad Street 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 85 Broad Street
Trust Subordinate Companion Loan 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


 






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Loans
or the 85 Broad Street Trust Subordinate Companion Loan and related documents, or otherwise. The Master Servicer and the Special
Servicer each agree that if it is terminated pursuant to this Section 7.01(b), it shall promptly (and in any event
no later than twenty (20) Business Days subsequent to its receipt of the notice of termination) provide the Trustee with all documents
and records requested by it to enable it to assume the Master Servicer’s or the Special Servicer’s, as the case may
be, functions hereunder, and shall cooperate with the Trustee in effecting the termination of the Master Servicer’s or the
Special Servicer’s, as the case may be, responsibilities and rights (subject to Section 3.11 and Section 6.04)
hereunder, including, without limitation, the transfer within five (5) Business Days to the Trustee for administration by it of
all cash amounts which shall at the time be or should have been credited by the Master Servicer to the Collection Account or any
Servicing Account (if it is the Affected Party), by the Special Servicer to the REO Account (if it is the Affected Party) or thereafter
be received with respect to the Mortgage Loans, the 85 Broad Street Trust Subordinate Companion Loan or any REO Property (provided,
however, that the Master Servicer and the Special Servicer each shall, if terminated pursuant to this Section 7.01(b) or pursuant to Section 7.01(d) (with respect to the Special Servicer), continue to be entitled to receive all
amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances
(in the case of the Special Servicer or the Master Servicer) or otherwise, and it and its Affiliates and the directors, managers,
officers, members, employees and agents of it and its Affiliates shall continue to be entitled to the benefits of Section 3.11 and Section 6.04 notwithstanding any such termination).


 


(c)           
If the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination
Event under Section 7.01(a)(viii) or (a)(ix), the Master Servicer 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 85 Broad
Street Trust Subordinate Companion Loan under this Agreement. During such forty-five (45) day period the Master Servicer may continue
to serve as Master Servicer hereunder. In the event that the Master Servicer is unable, within such forty-five (45) day period,
to cause a qualified successor master servicer to assume the duties of the Master Servicer hereunder, then and in such event, the
Trustee shall assume the obligations of the Master Servicer hereunder.


 


Notwithstanding Section 7.01(b),
if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the Holder of
a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder of such Serviced
Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement, as applicable,
shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the related Serviced Pari Passu Whole
Loan. 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


 






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appointment
of a replacement special servicer in accordance with this paragraph shall be subject to the receipt of Rating Agency Confirmation
and confirmation from the rating agencies that such appointment or replacement will not result in the downgrade, withdrawal or
qualification of the then-current ratings of any class of any related Serviced Companion Loan Securities (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25).


 


If any Servicer Termination
Event on the part of the Master Servicer affects only the 85 Broad Street Trust Subordinate Companion Loan, the Master Servicer
may not be terminated as the Master Servicer of the Mortgage Pool, but the 85 Broad Directing Holder (prior to the occurrence and
continuance of an 85 Broad Street Non-Trust Junior Subordinate Control Termination Event, an 85 Broad Street Non-Trust Senior Subordinate
Control Termination Event or an 85 Broad Street 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 85 Broad Whole Loan (or if the 85 Broad 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 the 85 Broad Street 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 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


 






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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 85 Broad Street Whole Loan) 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 85 Broad Street Whole Loan) 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 85 Broad Street Whole Loan) 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 85 Broad Street Whole Loan), 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 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


 






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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 has
occurred and, with respect to the 85 Broad Street Whole Loan, an 85 Broad Street Control Termination Event has occurred and is
continuing. With respect to the 85 Broad Street Whole Loan, the 85 Broad Street Non-Trust Junior Subordinate Companion Loan, will
have the right, prior to the occurrence and continuance of an 85 Broad Street Non-Trust Junior Subordinate Companion Loan Control
Termination Event, to replace the Special Servicer with respect to the 85 Broad Street Whole Loan. After an 85 Broad Street Non-Trust
Junior Subordinate Companion Loan Control Termination Event and prior to an 85 Broad Street Non-Trust Senior Subordinate Companion
Loan Control Termination Event, the 85 Broad Street Non-Trust Senior Subordinate Companion Loan will have the right to replace
the Special Servicer with respect to the 85 Broad Street Whole Loan. The 85 Broad Street Trust Subordinate Companion Loan, will
have the right, after the occurrence and continuance of an 85 Broad Street Non-Trust Senior Subordinate Companion Loan Control
Termination Event and prior to the occurrence and continuance of an 85 Broad Street Trust Subordinate Companion Loan Control Termination
Event, to replace the Special Servicer solely with respect to the 85 Broad Street 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 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.


 






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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, 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


 






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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 85 Broad Street 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(b) and (c). The operation of this subsection (e) shall not be construed to limit the effect of Section 7.01(a)(viii) and Section 7.01(a)(ix).


 


(f)          Notwithstanding
the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion Loan, any
related Serviced Companion Noteholder or the rating on any class of certificates backed, wholly or partially, by any Serviced
Companion Loan Securities, and if the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the
part of the Master Servicer affects only a Serviced Companion Loan, any related Serviced Companion Noteholder or the rating on
any class of certificates backed, wholly or partially, by any Serviced Companion Loan Securities, then the Master Servicer may
not be terminated by or at the direction of such Serviced Companion Noteholder or the holders of any certificates backed, wholly
or partially, by such Serviced Companion Loan, but upon the written direction of such Serviced Companion Noteholder, the Master
Servicer shall 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, in the case of the Directing Certificateholder, the Holder of the majority of the Controlling Class,
the Directing Holder shall select an Excluded Special Servicer, as successor to the resigning Special Servicer, for the related
Excluded Special Servicer Loan in accordance with this Agreement. After the occurrence and during the continuance of a Control
Termination Event or if at any time the applicable Excluded Special Servicer Loan is also an Excluded Loan as to the Directing
Holder or, in the case of 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


 






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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 applicable, shall
provide prompt written notice thereof to each of the other parties to this Agreement.


 


Section
7.02     Trustee to Act; Appointment of Successor. On and after the time the Master Servicer
or the Special Servicer, as the case may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives a notice of termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor
has been appointed within the time period specified in Section 7.01(c), the Trustee shall be the successor to such party,
until such successor to the Master Servicer or the Special Servicer, as applicable, is appointed as provided in this Section
7.02 or by the Directing Holder as provided in Section 7.01(d), as applicable, in all respects in its capacity as 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,


 






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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 the 85
Broad Street 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,
in the case of the Directing Certificateholder, the Holder of 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 85 Broad Street Whole Loan) or (c) 25% of the Voting Rights in the
case of the Special Servicer with respect to the 85 Broad Street 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


 






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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 85 Broad Street Trust Subordinate Companion Loan as it and such successor shall
agree; provided, however, that no such compensation with respect to a successor master servicer or successor special
servicer, as the case may be, shall be in excess of that permitted the terminated Master Servicer or Special Servicer, as the
case may be, hereunder. The Trustee, the Master Servicer or the Special Servicer (whichever is not the terminated party) and such
successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Any
costs and expenses associated with the transfer of the servicing function (other than with respect to a termination without cause)
under this Agreement shall be borne by the predecessor Master Servicer or Special Servicer, as applicable. If such predecessor
Master Servicer or Special Servicer (as the case may be) has not reimbursed the party requesting such termination or the successor
master servicer or special servicer for such expenses within 90 days after the presentation of reasonable documentation, such
expense shall be reimbursed by the Trust; provided that the terminated Master Servicer or Special Servicer shall not thereby
be relieved of its liability for such expenses. If and to the extent that the terminated Master Servicer or Special Servicer has
not reimbursed such costs and expenses, the party requesting such termination shall have an affirmative obligation to take all
reasonable actions to collect such expenses on behalf of the Trust. In the event of a termination without cause, such costs and
expenses shall be borne by the party requesting such termination, or as otherwise set forth herein; provided that the Certificate
Administrator and the Trustee shall not bear any such costs and expenses. For the avoidance of doubt, if the Trustee is terminating
the Master Servicer or Special Servicer in accordance with this Agreement at the direction of any party or parties permitted to
direct the Trustee to so terminate the Master Servicer or the Special Servicer pursuant to this Agreement, the Trustee shall not
have any liability for such expenses pursuant to this paragraph.


 


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


 






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(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 85 Broad Street Whole Loan) or
(c) 66-2/3% of the Voting Rights in the case of the Special Servicer with respect to the 85 Broad Street 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 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


 






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obligations hereunder); provided, however,
that if Advances made by the Trustee and the Master Servicer shall at any time be outstanding, or any interest on any Advance
shall be accrued and unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied
entirely to the Advances outstanding to the Trustee, until such Advances shall have been repaid in full, together with all interest
accrued thereon, prior to reimbursement of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively
rely on any notice given with respect to a Nonrecoverable Advance hereunder.


 


[End
of ARTICLE VII]


 


Article
VIII


 


CONCERNING
THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section
8.01     Duties of the Trustee and the Certificate Administrator. (a) The Trustee and
the Certificate Administrator, prior to the occurrence of a Servicer Termination Event and after the curing or waiving of all
Servicer Termination Events which may have occurred, undertake to perform such duties and only such duties as are
specifically set forth in this Agreement. If a Servicer Termination Event occurs and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their
exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. Any permissive
right of the Trustee and the Certificate Administrator contained in this Agreement shall not be construed as a
duty.


 


(b)          The
Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the
terms of Article II), shall examine them to determine whether they conform to the requirements of this Agreement. If any such
instrument is found not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate
Administrator shall notify the party providing such instrument and requesting the correction thereof. The Trustee or the Certificate
Administrator shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer or another Person,
and accepted by the Trustee or the Certificate Administrator in good faith, pursuant to this Agreement.


 


(c)          No
provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its
own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)          Prior
to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have
occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of
such duties and obligations as are


 






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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.


 


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


 






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Certificates or to make any investigation of matters arising hereunder or to institute, conduct or
defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, reasonable security or indemnity satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, if it shall have reasonable grounds for believing that repayment of such funds or reasonable indemnity satisfactory
to it against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of a Servicer Termination Event which has not been cured, to exercise such of the rights
and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs;


 


(iv)         Neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)          Prior
to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which may
have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than 50% of
the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate
Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate
Administrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively,
may require reasonable indemnity satisfactory to it from such requesting Holders against such expense or liability as a condition
to taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)         The
Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys
shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further,
that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person
that is a Prohibited Party;


 






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(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, acting in any particular capacity hereunder shall not be
deemed to be imputed with knowledge of (a) Wells Fargo Bank, acting in a capacity that is unrelated to the transactions contemplated
by this Agreement, or (b) Wells Fargo Bank, 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, 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,


 






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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 the 85 Broad Street Trust Subordinate Companion Loan. 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 the 85 Broad Street 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 Loan and the 85 Broad Street Trust Subordinate
Companion Loan to the Trust, or any funds deposited in or withdrawn from the Collection Account or any other account by or on
behalf of the Depositor, the Master Servicer, the Special Servicer or in the case of the Trustee, the Certificate Administrator.
The Trustee and the Certificate Administrator shall not be responsible for and may rely upon the accuracy or content of any resolution,
certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer or
the Special Servicer and accepted by the Trustee or the Certificate Administrator, in good faith, pursuant to this Agreement.


 


Section
8.04     Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate
Administrator, each in its individual capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of
Certificates, and may deal with the Depositor, the Master Servicer, the Special Servicer or the Underwriters in banking transactions,
with the same rights it would have if it were not Trustee or the Certificate Administrator.


 


Section
8.05     Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and
Certificate Administrator. (a) As compensation for the performance of its duties hereunder, the Trustee shall be paid
its portion of the Certificate Administrator/Trustee Fee, which shall cover recurring and otherwise reasonably anticipated expenses
of the Trustee. As compensation for the performance of its duties hereunder, the Certificate Administrator shall be paid its portion
of the Certificate Administrator/Trustee Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the
Certificate Administrator. The Certificate Administrator shall pay the Trustee the Trustee’s portion of the Certificate
Administrator/Trustee Fee. The Certificate Administrator/Trustee Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan
(including the 85 Broad Street Trust Subordinate Companion Loan) basis. As to each Mortgage Loan, the 85 Broad Street Trust Subordinate
Companion Loan and REO Loan (other than the portion of an REO Loan related to


 






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any Companion Loan (other than the 85 Broad Street
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 85 Broad Street Trust Subordinate Companion Loan, as applicable, and a 360-day year consisting of twelve
30-day months. The Certificate Administrator/Trustee Fee (which shall not be limited to any provision of law in regard to the
compensation of a trustee of an express trust) shall constitute the Trustee’s and the Certificate Administrator’s
sole form of compensation for all services rendered by them in the execution of the trusts hereby created and in the exercise
and performance of any of the powers and duties of the Trustee and Certificate Administrator hereunder, except for the reimbursement
of expenses specifically provided for herein. The Certificate Administrator/Trustee Fee shall not be payable with respect to any
Companion Loan (other than the 85 Broad Street Trust Subordinate Companion Loan).


 


(b)         The
Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity) and
any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account, the Lower-Tier REMIC
Distribution Account or the 85 Broad Street Trust Subordinate Companion Loan REMIC Distribution Account, as applicable, from time
to time) against any loss, liability or expense (including, without limitation, costs and expenses of litigation, and of enforcement
of this indemnity, and of investigation, counsel fees, damages, judgments and amounts paid in settlement, and expenses incurred
in becoming the successor to the Master Servicer or the Special Servicer, to the extent not otherwise paid hereunder) arising
out of, or incurred in connection with, any act or omission of the Trustee or the Certificate Administrator, respectively, relating
to the exercise and performance of any of the powers, rights and duties of the Trustee or the Certificate Administrator, respectively
(including in any capacities in which they serve, such as paying agent, REMIC Administrator, Authenticating Agent, Custodian,
Certificate Registrar and 17g-5 Information Provider), hereunder; provided, however, that none of the Trustee or
the Certificate Administrator, nor any of the other above specified Persons shall be entitled to indemnification pursuant to this
Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee
or the Certificate Administrator, respectively, in the normal course of the Trustee or the Certificate Administrator, respectively,
performing its duties in accordance with any of the provisions hereof, which are not “unanticipated expenses of the REMIC”
within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to
be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense incurred by reason of willful misconduct,
bad faith or negligence in the performance of the Trustee’s or the Certificate Administrator’s, respectively, obligations
and duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise from a breach of any
representation or warranty of the Trustee specified in Section 8.12 or the Certificate Administrator specified in Section
8.14, respectively, made herein. The provisions of this Section 8.05(b) shall survive the termination of this Agreement
and any resignation or removal of the Trustee or the Certificate Administrator, respectively, and appointment of a successor thereto.
The foregoing indemnity shall also apply to the Certificate Administrator in all of its capacities hereunder, including Custodian,
Certificate Registrar and Authenticating Agent.


 






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(c)          The
Certificate Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by the Depositor, any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a breach by the
Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator
is required to make available information to a Privileged Person that is an NRSRO, of its obligations under this Agreement or
(ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information
Provider or in any other capacity in which the Certificate Administrator is required to make available information to a Privileged
Person that is an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under
this Agreement.


 


Section
8.06     Eligibility Requirements for Trustee and Certificate Administrator. Each of the
Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i)
a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of
any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust
conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination
by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special
Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special
Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation,
(iii) an institution whose long-term senior unsecured debt is rated at least “A2” by Moody’s, “A-”
by Fitch, “A” by DBRS (or in the case of the Trustee, a long-term unsecured debt rating of “A(low)” by
DBRS if the Master Servicer maintains a rating of at least “A” by DBRS (provided that nothing in this parenthetical
shall impose on the Master Servicer any obligation to maintain such rating)) 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 “Baa2” by Moody’s, “A-”
by Fitch and “A(low)” by DBRS, (b) its short term debt obligations have a short term rating of not less than “P-1”
from Moody’s and “F1” by Fitch and (c) the Master Servicer maintains a long term unsecured rating of at least
“A2” by Moody’, “A+” by Fitch and “A” by DBRS; provided that nothing in this
proviso shall impose on the Master Servicer any obligation to maintain such rating; provided, further, that if any
such institution is not rated by DBRS or KBRA, it maintains an equivalent (or 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


 






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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 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


 






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successor trustee or certificate
administrator acceptable to the Master Servicer, by written instrument, in duplicate, which instrument shall be delivered to the
Trustee or Certificate Administrator so removed and to the successor trustee or certificate administrator in the case of the removal
of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the Master Servicer, the Special
Servicer and the Certificateholders by the Depositor. Except as described in the following sentence, the terminated or removed
Trustee or Certificate Administrator, as applicable, shall bear all reasonable costs and expenses in connection with its termination
or removal. If no successor trustee or certificate administrator shall have been so appointed and have accepted appointment within
ninety (90) days after the giving of such notice of removal, the removed Trustee or Certificate Administrator may petition any
court of competent jurisdiction for the appointment of a successor trustee or certificate administrator, as applicable, at the
expense of the Trust.


 


(c)          The
Holders of Certificates entitled to at least 50% of the Voting Rights may upon thirty (30) days’ prior written notice, with
or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate Administrator
so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor,
the Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such termination without
cause pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable, shall be responsible
for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)          Any
resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by
the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator shall
have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with
respect to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as the case may be, shall
pay all costs and expenses associated with the transfer of its duties.


 


If
the same party is acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party
in its capacity as Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its
capacity as Trustee or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator
and a successor trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon
any succession of the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator
shall be entitled to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for
services rendered and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator
shall be personally liable for any action or omission of any successor trustee or certificate administrator.


 






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(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 85 Broad Street Mortgage Loan, the 85 Broad Street Trust Subordinate Companion Loan) (to the extent that the original
executed Mortgage Note for each Mortgage Loan (and, in the case of the 85 Broad Street Mortgage Loan, the 85 Broad Street Trust
Subordinate Companion Loan) was endorsed to the outgoing trustee), without recourse, representation or warranty, express or implied,
to the order of the successor, as trustee for the registered Holders of CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2017-C8 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, in the case of the 85 Broad Street Mortgage Loan, the 85 Broad Street Trust Subordinate Companion Loan), and certify in
writing that, as to each Mortgage Loan (and, in the case of the 85 Broad Street Mortgage Loan, the 85 Broad Street Trust Subordinate
Companion Loan) then subject to this Agreement, such endorsement and assignment has been made; (b) if any original executed Mortgage
Note for a Mortgage Loan (or the 85 Broad Street 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-C8 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C8
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 the 85 Broad Street 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 85 Broad Street 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 the 85 Broad Street 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 respect to each Mortgage Loan (and, in the case of the 85 Broad Street Mortgage Loan, the 85 Broad
Street Trust Subordinate Companion Loan), and certify in writing that, as to each Mortgage Loan (and, in the case of the 85 Broad
Street Mortgage Loan, the 85 Broad Street Trust Subordinate Companion Loan) then subject to this Agreement, such endorsements
and assignments have been made or, in the event such endorsement or assignment cannot be made for any reason, to note the same
in such certification.


 


(f)          Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 






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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 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


 






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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 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.


 






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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 (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


 






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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.


 


The
Certificate Administrator shall promptly notify the Master Servicer and Special Servicer of any change in the identity and/or
contact information of the 85 Broad Street 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 the 85 Broad Street 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 85 Broad Street
Directing Holder and the Master Servicer and Special Servicer, as applicable, shall have no


 






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liability for notices not sent to
the correct 85 Broad Street Directing Holder or any obligation to determine the identity and/or contact information of 85 Broad
Street Directing Holder to the extent the Certificate Administrator has not provided updated or correct information regarding
such 85 Broad Street Directing Holder or has not provided the most recent identity and/or contact information regarding such 85
Broad Street 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 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;


 






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(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.


 


[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


 






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following the
earlier to occur of (i) the final payment (or related Advance) or other liquidation of the last Mortgage Loan, the 85 Broad Street
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 85 Broad Street Trust Subordinate Companion Loan 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 85 Broad Street Trust Subordinate Companion Loan (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 the 85 Broad Street Trust Subordinate
Companion Loan 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-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, the 85 Broad Street
Trust Subordinate Companion Loan and REO Properties in the Trust Fund pursuant to the terms of the immediately succeeding paragraph;
provided, however, that in no event shall the trust created hereby continue beyond the expiration of twenty-one
(21) years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States
to the Court of St. James’s, living on the date hereof.


 


Following
the date on which the Certificate Balances and Notional Amounts, as applicable, of the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-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, the 85 Broad Street
Trust Subordinate Companion Loan and each REO


 






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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 85 Broad Street Loan-Specific Certificates and Class Z and Class R Certificates) and pay the Termination Purchase Amount)
for all of the Mortgage Loans, the 85 Broad Street Trust Subordinate Companion Loan 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 85 Broad Street Trust Subordinate Companion Loan 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 85 Broad Street Trust Subordinate Companion Loan 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


 






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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 85 Broad Street Trust Subordinate Companion Loan and the Trust’s
portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii) of the first paragraph of this
Section 9.01 by giving written notice to the Trustee, the Certificate Administrator, and the other parties hereto no later
than sixty (60) days prior to the anticipated date of purchase; provided, however, that the Holders of the Controlling
Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the
Mortgage Loans, the 85 Broad Street Trust Subordinate Companion Loan 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 85 Broad Street Trust Subordinate Companion Loan and any REO Mortgage Loans held by the Trust is less than (or, in
the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off Date Balance of
the Mortgage Loans and the 85 Broad Street Trust Subordinate Companion Loan as set forth in the Preliminary Statement or (ii)
if the Mortgage Loan identified as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the
product of (x) a percentage that is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan
(or the related REO Loan) on any date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans and
the 85 Broad Street Trust Subordinate Companion Loan as set forth in the Preliminary Statement, by (B) the aggregate Cut-off Date
Balance of the Mortgage Loans as set forth in the Preliminary Statement and (y) the aggregate Cut-off Date Balance of the Mortgage
Loans as set forth in the Preliminary Statement; provided, however, that this termination right shall not be exercisable
at the percentage threshold specified in clause (ii) above prior to the Distribution Date in June 2027. This purchase shall
terminate the Trust and retire the then-outstanding Certificates.


 


In
the event that the Master Servicer or the Special Servicer purchases, or the Holders of the majority of the Controlling Class
or the Holders of the Class R Certificates purchase, all of the Mortgage Loans, the 85 Broad Street Trust Subordinate Companion
Loan and the Trust’s portion of each REO Property remaining in the Trust Fund in accordance with the preceding sentence,
the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R
Certificates, as applicable, shall deposit in the Lower-Tier REMIC Distribution Account not later than the P&I Advance Date
relating to the Distribution Date on which the final distribution on the Certificates is to occur, an amount in immediately available
funds equal to the above-described purchase price (exclusive of any portion thereof payable to any Person other than the Certificateholders
pursuant to Section 3.05(a), which portion shall be deposited in the Collection Account). In addition, the Master Servicer
shall transfer to the Lower-Tier REMIC Distribution Account all amounts required to be transferred thereto on such P&I Advance
Date from the Collection Account pursuant to the first paragraph of Section 3.04(b), together with any other amounts on
deposit in the Collection Account that would otherwise be held for future distribution. Upon confirmation that such final deposits
and payments have been made, the Custodian shall release or cause to be


 






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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 the 85 Broad Street Trust Subordinate Companion Loan 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, the 85 Broad Street Trust Subordinate Companion Loan 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 85 Broad Street Trust Subordinate Companion Loan 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 85 Broad Street Companion Loan REMIC Distribution Amount, as applicable,
and the amount of any Yield Maintenance Charges distributable to the Regular Certificates pursuant to Section 4.01(e) to
the Upper-Tier REMIC Distribution Account, in each case pursuant to Section 3.04(b) and upon presentation and surrender
of the Certificates by the Certificateholders on the final Distribution Date, the Certificate Administrator shall distribute to
each Certificateholder so presenting and surrendering its Certificates (i) such Certificateholder’s Percentage Interest
of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution Account that are allocable to payments on
the Class of Regular Certificates so presented, (ii) to Holders of the Class V1-E, Class V2 and Class Z Certificates so presented,
any amounts remaining on deposit in the Excess Interest Distribution Account, and (iii) any remaining amount shall be distributed
to the Class R Certificates in respect of the Class 85BD-R Interest, Class LR Interest or the Class UR Interest, as applicable.
Amounts transferred from the 85 Broad Street Companion Loan REMIC Distribution Account or the Lower-Tier REMIC Distribution Account
to the Upper-Tier REMIC


 






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Distribution Account as of the final Distribution Date, shall be distributed in termination and liquidation
of the 85 Broad Street Companion Loan REMIC Regular Interests and the Class 85BD-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(e), 4.01(f), and Section 4.01(h). 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(j).


 


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 85 Broad Street Trust Subordinate Companion Loan 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 85 Broad Street Loan-Specific Certificates
exchange their Certificates for the 85 Broad Street Trust Subordinate Companion Loan, the Upper-Tier REMIC and Lower-Tier REMIC
or the 85 Broad Street Companion Loan REMIC shall be terminated in accordance with the following additional requirements, which
meet the definition of a “qualified liquidation” in Section 860F(a)(4) of the Code:


 


(i)           the
Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing
of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’ final Tax Returns
pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)          during
the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the Certificate
Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer, 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 85BD-R Interest (in the case of the 85 Broad Street
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.


 


[End
of ARTICLE IX]


 






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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 85 Broad Street 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 85 Broad Street Trust Subordinate Companion Loan REMIC, the 85 Broad Street Trust Subordinate Companion Loan
REMIC Regular Interests shall be designated as the “regular interests” and the Class 85BD-R Interest shall be designated
as the sole class of “residual interests” in the 85 Broad Street 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 85 Broad Street Trust Subordinate Companion Loan 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 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.


 






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(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 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


 






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“qualified mortgages” as defined in Section 860G(a)(3)
of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.


 


(g)          In
the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or
additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of
the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO Account
a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate
Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in
order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from the Collection
Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed
by any Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at the expense of
the Trust (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings,
and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Administrator
is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any “prohibited
transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to any Trust REMIC after the Startup
Day that is subject to tax under Section 860G(d) of the Code and use such income or amount, to the extent necessary, to pay such
prohibited transactions tax. To the extent that any such tax (other than any such tax paid in respect of “net income from
foreclosure property”) is paid to the Internal Revenue Service or applicable state or local tax authorities, the Certificate
Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of Class R Certificates
(as applicable) and shall distribute such retained amounts, (x) in the case of the 85 Broad Street Trust Subordinate Companion
Loan REMIC Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any 85 Broad Street Realized
Losses arising therefrom and then to the Holders of the Class R Certificates in respect of the Class 85BD-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 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.


 






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(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 85 Broad Street Trust Subordinate Companion Loan REMIC Regular
Interests would be reduced to zero 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 the 85 Broad Street Trust Subordinate Companion Loan (except in connection with
(i) the default, imminent default or foreclosure of a Mortgage Loan or the 85 Broad Street 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 the 85 Broad Street Trust Subordinate Companion Loan pursuant to Article II or Article III of this Agreement)
or acquire any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the Collection Account or the
REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect
adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer, as applicable, has determined in its sole discretion to indemnify the Trust against such tax, cause the
Trust or any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC Provisions.


 


(m)         The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or
successor provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225 of the Code (or successor
provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any Holder
of Class R Certificate, past or present. Each Holder of Class R Certificate agrees, by acquiring such Certificate, to any such
elections.


 






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Section
10.02    Use of Agents. (a) The Trustee shall execute all of its obligations and duties under
this Article X through its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this Article
X either directly or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations
under this Article X by virtue of the appointment of any such agents or attorneys.


 


(b)          The
Certificate Administrator may execute any of its obligations and duties under this Article X either directly or by or through
agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under this Article
X by virtue of the appointment of any such agents or attorneys.


 


Section
10.03     Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a)
The Depositor shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor
receives a request from the Certificate Administrator, all information, forms or data that the Certificate Administrator reasonably
determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation,
the price, yield, Prepayment Assumptions and projected cash flow of the Certificates.


 


(b)          The
Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties
hereunder.


 


Section
10.04     Appointment of REMIC Administrators. (a) The Certificate Administrator may appoint
at the Certificate Administrator’s expense, one or more REMIC Administrators, which shall be authorized to act on behalf
of the Certificate Administrator in performing the functions set forth in Section 10.01 herein. The Certificate Administrator
shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument in which REMIC
Administrator shall agree to act in such capacity, with the obligations and responsibilities herein. The appointment of a REMIC
Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator
shall remain responsible and liable for all acts and omissions of the REMIC Administrator. Each REMIC Administrator must be acceptable
to the Certificate Administrator and must be organized and doing business under the laws of the United States of America or of
any State and be subject to supervision or examination by federal or state authorities. In the absence of any other Person appointed
in accordance herewith acting as REMIC Administrator, the Certificate Administrator hereby agrees to act in such capacity in accordance
with the terms hereof. If Wells Fargo Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank,
National Association shall be terminated as REMIC Administrator.


 


(b)          Any
Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be


 






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the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)          Any
REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to
the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate
Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail
notice of such appointment to all Certificateholders; provided, however, that no successor REMIC Administrator shall
be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon acceptance
of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder,
with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or liability
for any action taken by it as such at the direction of the Certificate Administrator.


 


[End
of ARTICLE X]


 


Article
XI


 


EXCHANGE
ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section
11.01     Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that
the purpose of Article XI of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any
Other Securitization that includes a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations
of the Commission. The Depositor shall not exercise its rights to request delivery of information or other performance under these
provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act,
the Sarbanes-Oxley Act and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge
that interpretations of the requirements of Regulation AB may change over time, due to interpretive guidance provided by the Commission
or its staff, and agree to comply with requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization
that includes a Serviced Companion Loan) in good faith for delivery of information under these provisions on the basis of such
evolving interpretations of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”).
In connection with the CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C8,
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


 






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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.


 


(b)          Each
of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor (subject to Section 3.26(p))
and the Certificate Administrator (each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the
Certificate Administrator and each Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is
permitted to utilize one or more Subcontractors to perform certain of its


 






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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 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


 






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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
the 85 Broad Street 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 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.


 






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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 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


 






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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.


 


With
respect to any Mortgage Loan (and the 85 Broad Street 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


 






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Additional Debt or mezzanine debt, as applicable, that is incurred
during the related Collection Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan (and
the 85 Broad Street 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 (and the 85 Broad Street 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].”


 


(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


 






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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 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


 






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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, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function
Participant utilized by the Master Servicer, the Special Servicer, the Certificate


 






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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 2018, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate
Administrator and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has
actual knowledge, in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing parties, the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the
parties listed on Exhibit CC hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification
in the form attached hereto as Exhibit EE and (iii) the


 






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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 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


 






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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 (and the 85 Broad Street 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 Performance Certification (which shall address the
matters contained in the applicable Performance Certification, but solely with respect to the related


 






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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 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


 






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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 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


 






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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 (and the 85 Broad Street 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 preparing and filing reports on Forms 10-K, 10-D, ABS-EE and 8-K as required pursuant to


 






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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 the 85 Broad Street 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 (and the 85 Broad Street 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 (and the 85 Broad
Street 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 with the


 






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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 the 85 Broad Street 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 so long as it has received written confirmation from the Depositor (or,
in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not required to be filed in
respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 


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 85 Broad Street Trust Subordinate Companion
Loan), 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 (and the 85 Broad Street


 






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Trust Subordinate Companion
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 so long as it has received
written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report
on Form 10-K is not required to be filed in respect of the Trust of the trust for any Other Securitization for the preceding calendar
year.


 


Notwithstanding
the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator
and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their
combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)          The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such
party


 






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and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 


(c)          No
later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special Servicer
shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer
engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer,
and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller
as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG,
and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the
report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
will also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing Function
Participant engaged by it.


 


In
the event the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any
Servicing Function Participant engaged by it to provide (and each of the Master Servicer and the Special Servicer shall (i) with
respect to an Initial Sub-Servicer engaged by such Master Servicer or Special Servicer that is an Additional Servicer that resigns
or is terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii)
with respect to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such
Additional Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation
as required in Section 11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the Trustee,
the Operating Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period of time that
the Additional Servicer was subject to such other servicing agreement.


 


(d)          The
Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination Event
or Consultation Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator
shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such request.


 


(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.


 






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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 (and the 85 Broad Street 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 (and the 85 Broad Street Trust Subordinate


 



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Companion Loan), as the case may be, in the fulfillment
of any of the Master Servicer’s, the Special Servicer’s, the Trustee’s, the Certificate Administrator’s,
the Operating Advisor’s, the Custodian’s or the applicable Servicing Function Participants’ obligations hereunder
or under the applicable sub servicing or primary servicing agreement, and (ii) the Certificate Administrator shall confirm
that each accountants’ attestation report submitted pursuant to this Section 11.11 relates to an assessment of
compliance meeting the requirements of Section 11.10 and notify the Depositor of any exceptions. None of the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Custodian nor any Additional
Servicer shall be required to deliver, or shall be required to cause the delivery of such reports until April 15th in any
given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed
with respect to the Trust for the preceding fiscal year.


 


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    
Significant Obligors. It is hereby acknowledged that the 85 Broad Street Mortgaged Property is a “significant
obligor” within the meaning of Item 1101(k) of Regulation AB (“Significant Obligor”) with respect to the
Trust, and, accordingly, Item 6 of Form 10-D and Item 1112(b)(1) of Form 10-K provide for the inclusion of updated net operating
income for such Mortgaged Property, as required by Item 1112(b)(1) of Regulation AB, on (i) each Form 10-D to be filed with respect
to the Trust (on a quarterly basis) on or before the related Significant Obligor NOI Quarterly Filing Deadline or (ii) on each
Form 10-K filed with respect to the Trust, as applicable. The parties hereto acknowledge that the respective dates on which financial
statements are required to be delivered to the related lender under the related Mortgage Loan documents are forty-five (45) days
following the end of each fiscal quarter of the related Mortgagor or ninety (90) days following the end of each fiscal year of
the related Mortgagor, as applicable, as set forth in Sections 9.1(e) and (f)(ii) of the related Loan Agreement.


 


With respect to any Significant
Obligor with respect to the Trust, to the extent that the Master Servicer is in receipt of the updated financial statements of
such Significant Obligor for any calendar quarter (other than the fourth calendar quarter of any calendar year) from the related
Mortgagor or the Special Servicer, as applicable, beginning for the calendar quarter ending September 30, 2017, or the updated
financial statements of such Significant Obligor for any calendar year, beginning for the calendar year ending December 31, 2017,
as applicable, the Master Servicer shall deliver to the Certificate Administrator, on or prior to the day that occurs two (2) Business
Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seven (7) Business Days prior to the related Significant
Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs twelve (12) or more Business
Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the
related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of such Significant Obligor, together
with the net operating income of such Significant Obligor for the applicable period as calculated by the Master Servicer in


 



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accordance
with CREFC® guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Days prior to the
related Significant Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the related Significant
Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of such Significant Obligor, together with the net
operating income of such Significant Obligor for the applicable period as reported by the related Borrower in such financial statements.


 


If the Master Servicer
does not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the
case may be, of any Significant Obligor with respect to the Trust within ten (10) Business Days after the date on which such financial
information is required to be delivered under the related Loan Documents, the Master Servicer notify the Depositor (and the Master
Servicer shall cause each applicable Sub-Servicing Agreement to require any related Sub-Servicer to notify the Depositor) that
it has not received them. The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in
addition, the ongoing reporting obligations of the Depositor under the Exchange Act) to obtain the periodic financial statements
of the related Borrower under the related Mortgage Loan Documents. The Master Servicer shall (and shall cause each applicable Sub-Servicing
Agreement to require any related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts
to contact the Borrower related to the Coconut Point Mortgage Loan to obtain the required financial information and is unsuccessful
and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed
with respect to the Trust, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the
Certificate Administrator and the Depositor.


 


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


 


Section 11.13    
Indemnification. Each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Custodian, the Asset Representations Reviewer and the Operating Advisor shall indemnify and hold harmless each Certification Party


 



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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 (and the 85 Broad Street 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 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


 



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Depositor
shall promptly provide to such Affected Reporting Party any such comments which relate to such Affected Reporting Party. Such Affected
Reporting Party shall be responsible for timely preparing a written response to the Commission or its staff for inclusion in the
Depositor’s or any Other Depositor’s response to the Commission or its staff, unless such Affected Reporting Party
elects, with the consent of the Depositor or any Other Depositor, as applicable (which consent shall not be unreasonably denied,
withheld or delayed), to directly communicate with the Commission or its staff and negotiate a response and/or resolution with
the Commission or its staff; provided, however, that if an Affected Reporting Party is a Servicing Function Participant
or Additional Servicer retained by the Master Servicer, the Master Servicer shall receive copies of all material communications
pursuant to this Section 11.13. If such election is made, the applicable Affected Reporting Party shall be responsible
for directly negotiating such response and/or resolution with the Commission or its staff in a timely manner; provided that
(i) such Affected Reporting Party shall use reasonable efforts to keep the Depositor or any Other Depositor informed of its
progress with the Commission or its staff and copy the Depositor or any Other Depositor on all correspondence with the Commission
or its staff and provide the Depositor or any Other Depositor with the opportunity to participate (at the Depositor’s or
any Other Depositor’s expense) in any telephone conferences and meetings with the Commission or its staff and (ii) the
Depositor or any Other Depositor shall cooperate with any Affected Reporting Party in order to authorize such Affected Reporting
Party and its representatives to respond to and negotiate directly with the Commission or its staff with respect to any comments
from the Commission or its staff relating to such Affected Reporting Party and to notify the Commission or its staff of such authorization.
The Depositor or any Other Depositor and the Affected Reporting Party shall cooperate and coordinate with one another with respect
to any requests made to the Commission or its staff for extension of time for submitting a response or compliance. All respective
reasonable out-of-pocket costs and expenses incurred by the Depositor or any Other Depositor (including reasonable legal fees and
expenses of outside counsel to the Depositor or any Other Depositor, as the case may be) in connection with the foregoing (other
than those costs and expenses required to be at the Depositor’s expense as set forth above) and any amendments to any reports
filed with the Commission or its staff related thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt
of an itemized invoice from the Depositor or any Other Depositor, as the case may be. Each of the Master Servicer, the Special
Servicer, the Operating Advisor, the Custodian, the Certificate 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 (and the 85 Broad Street
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


 



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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 (and the 85 Broad Street 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 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,


 



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the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special
Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced Pari Passu
Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage Loan
Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted
transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required to comply with Regulation AB
(a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to comply with Regulation
AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller
reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(3), (c)(4) and (c)(5) of Item 1108
of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide such other information as may be reasonably
necessary to comply with the requirements of Regulation AB. Each of the Trustee, the Certificate Administrator, the Master Servicer
and the Special Servicer understands that such information may be included in the offering material related to a Regulation AB
Companion Loan Securitization and agrees to negotiate in good faith an agreement (subject to the final sentence of this sub-section)
to indemnify and hold the related depositor and underwriters involved in the offering of the related Certificates harmless for
any costs, liabilities, fees and expenses incurred by the depositor or such underwriters as a result of any material misstatements
or omissions or alleged material misstatements or omissions in any such offering material to the extent that such material misstatement
or omission was made in reliance upon any such information provided by the Trustee (where such information pertains to the Trustee
individually and not to any specific aspect of the Trustee’s duties or obligations under this Agreement), the Certificate
Administrator (where such information pertains to the Certificate Administrator individually and not to any specific aspect of
the Certificate Administrator’s duties or obligations under this Agreement), the Master Servicer (where such information
pertains to the Master Servicer individually and not to any specific aspect of the Master Servicer’s duties or obligations
under this Agreement) and the Special Servicer (where such information pertains to the Special Servicer individually and not to
any specific aspect of the Special Servicer’s duties or obligations under this Agreement), as applicable, to such depositor,
underwriters or Mortgage Loan Seller (or permitted transferee) as required by this clause (a). Notwithstanding the foregoing,
to the extent that the information provided by the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer,
as applicable, for inclusion in the offering materials related to such Regulation AB Companion Loan Securitization is substantially
and materially similar to the information provided by such party with respect to the offering materials related to this transaction,
subject to 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


 



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reasonable fees and expenses of counsel) incurred by such party in reviewing and/or
causing the delivery of any disclosure, opinion of counsel or indemnification agreement.


 


(b)          Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such parties (which request or notice may be given once
at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), cooperate with the
depositor, trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion Loan Securitization
in preparing each Form 10-D, Form ABS-EE and Form 10-K required to be filed by such Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or other applicable party for such Regulation AB Companion Loan Securitization
files a Form 15 Suspension Notification with respect to the related trust) and shall provide to such depositor, trustee, certificate
administrator or master servicer within the time period set forth in the Other Pooling and Servicing Agreement (so long as such
time period is no earlier than the time periods set forth herein) for such Regulation AB Companion Loan Securitization such information
relating to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator
and master servicer of the Regulation AB Companion Loan Securitization to comply with the reporting requirements of Regulation
AB and the Exchange Act; provided, however, that any parties to any Regulation AB Companion Loan Securitization shall
consult with the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer (and Master Servicer shall
consult with any sub-servicer appointed with respect to the related Serviced Whole Loan), and the Trustee, the Certificate Administrator,
such Master Servicer and the Special Servicer shall cooperate with such parties in respect of establishing the time periods for
preparation of the Form 10-D and Form ABS-EE reports in the documentation for such Regulation AB Companion Loan Securitization.
Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer,
as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party
in ARTICLE  XI of this Agreement (other than this Section 11.16) with respect to the comparable timing,
reporting and attestation requirements contemplated in this Section 11.16(b) with respect to such Regulation AB Companion
Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.16(b).


 


(c)         
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use 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


 



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knowledge. Notwithstanding the foregoing, to the extent the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with
the timing, reporting and attestation requirements imposed on such party in ARTICLE  XI of this Agreement (other than
this Section 11.16) with respect to the comparable timing, reporting and attestation requirements contemplated in this
Section 11.16(c) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be
in compliance with the provisions of this Section 11.16(c).


 


(d)         
On or before March 1 of each year (or February 29 if a leap year) during which a Regulation AB Companion Loan Securitization
is required to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization is not required to file an annual
report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust
was filed), each of the Trustee, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer
shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized
Companion Loan to, upon request or notice from such trustee or certificate administrator (which request or notice may be given
once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), provide, with
respect to itself, to the trustee or certificate administrator, as applicable, under such Regulation AB Companion Loan Securitization,
to the extent required pursuant to Item 1122 of Regulation AB, (i) a report on an assessment of compliance with the servicing
criteria to the extent required pursuant to Item 1122(a) of Regulation AB, (ii) a registered accounting firm’s attestation
report on such Person’s assessment of compliance with the applicable servicing criteria to the extent required pursuant to
Item 1122(b) of Regulation AB and (iii) such other information as may be required pursuant to Item 1122(c) of Regulation AB.
Notwithstanding the foregoing, to the extent the Master Servicer or the Special Servicer, as the case may be, complies in all material
respects with the timing, reporting and attestation requirements imposed on such party in ARTICLE  XI of this Agreement
(other than this Section 11.16) with respect to the comparable timing, reporting and attestation requirements contemplated
in this Section 11.16(d) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed
to be in compliance with the provisions of this Section 11.16(d).


 


(e)          
On or before March 1 of each year during which a Regulation AB Companion Loan Securitization is required to file an annual
report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization is not required to file
an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of the
Trustee, the Certificate Administrator, the Master Servicer 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


 



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Master Servicer or the Special Servicer, as the case may
be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party in ARTICLE 
XI of this Agreement (other than this Section 11.16) with respect to the comparable timing, reporting and attestation
requirements contemplated in this Section 11.16(e) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.16(e).


 


(f)          
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially
reasonable efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity
limited to each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee),
depositor, sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization
harmless for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate
administrator or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting
requirements to the extent applicable set forth under Sections 11.16(b), (c), (d) or (e) above.


 


Any subservicing agreement
related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the
Master Servicer or Special Servicer, as applicable, information, reports, statements and certificates with respect to itself and
such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates required to be provided
by the Master Servicer or Special Servicer pursuant to this Section 11.16, even if such Sub-Servicer is not otherwise
required to provide such information, reports or certificates to any Person in order to comply with Regulation AB. Such information,
reports or certificates shall be provided to the Master Servicer or Special Servicer, as applicable, no later than two Business
Days prior to the date on which the Master Servicer or Special Servicer, as applicable, is required to deliver its comparable information,
reports, statements or certificates pursuant to this Section 11.16.


 


(g)         
With respect to any Mortgaged Property that secures a Serviced Companion Loan that the applicable Other Depositor has notified
the Master Servicer and the Special Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k)
of Regulation AB) (together with notification of the Relevant Distribution Date) with respect to an Other Securitization that includes
such Serviced Companion Loan, to the extent that the Master Servicer is in receipt of the updated financial statements of such
“significant obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year) from the
Mortgagor 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”,


 



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together with the net operating income of such
“significant obligor” for the applicable period as calculated by the Master Servicer in accordance with CREFC®
guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Day prior to the related Significant
Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly
Filing Deadline, as applicable, such financial statements of the “significant obligor”, together with the net operating
income of such “significant obligor” for the applicable period as reported by the related Mortgagor in such financial
statements.


 


If the Master Servicer
does not receive such financial information of any such “significant obligor” (identified to it as such by the Other
Depositor in accordance with the preceding paragraph) within ten (10) Business Days after the date such financial information is
required to be delivered under the related Mortgage Loan documents, the Master Servicer shall notify the Other Depositor with respect
to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and shall cause any related Sub-Servicing
Agreement entered into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is
a significant obligor to require the related Sub-Servicer to notify such Other Depositor) that it has not received them. The Master
Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations
of such Other Depositor under the Exchange Act) to obtain the periodic financial statements required to be delivered by the related
Mortgagor under the related Mortgage Loan documents.


 


The Master Servicer shall
(and shall cause any related Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that
such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain written evidence
of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related to any such “significant
obligor” (identified to it as such by the Other Depositor in accordance with the second preceding paragraph) to obtain the
required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or
Form 10-K, as applicable, is required to be filed by the Other Securitization, shall forward an Officer’s Certificate evidencing
its attempts to obtain this information to the certificate administrator and Other Depositor related to such Other Securitization.
This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office, as specified
in the related Other Pooling and Servicing Agreement.


 


(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


 



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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 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


 



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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 respect to clauses (1)
through (5) for non-Specially Serviced Loans), the Master Servicer (with respect to clause (6) for non-Specially Serviced Loans)
and the Special Servicer (with respect to Specially Serviced Loans), in each case to the extent in such party’s possession,
shall promptly, but in no event later than ten (10) Business Days (except with respect to clause (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;


 






     -507-


     

    

 


(4)          a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(5)          a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review; and


 


(6)          any
other related documents or agreements that are reasonably requested by the Asset Representations Reviewer to be delivered by the
Master Servicer or the Special Servicer, as applicable, in the time frames 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 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


 



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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 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


 



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determined there is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations
Reviewer’s findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review
Report”) to each party to this Agreement and the related Mortgage Loan Seller for each Delinquent Loan, and (ii) a
summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset Review
Report Summary”) to the Trustee and Certificate Administrator. The period of time by which the Asset Review Report must
be completed and delivered may be extended by up to an additional thirty (30) days, upon written notice to the parties to this
Agreement and the related Mortgage Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset Review Standard
that such additional time is required due to the characteristics of the Mortgage Loans and/or the Mortgaged Property or Mortgaged
Properties. In no event may the Asset Representations Reviewer determine whether any Test failure constitutes a Material Defect,
or whether the Trust should enforce any rights it may have against the related Mortgage Loan Seller, which, in each such case,
will be the responsibility of the Enforcing Servicer.


 


(ix)         
In addition, in the event that the Asset Representations Reviewer does not receive any information or documentation that
it requested from the Master Servicer (with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially
Serviced Loans) or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete
its Asset Review and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review Report solely
based on the information received by the Asset Representations Reviewer with respect to the related Delinquent Loan, and the Asset
Representations Reviewer shall have no responsibility to independently obtain any such information from any party to this Agreement.


 


(x)          
Within forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Master Servicer
(with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall determine
whether at that time, based on the Servicing Standard, there exists a Material Defect with respect to such Mortgage Loan. If the
Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans)
determines that a Material Defect exists, the Master Servicer or the Special Servicer, as applicable, 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 the 85
Broad Street 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


 



     -510-


     

    

 


receives Privileged Information from the Asset Representations Reviewer with a notice
stating that such information is Privileged Information shall not disclose such Privileged Information to any Person without the
prior written consent of the Special Servicer other than pursuant to a Privileged Information Exception.


 


(d)         
The Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements
or arrangements with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided
that no agent or subcontractor may (1) be affiliated with a Sponsor, Master Servicer, the Special Servicer, the Depositor, the
Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have
been paid any fees, compensation or other remuneration by an Underwriter, Master Servicer, the Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection
with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing
sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required hereunder
in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation or
liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or
subcontractor to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were performing
its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement with any
agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor, and
nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


(e)         
The Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale
or transfer of all or substantially all of its Asset Representations Reviewer portfolio, provided that: (i) the purchaser
or transferee accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer, organized and doing business
under the laws of the United States of America, any state of the United States of America or the District of Columbia, authorized
under such laws to perform the duties of the 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.


 






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(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 0.00049% per annum (the “Asset Representations Reviewer Fee Rate”) and the
Stated Principal Balance of the Mortgage Loans and any REO Loans and shall be calculated in the same manner as interest is calculated
on such Mortgage Loans and REO Loans.


 


(b)              
As compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and the
Mortgage Loans that are Delinquent Loans and are subject to an Asset Review (for purposes of this Section 12.02(b),
“Subject Loans”), upon the completion of any Asset Review with respect to an individual Asset Review Trigger,
the Asset Representations Reviewer shall be paid a fee 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


 



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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 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


 



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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
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


 






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(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 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


 



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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 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


 



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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 or an 85 Broad Street 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 or the 85
Broad Street 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


 



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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 or an 85 Broad Street 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 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
or an 85 Broad Street 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, in the case of 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


 



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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 or an 85 Broad Street 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 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 or the 85 Broad
Street 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 85 Broad Street
Trust Subordinate Companion Loan 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


 






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(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 the 85 Broad Street 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.


 


(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 the 85 Broad Street 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


 



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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 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 85 Broad Street Trust Subordinate Companion Loan.


 


(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


 



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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 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.


 






     -522-


     

    




 


(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 the 85 Broad Street 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 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


 



     -523-


     

    

 


RELATING TO THIS AGREEMENT;
(II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY
SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE
OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


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


 


Section 13.05     Notices.
(a)  Any communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided
herein, shall be deemed to have been duly given if personally delivered at or couriered, sent by facsimile transmission (other
than with respect to the Mortgage Loan Sellers) or mailed by registered mail, postage prepaid (except for notices to the Mortgage
Loan Sellers, the Master Servicer the Certificate Administrator and the Trustee which shall be deemed to have been duly given
only when received), to:


 


In the case of the Depositor:



Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee

Fax number: (212) 322-0965

Email: chuck.lee@credit-suisse.com


 


with a copy to:



Credit Suisse, Commercial Real Estate & CMBS

One Madison Ave, 9th Floor

New York, New York 10010

Attention: Sarah Nelson

Fax number: (212) 743-2823

Email: sarah.nelson@credit-suisse.com


 


In the case of the Master Servicer:



Wells Fargo Bank, National Association 


Commercial Mortgage Servicing 


Three Wells Fargo 


401 S. Tryon Street, 8th Floor 


 






     -524-


     

    




 


MAC D1050-084 


Charlotte, NC 28202 


Attention: CSAIL 2017-C8 Asset
Manager 


Telecopy Number: (704) 715-0036 


E-mail: commercial.servicing@wellsfargo.com 


 


with a copy to:


 


Wells Fargo Bank, National Association
Legal Department 


301 S. College St., TW-30 


Charlotte, North Carolina 28202 


Attention: Commercial Mortgage
Servicing Legal Support 


Reference: CSAIL 2017-C8


 


with a copy to:


 


K&L Gates LLP 


Hearst Tower, 47th Floor 


214 North Tryon Street 


Charlotte, North Carolina 28202 


Attention: Stacy G. Ackermann 


Facsimile Number: (704) 353-3190


 


In the case of the Special Servicer:



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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head,

Fax number: 1-888-706-3565


 


with a copy to:



Stinson Leonard Street LLP 


1201 Walnut Street 


Suite 2900 


Kansas City, Missouri 64106-2150 


Fax Number: (816) 412-9338 


Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com


 






     -525-


     

    




 


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@eightfold.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
- 


CSAIL 2017-C8 


 


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-C8 


Email: CMBScustody@wellsfargo.com


 


In the case of the Trustee:



Wilmington Trust, National Association 


1100 North Market Street 


Wilmington, Delaware 19890 


Attention: CMBS Trustee CSAIL 2017-C8


 


with a copy to:


 






     -526-


     

    




 





Telecopy number: (302) 636-4140 


Email: CMBSTrustee@wilmingtontrust.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


 


and



Benefit Street Partners CRE Finance LLC

9 West 57th Street, Suite 4920

New York, New York 10019

Attention: Micah Goodman and Tiffany Putman


 






     -527-


     

    




 


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-C8-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 


In the case of any mezzanine
lender:



The address set forth in the related Intercreditor Agreement.


 


To each such Person, such other address
as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered
to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)          Any
party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address
listed below, promptly following the occurrence thereof. The Master Servicer or the Special Servicer, as applicable, the Certificate
Administrator, and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the
Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense; provided,
however, that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures
set forth in Section 3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose
which Rating Agency has requested such information. Notwithstanding the foregoing, the failure to deliver such notices or copies
shall not constitute a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by
the Rating Agencies required hereunder shall be in writing.


 






     -528-


     

    




 


Any notices to the Rating Agencies
shall be sent to the following addresses:



Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


DBRS, Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492

Email: cmbs.surveillance@DBRS.com


 


Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

E-mail: cmbssurveillance@kbra.com


 


Section 13.06   
Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable
from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability
of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section 13.07    Grant
of a Security Interest. The Depositor intends that the conveyance of the Depositor’s right, title and interest in
and to the Mortgage Loans and the 85 Broad Street Trust Subordinate Companion Loan 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 85 Broad Street Trust Subordinate Companion Loan, all principal and interest received or receivable with respect to the Mortgage Loans and the 85 Broad
Street Trust 


 



     -529-


     

    

 


Subordinate Companion Loan (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 the 85 Broad Street Trust Subordinate Companion Loan 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.


 


(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).


 






     -530-


     

    




 


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 the 85 Broad Street Trust Subordinate Companion Loan with respect to an assumption
of the Mortgage Loan or the 85 Broad Street Trust Subordinate Companion Loan or additional encumbrance described in Section 3.08;


 


(v)          any
additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any Mortgage
Loan or the 85 Broad Street 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;


 






     -531-


     

    




 


(vii)         any
modifications to an Intercreditor Agreement;


 


(viii)        any
assumption with respect to a Mortgage Loan or the 85 Broad Street 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 the 85 Broad Street
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 the 85 Broad Street 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.


 


Section 13.11     PNC Bank, National Association.


 


PNC Bank, National Association,
by execution hereof by its division, Midland Loan Services, a Division of PNC Bank, National Association, acknowledges and agrees
that this Agreement is binding upon and enforceable against PNC Bank, National Association to the full extent of the obligations
set forth herein with respect to Midland Loan Services, a Division of PNC Bank, National Association.





  


[End of ARTICLE  XIII]


 






     -532-


     

    




 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 




     -533-


     

    

 


IN WITNESS WHEREOF, the
parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case
as of the day and year first above written.


  


	 	CREDIT SUISSE COMMERCIAL MORTGAGE SECURITIES CORP., Depositor
	 	 
	 	By:	/s/ Charles Y. Lee
			Name: Charles Y. Lee

Title: President and Chief Executive Officer






  


	 	Wells Fargo Bank, National Association, Master Servicer
	 	 	 
	 	By:	/s/ Joseph Newell III
			Name: Joseph Newell III

Title: Director



  


	 	MIDLAND LOAN SERVICES, A DIVISION
OF PNC BANK, NATIONAL ASSOCIATION,

Special Servicer
	 	 	 
	 	By:	/s/ David D. Spotts
			Name: David D. Spotts

Title: Senior Vice President



  


	 	Wells Fargo Bank, National Association, Certificate Administrator
	 	 	 
	 	By:	/s/ Stacey Gross
			Name: Stacey Gross

Title: Vice President








 





CSAIL 2017-C8:
POOLING AND SERVICING AGREEMENT







 






     


     

    




 





	 	Wilmington Trust, National Association, Trustee
	 	 	 
	 	By:	/s/ Dorri Costello
			Name: Dorri Costello

Title: Vice President


 





	 	Park Bridge Lender Services LLC,
 Operating Advisor and Asset Representations Reviewer
	 	 	 
	 	By:	Park Bridge Advisors LLC
	 	 	Its Sole Member
	 	 	 
	 	By:	 Park Bridge Financial LLC
	 	 	Its Sole Member
	 	 	 
	 	By:	/s/ Robert J. Spinna, Jr.
	 	 	Name: Robert J. Spinna, Jr.
	 	 	Title: Managing Member



  





CSAIL 2017-C8:
POOLING AND SERVICING AGREEMENT







 




     


     

    



 


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



 


On the 22nd day
of June, 2017, before me, a notary public in and for said State, personally appeared Charles Y. Lee known to me to be the
President and Chief Executive Officer of Credit Suisse Commercial Mortgage Securities Corp., that executed the within
instrument, and also known to me to be the person who executed it on behalf of such corporation, and acknowledged to me that
such _______________ 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/ Karen Famighetti
	 	Notary Public
	 	 
	[SEAL]	KAREN FAMIGHETTI

        NOTARY PUBLIC-STATE OF NEW YORK

        No. 01FA6346469

        Qualified In New York County

        My Commission Expires 07-25-2020

	 	 
	My commission expires:	 
	7/25/2020	 




 





CSAIL 2017-C8:
POOLING AND SERVICING AGREEMENT







 




     


     

    

 





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





 


On this 22 day of June2017, personally appeared before me Joseph Newell III, to me known (or proved to me on the basis of
satisfactory evidence) to be a Director of Wells Fargo Bank, National Association, a national banking association, that executed
the within and foregoing instrument, and acknowledged that said instrument to be the free and voluntary act and deed of said
entity, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument,
and that by his signature on the instrument the entity upon behalf of which he acted, executed the 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/ Erica L. Smith
	 	Notary:

                                                                          Name:

	 	 
	[SEAL]	ERICA L. SMITH

                                   NOTARY PUBLIC

                                   Gaston County

                                   North Carolina

                                   My Commission Expires 7/15/2017

	 	 
	My commission expires:	 
	 	 





 


CSAIL 2017-C8:
POOLING AND SERVICING AGREEMENT


 




     


     

    

 


	STATE OF KANSAS	)
	 	)     ss.:
	COUNTY OF JOHNSON	)











 





On
the 23rd day of June, 2017, before me, a notary public in and for said State, personally appeared David D. Spotts known to me to
be a Senior Vice President of Midland Loan Services, a Division of PNC 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 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/ Brent Kinder
	 	Notary Public
	 	 
	[SEAL]	Brent Kinder

                                   NOTARY PUBLIC - State of Kansas

                                   My Appt. Exp. January 30, 2018

	 	 
	My commission expires:	 
	 	 





 


CSAIL 2017-C8:
POOLING AND SERVICING AGREEMENT


 




     


     

    

 





	STATE OF Maryland	)
	 	)     ss.:
	COUNTY OF Howard	)





 


On the 23rd day of June, 2017, before me, a notary public in and for said State, personally appeared Stacey Gross, known to
me to be a Vice President of Wells Fargo Bank, N.A., one of the corporations that executed the within instrument, and also
know to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed
the within instrument.


 


IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above
written.





 


 


 


	 	/s/ Amy Martin
	 	Notary Public
	 	 
	[SEAL]	AMY MARTIN

                                   Notary Public - Maryland

                                   Anne Arundel County

                                   My Commission Expires on

                                   February 22, 2021

	 	 
	My commission expires:	 
	 	 





 


CSAIL 2017-C8:
POOLING AND SERVICING AGREEMENT


 




     


     

    

 





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





 


On the 23rd day of June, 2017, before me, a notary public in and for said State, personally appeared Dorri Costello, known
to me to be a Vice President of WILMINGTON TRUST, NATIONAL ASSOCIATION, that executed the within instrument, and also known
to me to be the person who executed it on behalf of such national banking association, and acknowledged to me that such national
banking association executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above
written.





 


	 	/s/ Christina Bader
	 	Notary Public
	 	 
	[SEAL]	CHRISTINA BADER

                                   STATE OF DELAWAR

                                   NOTARY PUBLIC

                                   MY COMMISSION EXPIRES

                                   MARCH 22, 2020

                                   

	 	 
	My commission expires:	 
	 	 





 


CSAIL 2017-C8:
POOLING AND SERVICING AGREEMENT


 




     


     

    

 





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





 


On the  22nd day
of June, 2017, before me, a notary public in and for said State, personally appeared Robert J. Spinna known to me to be 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, a limited liability company,that executed the within instrument, and also known to
me to be the person who executed it on behalf of such limited liability company, and acknowledged to me that such Managing
Member 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/ Cathy Pampinella
	 	Notary Public
	 	 
	[SEAL]	CATHY PAMPINELLA 

Notary Public, State of New York 

Registration #01PA6303022 

Qualified In Suffolk County 

Commission Expires
May 12, 2018
	 	 
	My commission expires:	 
	 	 



 


CSAIL 2017-C8:
POOLING AND SERVICING AGREEMENT


 





     


     

    

 







 


EXHIBIT
A-1


 


CSAIL 2017-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, 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-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS A-1


 


	Pass-Through Rate:  1.93015%	 
	 	 
	First Distribution Date: July 17, 2017	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in June 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in July 2017, the date that would have been its Due Date in June 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:  $17,863,000	 
	 	 


	
        CUSIP: 12595B AA9

        

        
	Initial Certificate Balance of this Certificate: $[__]
	 	 
	ISIN:     US12595BAA98
	 
	 	 
	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 a subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion Loan”), 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 Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class
A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A,


 



    A-1-3


     


    

 


Class V1-B, Class V1-D, Class
V1-E, Class V2, Class 85BD-A, Class 85BD-B, Class 85BD-C, Class V1-85A, Class V1-85B, Class V1-85C, Class V2-85,
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 June 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
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 Loan 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 July 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. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions


 



    A-1-4


     


    

 


no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
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(i) 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 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 Loan 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 Loan 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-1-5


     


    

 


(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 and the Trust Subordinate Companion Loan (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 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account)
and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies
of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the 85 Broad Street 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-1-6


     


    

 


		(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 or an 85 Broad Street 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 or an 85 Broad Street 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; 



 






    A-1-7


     


    

 


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 or an 85 Broad Street 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 or an 85 Broad Street 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



 






    A-1-8


     


    

 


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 or an 85 Broad Street 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 or the 85 Broad Street
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


 



    A-1-9


     


    

 


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 Loan 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 the 85 Broad
Street 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 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


 



    A-1-10


     


    

 


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
Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust
and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO Loans held by
the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage Loan identified
as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x) a percentage that
is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related REO Loan) on any
date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the percentage threshold specified in clause (ii) above
prior to the Distribution Date in June 2027.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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 Loan and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21


 



    A-1-11


     


    

 


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 Loan.


 




    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:
June [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-1 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: June [__], 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-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, 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-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS A-2


 


	Pass-Through Rate:  2.98551%	 
	 	 
	First Distribution Date: July 17, 2017	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in June 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in July 2017, the date that would have been its Due Date in June 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:  $163,585,000	 
	 	 


	
        CUSIP:  12595B
AB7
	Initial Certificate Balance of this Certificate: $[__]
	 	 
	
        ISIN: US12595BAB71
	 
	 	 
	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
a subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion Loan”), 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 Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class
A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B,


 



    A-2-3


     


    

 


Class V1-D, Class
V1-E, Class V2, Class 85BD-A, Class 85BD-B, Class 85BD-C, Class V1-85A, Class V1-85B, Class V1-85C, Class V2-85,
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 June 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
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 Loan 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 July 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. 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-2-4


     


    

 


no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
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(i) 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 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 Loan 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 Loan 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-2-5


     


    

 


(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 and the Trust Subordinate Companion Loan (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 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account)
and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies
of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the 85 Broad Street 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-2-6


     


    

 


		(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 or an 85 Broad Street 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 or an 85 Broad Street 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;



 






    A-2-7


     


    

 


 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 or an 85 Broad
Street 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 or an 85 Broad Street 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



 






    A-2-8


     


    

 


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 or an 85 Broad Street 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 or the 85 Broad Street
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


 



    A-2-9


     


    

 


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 Loan 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 the 85 Broad
Street 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 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


 



    A-2-10


     


    

 


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
Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust
and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO Loans held by
the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage Loan identified
as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x) a percentage that
is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related REO Loan) on any
date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the percentage threshold specified in clause (ii) above
prior to the Distribution Date in June 2027.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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 Loan and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21


 



    A-2-11


     


    

 


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 Loan.


 




    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: June [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-2 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: June [__], 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-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, 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-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS A-3


 


	Pass-Through Rate:  3.12658%	 
	 	 
	First Distribution Date: July 17, 2017	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in June 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in July 2017, the date that would have been its Due Date in June 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:  $142,336,000	 
	 	 


	
        CUSIP:  12595B
AC5
	Initial Certificate Balance of this Certificate: $[__]
	 	 
	ISIN:      US12595BAC54
	 
	 	 
	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
a subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion Loan”), 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 Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-4, Class A-SB, Class X-A, Class X-B, Class
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 V2, Class 85BD-A, Class 85BD-B, Class 85BD-


 



    A-3-3


     


    

 


C, Class V1-85A, Class V1-85B, Class V1-85C, Class V2-85,
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 June 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
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 Loan 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 July 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 account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may


 



    A-3-4


     


    

 


be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
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(i) 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 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 Loan 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 Loan 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


 



    A-3-5


     


    

 


 lease enhancement policies given as
additional security for any related Mortgage Loans and the Trust Subordinate Companion Loan (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 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account)
and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies
of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the 85 Broad Street 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 or an 85 Broad Street 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 or an 85 Broad Street 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;



 






    A-3-7


     


    

 


 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 or an 85 Broad
Street 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 or an 85 Broad Street 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



 






    A-3-8


     


    

 


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 or an 85 Broad Street 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 or the 85 Broad Street
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


 



    A-3-9


     


    

 


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 Loan 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 the 85 Broad
Street 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 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


 



    A-3-10


     


    

 


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
Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust
and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO Loans held by
the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage Loan identified
as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x) a percentage that
is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related REO Loan) on any
date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the percentage threshold specified in clause (ii) above
prior to the Distribution Date in June 2027.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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 Loan and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21


 



    A-3-11


     


    

 


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 Loan.


 




    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: June [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-3 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: June [__], 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-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, 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-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS A-4


 


	Pass-Through Rate:  3.39195%	 
	 	 
	First Distribution Date: July 17, 2017	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in June 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in July 2017, the date that would have been its Due Date in June 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:  $213,505,000	 
	 	 


	
        CUSIP:  12595B AD3

        
	Initial Certificate Balance of this Certificate: $[__]
	 	 
	ISIN:      US12595BAD38
	 
	 	 
	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
a subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion Loan”), 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 Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-SB, Class X-A, Class X-B, Class
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 V2, Class 85BD-A, Class 85BD-B, Class 85BD-


 



    A-4-3


     


    

 


C, Class V1-85A, Class V1-85B, Class V1-85C, Class V2-85,
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 June 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
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 Loan 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 July 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 account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may


 



    A-4-4


     


    

 


be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
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(i) 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 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 Loan 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 Loan 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


 



    A-4-5


     


    

 


lease enhancement policies given as
additional security for any related Mortgage Loans and the Trust Subordinate Companion Loan (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 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account)
and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies
of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the 85 Broad Street 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-4-6


     


    

 


		(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 or an 85 Broad Street 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 or an 85 Broad Street 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;



 






    A-4-7


     


    

 


 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 or an 85 Broad
Street 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 or an 85 Broad Street 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



 






    A-4-8


     


    

 


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 or an 85 Broad Street 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 or the 85 Broad Street
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


 



    A-4-9


     


    

 


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 Loan 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 the 85 Broad
Street 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 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


 



    A-4-10


     


    

 


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
Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust
and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO Loans held by
the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage Loan identified
as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x) a percentage that
is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related REO Loan) on any
date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the percentage threshold specified in clause (ii) above
prior to the Distribution Date in June 2027.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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 Loan and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21


 



    A-4-11


     


    

 


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 Loan.


 




    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: June [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-4 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: June [__], 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-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, 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-5-1


     


    

 


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-5-1


     


    

 


CSAIL 2017-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS A-SB


 


	Pass-Through Rate:  3.18574%	 	 
	 	 	 
	First Distribution Date: July 17, 2017		Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in June 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in July 2017, the date that would have been its Due Date in June 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:  $30,449,000	 	 
	 	 	 


	
        CUSIP:  12595B AE1

         
	 	Initial Certificate Balance of this Certificate: $[__]
	
        ISIN:     US12595BAE11
	 	 
	 	 	 
	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 a subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion Loan”), 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 Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class X-A, Class X-B, Class
A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B,


 






     A-5-2


     


    

 


Class V1-D, Class
V1-E, Class V2, Class 85BD-A, Class 85BD-B, Class 85BD-C, Class V1-85A, Class V1-85B, Class V1-85C, Class V2-85,
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 June 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
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 Loan 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 July 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. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions


 






     A-5-3


     


    

 


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(i)
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(i) 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 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 Loan 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 Loan 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-5-4


     


    

 


(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 and the Trust Subordinate Companion Loan (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 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account)
and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies
of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the 85 Broad Street 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-5-5


     


    

 


		(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 or an 85 Broad Street 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 or an 85 Broad Street 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;



  






     A-5-6


     


    

 


			 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 or an 85 Broad
Street 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 or an 85 Broad Street 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



 



     A-5-7


     


    




 


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 or an 85 Broad Street 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 or the 85 Broad Street
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


 






     A-5-8


     


    

 


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 Loan 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 the 85 Broad
Street 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 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


 






     A-5-9


     


    

 


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
Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust
and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO Loans held by
the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage Loan identified
as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x) a percentage that
is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related REO Loan) on any
date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the percentage threshold specified in clause (ii) above
prior to the Distribution Date in June 2027.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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 Loan and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21


 






     A-5-10


     


    

 


years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loan.


 









     A-5-11


     


    

 


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: June [__], 2017


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class A-SB
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: June [__], 2017


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory



 






     A-5-12


     


    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-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-5-13


     


    

 





DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 






     A-5-14


     


    

  





EXHIBIT
A-6


 


CSAIL 2017-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, 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-SB AND CLASS A-S CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-A CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 





 



 


1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Global Certificate legend. 



 






     A-6-1


     


    

 


THIS CERTIFICATE REPRESENTS 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-6-2


     


    

 


CSAIL 2017-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS X-A


 


	Pass-Through Rate:  Variable IO3	 	 
	 	 	 
	First Distribution Date: July 17, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in June 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in July 2017, the date that would have been its Due Date in June 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:  $651,885,000	 	 
	 	 	 


	
        CUSIP:  12595B AF8

         
	 	
        Initial Notional Amount of this
Certificate: $[__]

         

	ISIN:     US12595BAF85	 	 
	 	 	 
	
        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
a subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion Loan”), 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 Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-B, Class A-S,Class
B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B,


 





 



 


3
The initial approximate Pass-Through Rate as of the Closing Date is [_____]%.


 






     A-6-3


     


    

 


Class V1-D, Class V1-E, Class V2, Class 85BD-A, Class 85BD-B, Class 85BD-C, Class V1-85A, Class V1-85B, Class V1-85C, Class V2-85, 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 June 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
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 Loan 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 July 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 account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions


 






     A-6-4


     


    

 


no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
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(i) 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 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 Loan 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 Loan 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-6-5


     


    

 


(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 and the Trust Subordinate Companion Loan (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 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account)
and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies
of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the 85 Broad Street 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-6-6


     


    

 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest or an 85 Broad Street 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 or an 85 Broad Street 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;



 






     A-6-7


     


    

 





			 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 or an 85 Broad
Street 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 or an 85 Broad Street 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



 






     A-6-8


     


    

 


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 or an 85 Broad Street 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 or the 85 Broad Street
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


 






     A-6-9


     


    

 


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 Loan 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 the 85 Broad
Street 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 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


 






     A-6-10


     


    

 


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
Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust
and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO Loans held by
the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage Loan identified
as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x) a percentage that
is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related REO Loan) on any
date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the percentage threshold specified in clause (ii) above
prior to the Distribution Date in June 2027.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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 Loan and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21


 






     A-6-11


     


    

 


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 Loan.


 









     A-6-12


     


    

 


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: June [__], 2017


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class X-A
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: June [__], 2017


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory



 






     A-6-13


     


    

 





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-6-14


     


    

 





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-6-15


     


    

  





EXHIBIT
A-7


 


CSAIL 2017-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, 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-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-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS X-B


 


	Pass-Through Rate:  Variable IO3	 
	 	 
	First Distribution Date: July 17, 2017	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in June 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in July 2017, the date that would have been its Due Date in June 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:  $78,065,000	 
	 	 


	
        CUSIP:  12595B AG6

         
	
        Initial Notional Amount of this
Certificate: $[__]

         

	ISIN:     US12595BAG68	 
	 	 
	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
a subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion Loan”), 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 Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class 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 V2, Class 85BD-A, Class 85BD-B, Class 85BD-


 





 



 


3
The initial approximate Pass-Through Rate as of the Closing Date is [_____]%.


 






     A-7-3


     


    

 


C, Class V1-85A, Class V1-85B, Class V1-85C, Class V2-85, 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 June 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
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 Loan 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 July 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, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may 



 






     A-7-4


     


    

 


be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
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(i) 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 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 Loan 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 Loan 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


 






     A-7-5


     


    

 


lease enhancement policies given as
additional security for any related Mortgage Loans and the Trust Subordinate Companion Loan (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 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to
the extent of the Trust’s interest in such Gain-on-Sale
Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment
income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the
rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi)
the Lower-Tier Regular Interests; (xii) the 85 Broad Street 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-7-6


     


    

 


		(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 or an 85 Broad Street 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 or an 85 Broad Street 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;



 






     A-7-7


     


    

 


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 or an 85 Broad Street 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 or an 85 Broad Street 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



 






     A-7-8


     


    




 


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 or an 85 Broad Street 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 or the 85 Broad Street
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


 






     A-7-9


     


    

 


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 Loan 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 the 85 Broad
Street 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 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


 






     A-7-10


     


    

 


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
Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust
and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO Loans held by
the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage Loan identified
as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x) a percentage that
is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related REO Loan) on any
date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the percentage threshold specified in clause (ii) above
prior to the Distribution Date in June 2027.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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 Loan and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21


 






     A-7-11


     


    

 


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 Loan.


 









     A-7-12


     


    

  


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: June [__], 2017


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class X-B
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: June [__], 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-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-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-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, 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-8-1


     


    

 


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-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS A-S


 


	Pass-Through Rate:  The lesser of 3.61527%
    per annum and the WAC Rate	 	 
	 	 	 
	First Distribution Date: July 17, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in June 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in July 2017, the date that would have been its Due Date in June 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:  $84,147,000	 	 
	 	 	 


	
        CUSIP:  12595B BF7

         
	 	Initial Certificate Balance of this Certificate: $[__] 
	
        ISIN:     US12595BBF76

        
	 	 
	 	 	 
	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 a subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion Loan”), 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 Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A,
Class X-B, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D,
Class V1-E, Class V2, Class 85BD-A, Class 85BD-B, Class 85BD-C, Class V1-85A, Class V1-85B, Class V1-85C, Class V2-85,
Class R and Class Z


 






     A-8-3


     


    

 


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 June 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
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 Loan 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 July 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 account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise


 






     A-8-4


     


    

 


(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(i)
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(i) 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 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 Loan 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 Loan 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 and the


 






     A-8-5


     


    

 


Trust Subordinate Companion Loan (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 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account)
and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies
of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the 85 Broad Street 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-8-6


     


    

 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest or an 85 Broad Street 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 or an 85 Broad Street 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;



 






     A-8-7


     


    

 


 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 or an 85 Broad
Street 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 or an 85 Broad Street 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



 






     A-8-8


     


    

 


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 or an 85 Broad Street 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 or the 85 Broad Street
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


 






     A-8-9


     


    

 


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 Loan 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 the 85 Broad
Street 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 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


 






     A-8-10


     


    

 


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
Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust
and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO Loans held by
the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage Loan identified
as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x) a percentage that
is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related REO Loan) on any
date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the percentage threshold specified in clause (ii) above
prior to the Distribution Date in June 2027.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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 Loan and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21


 






     A-8-11


     


    

 


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 Loan.


 









     A-8-12


     


    

 


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: June [__], 2017


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class A-S
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: June [__], 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 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-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-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, 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-9-1


     


    

 


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-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS B


 


	Pass-Through Rate:  The lesser of 3.91767%
    per annum and the WAC Rate	 	 
	 	 	 
	First Distribution Date: July 17, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in June 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in July 2017, the date that would have been its Due Date in June 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:  $44,608,000	 	 
	 	 	 
	
        CUSIP:  12595B AH4

         
	 	Initial Certificate Balance of this Certificate: $[__] 
	
        ISIN:     US12595BAH42

         
	 	 
	 	 	 
	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
a subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion Loan”), 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 Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class
X-B, Class A-S, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E,
Class V2, Class 85BD-A, Class 85BD-B, Class 85BD-C, Class V1-85A, Class V1-85B, Class V1-85C, Class V2-85, Class
R and Class Z


 






     A-9-3


     


    

 


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 June 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
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 Loan 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 July 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. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise


 






     A-9-4


     


    

 


(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(i)
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(i) 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 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 Loan 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 Loan 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 and the


 






     A-9-5


     


    

 


Trust Subordinate Companion Loan (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 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account)
and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies
of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the 85 Broad Street 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-9-6


     


    

 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest or an 85 Broad Street 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 or an 85 Broad Street 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;



 






     A-9-7


     


    

 


 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 or an 85 Broad
Street 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 or an 85 Broad Street 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



 






     A-9-8


     


    

 


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 or an 85 Broad Street 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 or the 85 Broad Street
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


 






     A-9-9


     


    

 


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 Loan 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 the 85 Broad
Street 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 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


 






     A-9-10


     


    

 


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
Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust
and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO Loans held by
the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage Loan identified
as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x) a percentage that
is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related REO Loan) on any
date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the percentage threshold specified in clause (ii) above
prior to the Distribution Date in June 2027.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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 Loan and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21


 






     A-9-11


     


    

 


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 Loan.


 






     A-9-12


     


    







 


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: June [__], 2017


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class B
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: June [__], 2017


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory



 






     A-9-13


     


    

 





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-9-14


     


    

 





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-9-15


     


    




 


EXHIBIT
A-10


 


CSAIL 2017-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, 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-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-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS C


 


	Pass-Through Rate:  WAC Rate minus 0.1500%3	 	 
	 	 	 
	First Distribution Date: July 17, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in June 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in July 2017, the date that would have been its Due Date in June 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:  $33,457,000	 	 
	 	 	 
	CUSIP:  12595B AJ0	 	Initial Certificate Balance of this Certificate: $[__] 
	 	 	 
	
        ISIN:     US12595BAJ08

        
	 	 
	 	 	 
	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
a subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion Loan”), 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 Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class
X-B, Class A-S, Class B, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E,
Class V2, Class 85BD-A, Class 85BD-B, Class


 





 



 


3
The initial approximate Pass-Through Rate of this certificate will be 4.32007%.


 






     A-10-3


     


    

 


85BD-C, Class V1-85A, Class V1-85B, Class V1-85C, Class V2-85, 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 June 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
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 Loan 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 July 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 account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may


 






     A-10-4


     


    

 


be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
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(i) 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 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 Loan 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 Loan 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


 






     A-10-5


     


    

 


lease enhancement policies given as
additional security for any related Mortgage Loans and the Trust Subordinate Companion Loan (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 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account)
and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies
of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the 85 Broad Street 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-10-6


     


    

 


		(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 or an 85 Broad Street 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 or an 85 Broad Street 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;



 






     A-10-7


     


    

 


 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 or an 85 Broad
Street 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 or an 85 Broad Street 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 

                                                                                







 



     A-10-8


     


    




 


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 or an 85 Broad Street 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 or the 85 Broad Street
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


 






     A-10-9


     


    

 


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 Loan 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 the 85 Broad
Street 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 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


 






     A-10-10


     


    

 


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
Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust
and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO Loans held by
the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage Loan identified
as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x) a percentage that
is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related REO Loan) on any
date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the percentage threshold specified in clause (ii) above
prior to the Distribution Date in June 2027.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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 Loan and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21


 






     A-10-11


     


    

 


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 Loan.


 









     A-10-12


     


    

 


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: June [__], 2017


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class C
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: June [__], 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 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-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-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER, THE 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.


 






     A-11-1


     


    




 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS, AND ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS 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.


 






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CSAIL 2017-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS D


 


	Pass-Through Rate:  WAC Rate1	 	 
	 	 	 
	First Distribution Date: July 17, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in June 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in July 2017, the date that would have been its Due Date in June 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:  $32,442,000	 	 
	 	 	 
	
        CUSIP:   12595B
        AK72

        12595B AL53

        U2288F AA04

         
	 	Initial Certificate Balance of this Certificate: $[__]
	
        ISIN:     US12595BAK705

        US12595BAL536

        USU2288FAA047

         
	 	 
	 	 	 
	Common Code: [____]8  	 	 
	[____]9	 	 
	No.:  D-1	 	 





 


 






 


1
The initial approximate Pass-Through Rate as of the Closing Date is 4.47007%.


 





2 For
Rule 144A Certificates


 





3 For
IAI Certificates


 





4 For
Regulation S Certificates


 





5
For Rule 144A Certificates


 





6
For IAI Certificates


 





7
For Regulation S Certificates


 





8
For Rule 144A Certificates


 





9 
For IAI Certificates



  






     A-11-3


     


    




 


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
a subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion Loan”), 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 Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B,
Class A-S, Class B, Class C, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class
V2, Class 85BD-A, Class 85BD-B, Class 85BD-C, Class V1-85A, Class V1-85B, Class V1-85C, Class V2-85, 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 June 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
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 Loan 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 July 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 may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 






     A-11-4


     


    




 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class 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(i)
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(i) 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-11-5


     


    

 


Trust Subordinate Companion 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 Loan
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 Loan 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 and the Trust Subordinate Companion Loan (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 85 Broad Street Trust
Subordinate Companion Loan REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s
interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO
Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the
Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to
the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the 85 Broad Street 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


 



     A-11-6


     


    

 


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 or an 85 Broad Street 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 



 






     A-11-7


     


    




 


	 	 	the avoidance of doubt,
any Holder of a VRR Interest or an 85 Broad Street VRR Interest), or Companion Holder;



 






     A-11-8


     


    




 


		(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 or an 85 Broad
Street 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 or an 85 Broad Street 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-11-9


     


    




 


	 	 	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 or an 85 Broad Street 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-11-10


     


    

 


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 or the 85 Broad Street
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 Loan 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 the 85 Broad
Street 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-11-11


     


    




 


	 	 	 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
Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust
and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO Loans held by
the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage Loan identified
as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x) a percentage that
is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related REO Loan) on any
date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the percentage threshold specified in clause (ii) above
prior to the Distribution Date in June 2027.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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


 



     A-11-12


     


    

 


Subordinate
Companion Loan 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 Loan.


 




     A-11-13


     


    

 


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: June [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: June [__], 2017


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory





 




     A-11-14


     


    

 


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 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-11-15


     


    

 


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-11-16


     


    

 


EXHIBIT
A-12


 


CSAIL 2017-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, 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-12-1


     


    

 


PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH


 



     A-12-2


     


    

 


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-12-3


     


    

 


CSAIL 2017-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS E


 


	Pass-Through Rate:  WAC Rate4	 	 
	 	 	 
	First Distribution Date: July 17, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in June 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in July 2017, the date that would have been its Due Date in June 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:  $18,248,000	 	 
	 	 	 


	
        CUSIP:   12595B
        AM35

        12595B AN16

        U2288F AB87

         
	 	Initial Certificate Balance of this Certificate: $[__]
	ISIN:       US12595BAM378

        US12595BAN109

USU2288FAB8610
	 	 
	 	 	 
	Common Code: [____]11  	 	 
	[____]12	 	 
	No.:  [E-1][E-S-1]	 	 





 


 






 


4
The initial approximate Pass-Through Rate as of the Closing Date is 4.47007%.


 





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-12-4


     


    

  


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
a subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion Loan”), 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 Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class
X-B, Class A-S, Class B, Class C, Class D, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E,
Class V2, Class 85BD-A, Class 85BD-B, Class 85BD-C, Class V1-85A, Class V1-85B, Class V1-85C, Class V2-85, 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 June 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
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 Loan 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 July 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-12-5


     


    




 


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(i)
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(i) 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-12-6


     


    

 


Trust Subordinate Companion 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 Loan 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 Loan 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 and the Trust Subordinate Companion Loan (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 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account)
and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies
of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the 85 Broad Street 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


 



     A-12-7


     


    

 


 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 or an 85 Broad Street 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 



 






     A-12-8


     


    




 


	 	 	the avoidance of doubt,
any Holder of a VRR Interest or an 85 Broad Street VRR Interest), or Companion Holder;



 






     A-12-9


     


    




 


		(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 or an 85 Broad
Street 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 or an 85 Broad Street 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-12-10


     


    




 


	 	 	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 or an 85 Broad Street 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-12-11


     


    

 


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 or the 85 Broad Street
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 Loan 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 the 85 Broad
Street 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-12-12


     


    




 


	 	 	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
Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust
and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO Loans held by
the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage Loan identified
as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x) a percentage that
is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related REO Loan) on any
date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the percentage threshold specified in clause (ii) above
prior to the Distribution Date in June 2027.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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


 



     A-12-13


     


    

 


Subordinate
Companion Loan 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 Loan.


 




     A-12-14


     


    

 


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: June [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: June [__], 2017


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory


  




     A-12-15


     


    

 


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


 


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


 


Date: _________________ 





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





 




     A-12-16


     


    

 


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-12-17


     


    

 


EXHIBIT
A-13


 


CSAIL 2017-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, 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-13-1


     


    

 


PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH


 



     A-13-2


     


    

 


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-13-3


     


    

 


CSAIL 2017-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS F


 


	Pass-Through Rate: WAC Rate4	 	 
	 	 	 
	First Distribution Date: July 17, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in June 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in July 2017, the date that would have been its Due Date in June 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:  $7,097,000	 	 
	 	 	 


	
        CUSIP:    12595B
AP65

        12595B AQ46

U2288F AC67

         
	 	Initial Certificate Balance of this Certificate: $[__]
	ISIN:     US12595BAP67 8

                                            US12595BAQ41
9

                                            USU2288FAC69 10
	 	 
	 	 	 
	
        Common Code: [____]11

        [____]12

        
	 	 
	 	 	 
	No.:  [F-1][F-S-1]	 	 


 





 



 


4
The initial approximate Pass-Through Rate as of the Closing Date is 4.47007%.


 





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-13-4


     


    




 


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
a subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion Loan”), 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 Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class
X-B, Class A-S, Class B, Class C, Class D, Class E, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E,
Class V2, Class 85BD-A, Class 85BD-B, Class 85BD-C, Class V1-85A, Class V1-85B, Class V1-85C, Class V2-85, 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 June 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
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 Loan 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 July 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-13-5


     


    




 


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(i)
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(i) 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-13-6


     


    

 


Trust Subordinate Companion 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 Loan 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 Loan 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 and the Trust Subordinate Companion Loan (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 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account)
and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies
of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the 85 Broad Street 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


 



     A-13-7


     


    

 


 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 or an 85 Broad Street 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 



 






     A-13-8


     


    




 


	 	 	the avoidance of doubt,
any Holder of a VRR Interest or an 85 Broad Street VRR Interest), or Companion Holder;



 






     A-13-9


     


    




 


		(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 or an 85 Broad
Street 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 or an 85 Broad Street 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-13-10


     


    




 


	 	 	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 or an 85 Broad Street 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-13-11


     


    

 


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 or the 85 Broad Street
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 Loan 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 the 85 Broad
Street 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-13-12


     


    




 


	 	 	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
Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust
and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO Loans held by
the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage Loan identified
as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x) a percentage that
is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related REO Loan) on any
date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the percentage threshold specified in clause (ii) above
prior to the Distribution Date in June 2027.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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


 



     A-13-13


     


    

 


Subordinate
Companion Loan 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 Loan.


 




     A-13-14


     


    

 


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: June [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class F Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: June [__], 2017


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory





 




     A-13-15


     


    

 


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-13-16


     


    

 


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-13-17


     


    








 


EXHIBIT
A-14


 


CSAIL 2017-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, 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


 


 



 





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


     


    

 


INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH


 






    A-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-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS NR


 


	Pass-Through Rate: WAC Rate4	 	 
	 	 	 
	First Distribution Date: July 17, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in June 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in July 2017, the date that would have been its Due Date in June 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:  $23,318,563	 	 
	 	 	 


	
        CUSIP:  12595B AR25

        12595B AS06

        U2288F AD47

         
	 	Initial Certificate Balance of this Certificate: $[__]
	ISIN:  US12595BAR248

           US12595BAS079

           USU2288FAD4310	 	 
	 	 	 
	Common Code: [____]11  

[____]12	 	 
	No.:  [NR-1][NR-S-1]	 	 


 





 






 





4  The
initial approximate Pass-Through Rate as of the Closing Date is 4.47007%.


 


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-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 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
a subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion Loan”), 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 Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class
X-B, Class A-S, Class B, Class C, Class D, Class E, Class F, Class V1-A, Class V1-B, Class V1-D, Class
V1-E, Class V2, Class 85BD-A, Class 85BD-B, Class 85BD-C, Class V1-85A, Class V1-85B, Class V1-85C, Class V2-85,
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 June 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
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 Loan 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 July 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-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 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(i)
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(i) 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 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 Loan 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 Loan 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 and the Trust Subordinate Companion Loan (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 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account)
and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies
of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the 85 Broad Street 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


 






    A-14-7


     


    

 


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 or an 85 Broad Street 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 



 



    A-14-8


     


    

 


	 	 	the
                                         avoidance of doubt, any Holder of a VRR Interest or an 85 Broad Street 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 or an 85 Broad
Street 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 or an 85 Broad Street 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 or an 85 Broad Street 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 or the 85 Broad Street
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 Loan 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 the 85 Broad
Street 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
Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust
and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO Loans held by
the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage Loan identified
as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x) a percentage that
is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related REO Loan) on any
date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the percentage threshold specified in clause (ii) above
prior to the Distribution Date in June 2027.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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


 






    A-14-13


     


    

 


Subordinate
Companion Loan 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 Loan.


 




    A-14-14


     


    

 


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: June [__], 2017


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class NR
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: June [__], 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 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-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-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, 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 PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED BY
OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS
A “RESIDUAL INTEREST” IN THREE “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-15-1


     


    

 


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-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS R


 


	Percentage Interest:  N/A	 
	 	 
	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in June 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in July 2017, the date that would have been its Due Date in June 2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).	 
	 	 


	
        CUSIP:   12595B AV31

        

        12595B AW12

        

        U2288F AF93
        

         
	 
	
        ISIN:      US12595BAV364

        

        US12595BAW195

        

        USU2288FAF906

         
	 
	 	 
	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 a subordinate interest in a trust
subordinate companion loan (the “Trust Subordinate Companion Loan”), 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 Loan 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-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 V2, Class 85BD-A, Class 85BD-B, Class 85BD-C Class V1-85A, Class V1-85B, Class V1-85C, Class V2-85 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 June 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “residual interest” in three “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 Loan 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 July 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 Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement.


 



    A-18-4


     


    

 


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(i)
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(i) 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 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 Loan 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-18-5


     


    

 


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 Loan 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 and the Trust Subordinate Companion Loan (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 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account)
and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies
of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the 85 Broad Street 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-18-6


     


    

 


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 or an 85 Broad Street 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 or an 85 Broad Street 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;



 



    A-18-7


     


    

 


	 	 	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 or an 85 Broad
Street 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 or an 85 Broad Street 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



 



    A-18-8


     


    

 


	 	 	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 or an 85 Broad Street 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


 






    A-18-9


     


    

 


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 or the 85 Broad Street
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 Loan 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 the 85 Broad
Street 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 



 



    A-18-10


     


    

 


	 	 	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
Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust
and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO Loans held by
the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage Loan identified
as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x) a percentage that
is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related REO Loan) on any
date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the percentage threshold specified in clause (ii) above
prior to the Distribution Date in June 2027.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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 Loan and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 



    A-18-11


     


    

 


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 Loan.


 




    A-18-12


     


    

 


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: June [__], 2017


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class R
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: June [__], 2017


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory



  




    A-18-13


     


    

 





ASSIGNMENT


 





FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class 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-18-14


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number





 



    A-18-15


     


    

 


EXHIBIT
A-16


 


CSAIL 2017-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, 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 PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 




    A-16-1


     


    

 


CSAIL 2017-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS Z


 


	Percentage Interest: 95.87%	 
	 	 
	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in June 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in July 2017, the date that would have been its Due Date in June 2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).	 
	 	 


	
        CUSIP:  12595B AT81

        

        12595B AU52

        

        U2288F AE23


         
	 
	 	 
	
        ISIN:      US12595BAT894

        

        US12595BAU525

        

        USU2288FAE266


         
	 
	 	 
	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 a subordinate interest in a trust subordinate companion
loan (the “Trust Subordinate Companion Loan”), 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 Loan are to be serviced, pursuant to the
Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents
to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is
any conflict


 





 



 





1
For Rule 144A Certificates


 


2
For IAI Certificates


 


3
For Regulation S Certificates


 


4
For Rule 144A Certificates


 


5
For IAI Certificates


 


6 For Regulation
S Certificates


 











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between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision
of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement
are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C,
Class D, Class E, Class F, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V2, Class 85BD-A, Class 85BD-B, Class 85BD-C, Class V1-85A, Class V1-85B, Class V1-85C, Class V2-85 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 June 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a 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 Loan 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 July 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 no less
than five Business Days prior to the related Record Date (which wiring instructions may


 






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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(i)
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(i) 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 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 Loan 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 Loan 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


 






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lease enhancement policies given as
additional security for any related Mortgage Loans and the Trust Subordinate Companion Loan (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 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account)
and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies
of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the 85 Broad Street 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:


 



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		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest or an 85 Broad Street 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 or an 85 Broad Street 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; 



 



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	 	 	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 or an 85 Broad Street 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 or an 85 Broad Street 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



 



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	 	 	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 or an 85 Broad Street 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 or the 85 Broad Street
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


 






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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 Loan 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 the 85 Broad
Street 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 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


 






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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
Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust
and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO Loans held by
the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage Loan identified
as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x) a percentage that
is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related REO Loan) on any
date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the percentage threshold specified in clause (ii) above
prior to the Distribution Date in June 2027.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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 Loan 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


 






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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 Loan.


 




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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: June [__], 2017


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class Z
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: June [__], 2017


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory



   




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ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class 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-16-13


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number





 





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EXHIBIT
A-17


 


CSAIL 2017-C8
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, 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-17-1


     


    

 


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-17-2


     


    

 


CSAIL 2017-C8 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 X-A and Class A-S Regular Interests.	 	
        CUSIP: 12595B BQ3

         

        ISIN:     US12595BBQ32

         

	 	 	 
	
        Original Aggregate Certificate Balance of the
        Class V1-A Certificates: $651,885,000

         

        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 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: July 17, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in June 2017 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date:  June 2027	 	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 a subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), 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 Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F,
Class NR, Class V1-B, Class V1-D, Class V1-E, Class V2, Class 85BD-A, Class 85BD-B, Class 85BD-C, Class V1-85A, Class
V1-85B, Class V1-85C, Class V2-85, Class R and Class Z


 






    A-17-3


     


    

 


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 June 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
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 Loan 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 July 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 close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise


 






    A-17-4


     


    

 


(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(i)
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(i) 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 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 Loan 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 Loan 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 and the


 






    A-17-5


     


    

 


Trust Subordinate Companion Loan (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 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account)
and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies
of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the 85 Broad Street 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-17-6


     


    

 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest or an 85 Broad Street 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 or an 85 Broad Street 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;



 



    A-17-7


     


    

 


	 	 	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 or an 85 Broad Street 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 or an 85 Broad Street 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



 



    A-17-8


     


    

 


	 	 	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 or an 85 Broad Street 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 or the 85 Broad Street
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


 






    A-17-9


     


    

 


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 Loan 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 the 85 Broad
Street 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 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


 






    A-17-10


     


    

 


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
Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust
and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO Loans held by
the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage Loan identified
as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x) a percentage that
is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related REO Loan) on any
date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the percentage threshold specified in clause (ii) above
prior to the Distribution Date in June 2027.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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 Loan and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21


 






    A-17-11


     


    

 


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 Loan.


 




    A-17-12


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class V1-A Certificate to be duly executed.


 


Dated: June [__], 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: June [__], 2017


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating
               Agent
	 	 	 
	 	By:	 
			Authorized Signatory



    




    A-17-13


     


    

 


EXHIBIT
A-18


 


CSAIL
2017-C8 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, 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.



 







 






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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.


 






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CSAIL
2017-C8 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: 12595B
                                         BR1

         

        ISIN:    US12595BBR15

        

	 	 	 
	Original
                                         Aggregate Certificate Balance of the Class V1-B Certificates: $78,065,000

         

        The
        original aggregate Certificate Balance of the Class V1-B Certificates is equal to the aggregate Certificate Balance of
        the Class X-B and Class 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:  $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: July 17, 2017	 	Cut-off
    Date: The close of business on the later of the related due date for each Mortgage Loan in June 2017 and the date of origination
    of such Mortgage Loan
	 	 	 
	Assumed
    Final Distribution Date:  June 2027	 	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 a subordinate interest in a trust subordinate companion loan (the “Trust
Subordinate Companion Loan”), 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 Loan are to be serviced, pursuant to the Pooling and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of
this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded
to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F,
Class NR, Class V1-A, Class V1-D, Class V1-E, Class V2, Class 85BD-A, Class 85BD-B, Class 85BD-C, Class V1-85A,
Class V1-85B, Class V1-85C, Class V2-85, 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”).


 






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This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of June 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, Wilmington Trust, National Association, as
Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National
Association, as Master Servicer, and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate represents 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 Loan 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 July 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. 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


 






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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(i) 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(i) 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 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 Loan 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 Loan 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 and the Trust Subordinate Companion Loan (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


 






    A-18-5 


     

    

 


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 85 Broad Street Trust Subordinate Companion Loan REMIC
Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest Reserve
Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and
any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies
of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the 85 Broad Street 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-18-6 


     

    

 


		(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 or an 85 Broad Street 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 or an 85 Broad Street 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; 



 






    A-18-7 


     

    

 


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 or an 85 Broad Street 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
                                         or an 85 Broad Street 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 



 






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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 or an 85 Broad Street 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
or the 85 Broad Street 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


 






    A-18-9 


     

    

 


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 Loan 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 the 85 Broad Street 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 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


 






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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 Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which
the aggregate Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO
Loans held by the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of
the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage
Loan identified as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x)
a percentage that is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related
REO Loan) on any date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the
Pooling and Servicing Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and
Servicing Agreement and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement; provided, however, that this termination right shall not be exercisable at the percentage threshold specified
in clause (ii) above prior to the Distribution Date in June 2027.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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 Loan and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21


 






    A-18-11 


     

    

 


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 Loan.


 






    A-18-12 


     

    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class V1-B Certificate to be duly executed.


 


Dated:
June [__], 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:
June [__], 2017


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating
               Agent
	 	 	 
	 	By:	 
			Authorized Signatory


 






    A-18-13 


     

    

 


EXHIBIT
A-19


 


CSAIL
2017-C8 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, 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.]


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE
DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR
PRIVATE INSURER.


 






    A-19-1 


     

    

 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN
“OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S
UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


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-19-2 


     

    

 




    	 



    	 



    

CSAIL
2017-C8 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:    12595B
BS91

12595B BT72

U2288F AQ53

         

        ISIN:        US12595BBS974

US12595BBT705

USU2288FAQ556

         

	Original
                                         Aggregate Certificate Balance of the Class V1-D Certificates: $32,442,000

         

        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: July 17, 2017	 	Cut-off
    Date: The close of business on the later of the related due date for each Mortgage Loan in June 2017 and the date of origination
    of such Mortgage Loan
	 	 	 
	Assumed
    Final Distribution Date:  June 2027	 	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 a subordinate interest in a trust subordinate companion loan (the “Trust
Subordinate Companion Loan”), 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 Loan 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


  





 



 





1
For Rule 144A Certificates


 





2
For IAI Certificates 


 


3
For Regulation S Certificates





 


4
For Rule 144A Certificates 


 


5
For IAI Certificates


 





6 For
Regulation S Certificates


 






    A-19-3 


     

    

 


this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F,
Class NR, Class V1-A, Class V1-B, Class V1-E, Class V2, Class 85BD-A, Class 85BD-B, Class 85BD-C, Class V1-85A,
Class V1-85B, Class V1-85C, Class V2-85, 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 June 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, Wilmington Trust, National Association, as
Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National
Association, as Master Servicer, and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate represents 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 Loan 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 July 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
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-19-4 


     

    

 


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(i) 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(i) 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 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 Loan 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-19-5 


     

    

 


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 Loan 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 and the Trust Subordinate Companion Loan (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 85 Broad Street Trust
Subordinate Companion Loan REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale
Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment
income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x)
the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee);
(xi) the Lower-Tier Regular Interests; (xii) the 85 Broad Street 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 or an 85 Broad Street 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 or an 85 Broad Street 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-19-7 


     

    

 


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 or an 85 Broad Street
                                         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
                                         or an 85 Broad Street 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-19-8 


     

    

 


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 or an 85 Broad Street 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
or the 85 Broad Street 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 Loan 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 the 85 Broad Street 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 Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which
the aggregate Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO
Loans held by the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of
the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage
Loan identified as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x)
a percentage that is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related
REO Loan) on any date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the
Pooling and Servicing Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and
Servicing Agreement and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement; provided, however, that this termination right shall not be exercisable at the percentage threshold specified
in clause (ii) above prior to the Distribution Date in June 2027.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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 Loan 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-19-11 


     

    

 


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 Loan.


 






    A-19-12 


     

    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class V1-D Certificate to be duly executed.


 


Dated:
June [__], 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:
June [__], 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-C8 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, 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-20-1 


     

    

 


PURCHASER OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL
SECURITIES LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS CERTIFICATE.


 


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


 






    A-20-2 


     

    

 


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-20-3 


     

    

 


CSAIL
2017-C8 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, Class
    X-F, Class X-NR, Class E, Class F and Class NR Regular Interests and Class Z Certificates.	 	CUSIP:    12595B
BU44

12595B BV25

U2288F AR36

         

        ISIN:       US12595BBU447

US12595BBV278

USU2288FAR399

         

	Original
                                         Aggregate Certificate Balance of the Class V1-E Certificates: $48,663,563

         

        The
        original aggregate Certificate Balance of the Class V1-E Certificates is equal to the aggregate Certificate Balance of
        the Class X-E, Class X-F, Class X-NR, Class E, 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: July 17, 2017	 	Cut-off
    Date: The close of business on the later of the related due date for each Mortgage Loan in June 2017 and the date of origination
    of such Mortgage Loan
	 	 	 
	Assumed
    Final Distribution Date:  June 2027	 	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 a subordinate interest in a trust subordinate companion
loan (the “Trust Subordinate Companion Loan”), 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 Loan are to be serviced,
pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of 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-20-4 


     

    

 


acceptance
hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event
that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and
Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S,
Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V2,
Class 85BD-A, Class 85BD-B, Class 85BD-C, Class V1-85A, Class V1-85B, Class V1-85C, Class V2-85, 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 June 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, Wilmington Trust, National Association, as
Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National
Association, as Master Servicer, and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate represents (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 or the Trust Subordinate Companion Loan 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 July 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
Certificates is the calendar month immediately preceding the month in which such Distribution Date occurs and is assumed to consist
of 30 days.


 






    A-20-5 


     

    

 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are
required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder provided the Certificate Administrator with written
wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) 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(i) 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 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 Loan 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-20-6 


     

    

 


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 Loan 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 and the Trust
Subordinate Companion Loan (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 85 Broad Street Trust Subordinate Companion Loan REMIC Distribution Account, the Regular Interest Distribution
Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent
of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s interest
in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent
of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement
(to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the 85 Broad Street 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-20-7 


     

    

 


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 or an 85 Broad Street 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 or an 85 Broad Street 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; 



 






    A-20-8 


     

    

 


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 or an 85 Broad Street
                                         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
                                         or an 85 Broad Street 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

                                                                                




 






    A-20-9 


     

    

 


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 or an 85 Broad Street 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


 






    A-20-10 


     

    

 


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
or the 85 Broad Street 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 Loan 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 the 85 Broad Street 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 



 






    A-20-11 


     

    

 


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 Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which
the aggregate Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO
Loans held by the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of
the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage
Loan identified as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x)
a percentage that is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related
REO Loan) on any date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the
Pooling and Servicing Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and
Servicing Agreement and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement; provided, however, that this termination right shall not be exercisable at the percentage threshold specified
in clause (ii) above prior to the Distribution Date in June 2027.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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 Loan and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


 






    A-20-12 


     

    




 


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 Loan.


 






    A-20-13 


     

    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class V1-E Certificate to be duly executed.


 


Dated:
June [__], 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:
June [__], 2017


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating
               Agent
	 	 	 
	 	By:	 
			Authorized Signatory


 






    A-20-14 


     

    

 





EXHIBIT
A-21


 


CSAIL
2017-C8 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS V2


 


[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 


     

    

 


PURCHASER OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL
SECURITIES LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS CERTIFICATE.


 


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


 






    A-21-2 


     

    

 


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-21-3 


     

    

 


CSAIL
2017-C8 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V2


 


	Class V2
    Pass-Through Rate:  N/A.  The Class V2 Certificates will not have a Pass-Through Rate, but will be
    entitled to receive the Class V2 Percentage Interest of the sum of the interest distributable on the Regular Interests (other
    than the 85 Broad Street Loan-Specific Certificates).	 	CUSIP:    12595B
                                         BW04

                                         12595B BX85

                                         U2288F AS16

         

        ISIN:       US12595BBW007

US12595BBX828

USU2288FAS129

         

	Original
                                         Aggregate Certificate Balance of the Class V2 Certificates: $ 811,055,563

         

        The
        original aggregate Certificate Balance of the Class V2 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: July 17, 2017	 	Cut-off
    Date: The close of business on the later of the related due date for each Mortgage Loan in June 2017 and the date of origination
    of such Mortgage Loan
	 	 	 
	Assumed
    Final Distribution Date:  June 2027	 	No.:
    V2-[__]


 


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
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 a subordinate interest in a trust subordinate companion loan (the “Trust
Subordinate Companion Loan”), 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 Loan 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


 





 



 





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-21-4 


     

    

 


this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F,
Class NR, Class V1-A, Class V1-D, Class V1-E, Class 85BD-A, Class 85BD-B, Class 85BD-C, Class V1-85A, Class V1-85B,
Class V1-85C, Class V2-85, Class R and Class Z Certificates (together with the Class V2 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 June 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, Wilmington Trust, National Association, as
Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National
Association, as Master Servicer, and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate represents (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 or the Trust Subordinate Companion Loan 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 July 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
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 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-21-5 


     

    

 


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(i) 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(i) 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 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 Loan 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-21-6 


     

    

 


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 Loan 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 and the Trust Subordinate Companion Loan (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 85 Broad Street Trust Subordinate
Companion Loan REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account,
the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale
Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment
income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x)
the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee);
(xi) the Lower-Tier Regular Interests; (xii) the 85 Broad Street 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-21-7 


     

    

 


The
Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent
of any of the Certificateholders or the Companion Holders:


 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests
                                         of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR
                                         Interest or an 85 Broad Street 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 or an 85 Broad Street 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-21-8 


     

    

 


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 or an 85 Broad Street
                                         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
                                         or an 85 Broad Street 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-21-9 


     

    

 


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 or an 85 Broad Street 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-21-10 


     

    

 


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
or the 85 Broad Street 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 Loan 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 the 85 Broad Street 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-21-11 


     

    

 


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 Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which
the aggregate Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO
Loans held by the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of
the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage
Loan identified as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x)
a percentage that is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related
REO Loan) on any date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the
Pooling and Servicing Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and
Servicing Agreement and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement; provided, however, that this termination right shall not be exercisable at the percentage threshold specified
in clause (ii) above prior to the Distribution Date in June 2027.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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 Loan 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-21-12 


     

    

 


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 Loan.


 






    A-21-13 


     

    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class V2 Certificate to be duly executed.


 


Dated:
June [__], 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 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
June [__], 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-C8 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS 85BD-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. NEITHER 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-22-1 


     


    

 


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-C8 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS 85BD-A


 


	Pass-Through Rate:  WAC Rate4	 	 
	 	 	 
	First Distribution Date: July 17, 2017	 	Cut-Off Date:  With
respect to the Trust Subordinate Companion Loan, the Due Date in June 2017 for that Mortgage Loan.

	 	 	 
	Aggregate Initial Certificate Balance of the Class 85BD-A Certificates:  $7,000,000	 	 
	 	 	 


	
        CUSIP:   12595B
AX95

        U2288F AG76

         
	 	Initial Certificate Balance of this Certificate: $[__]
	ISIN:       US12595BAX917

        USU2288FAG738
	 	 
	 	 	 
	Common Code: [____]9  	 	 
	 	 	 
	No.:  [85BD-A-1][85BD-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 85BD-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 a subordinate interest in a trust subordinate companion loan (the “Trust
Subordinate Companion Loan”), 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 Loan are to be serviced, pursuant to the Pooling and Servicing Agreement
(as defined below). The Holder of this


 





 



 





4      The
initial approximate Pass-Through Rate as of the Closing Date is 3.67695%.


 


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 


     


    

 


Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F, Class
NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V2, Class 85BD-B, Class 85BD-C, Class V1-85A, Class V1-85B,
Class V1-85C, Class V2-85, Class R and Class Z Certificates (together with the Class 85BD-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 June 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
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
or the 85 Broad Street Trust Subordinate Companion Loan 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 July 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 85BD-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 85BD-A 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(i)
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(i) 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 85 Broad Street 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 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 Loan 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 Loan 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 and the Trust Subordinate Companion Loan (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 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account)
and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies
of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the 85 Broad Street 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


 






    A-22-6 


     


    

 


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 or an 85 Broad Street 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 or an 85 Broad Street 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;



  






    A-22-7 


     


    

 


 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 or an 85 Broad Street 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 or an 85 Broad Street 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



 






    A-22-8 


     


    

 


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 or an 85 Broad Street 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


 






    A-22-9 


     


    

 


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 or the 85 Broad Street
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 Loan 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 the 85 Broad Street 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



 






    A-22-10 


     


    

 


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
Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust
and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO Loans held by
the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage Loan identified
as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x) a percentage that
is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related REO Loan) on any
date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the percentage threshold specified in clause (ii) above
prior to the Distribution Date in June 2027.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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 Loan and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 






    A-22-11 


     


    

 


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 Loan.


 






    A-22-12 


     


    

  








IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class 85BD-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: June [__], 2017


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class 85BD-A
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: June [__], 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 85BD-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 85BD-A Certificate of the entire Percentage Interest represented by the within Class 85BD-A
Certificates to the above-named Assignee(s) and to deliver such Class 85BD-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-23


 


CSAIL
2017-C8 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS 85BD-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 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 


     


    




 


PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. 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, (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-23-2 


     


    

 





CSAIL
2017-C8 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS 85BD-B


 


	Pass-Through Rate:  WAC Rate4	 	 
	 	 	 
	First Distribution Date: July 17, 2017	 	Cut-Off Date:  With
respect to the Trust Subordinate Companion Loan, the Due Date in June 2017 for that Mortgage Loan.

	 	 	 
	Aggregate Initial Certificate Balance of the Class 85BD-B Certificates:  $33,000,000	 	 
	 	 	 


	
        CUSIP:   12595B
BB65

        U2288F AJ16

         
	 	Initial Certificate Balance of this Certificate: $[__]
	ISIN:       US12595BBB627

        USU2288FAJ138
	 	 
	 	 	 
	Common Code: [____]9  	 	 
	 	 	 
	No.:  [85BD-B-1][85BD-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 85BD-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 a subordinate interest in a trust subordinate companion loan (the “Trust
Subordinate Companion Loan”), 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 Loan are to be serviced, pursuant to the Pooling and Servicing Agreement
(as defined below). The Holder of this


 





 



 





4      The
initial approximate Pass-Through Rate as of the Closing Date is 3.67695%.


 


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-23-3 


     


    




 


Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F, Class
NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V2, Class 85BD-A, Class 85BD-C, Class V1-85A, Class V1-85B,
Class V1-85C, Class V2-85, Class R and Class Z Certificates (together with the Class 85BD-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 June 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
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
or the 85 Broad Street Trust Subordinate Companion Loan 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 July 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 85BD-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 85BD-B Certificates is the calendar
month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 






    A-23-4 


     


    

 


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(i)
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(i) 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 85 Broad Street 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 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 Loan 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-23-5 


     


    

 


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 Loan 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 and the Trust Subordinate Companion Loan (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 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account)
and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies
of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the 85 Broad Street 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


 






    A-23-6 


     


    

 


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 or an 85 Broad Street 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 or an 85 Broad Street 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;



 






    A-23-7 


     


    

 


 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 or an 85 Broad
Street 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 or an 85 Broad Street 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



 






    A-23-8 


     


    




 


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 or an 85 Broad Street 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


 






    A-23-9 


     


    

 


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 or the 85 Broad Street
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 Loan 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 the 85 Broad
Street 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 



 






    A-23-10 


     


    

 


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
Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust
and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO Loans held by
the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage Loan identified
as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x) a percentage that
is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related REO Loan) on any
date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the percentage threshold specified in clause (ii) above
prior to the Distribution Date in June 2027.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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 Loan and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 






    A-23-11 


     


    

 


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 Loan.


 






    A-23-12 


     


    

 











IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class 85BD-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: June [__], 2017


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class 85BD-B
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: June [__], 2017


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory



 






    A-23-13 


     


    

 





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 85BD-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 85BD-B Certificate of the entire Percentage Interest represented by the within Class 85BD-B
Certificates to the above-named Assignee(s) and to deliver such Class 85BD-B Certificate to the following address:


 


Date: _________________


 


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


 






    A-23-14 


     


    

 





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-23-15 


     


    

  


EXHIBIT
A-24


 


CSAIL
2017-C8 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS 85BD-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 INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
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-24-1 


     


    




 


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.


 






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CSAIL
2017-C8 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS 85BD-C


 


	Pass-Through Rate:  WAC Rate4	 	 
	 	 	 
	First Distribution Date: July 17, 2017	 	Cut-Off Date:  With
respect to the Trust Subordinate Companion Loan, the Due Date in June 2017 for that Mortgage Loan.

	 	 	 
	Aggregate Initial Certificate Balance of the Class 85BD-C Certificates:  $32,000,000	 	 
	 	 	 


	
        CUSIP:   12595B BD25

        U2288F AK86

         
	 	Initial Certificate Balance of this Certificate: $[__]
	ISIN:       US12595BBD297

        USU2288FAK858
	 	 
	 	 	 
	Common Code: [____]9  	 	 
	 	 	 
	No.:  [85BD-C-1][85BD-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 85BD-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 a subordinate interest in a trust subordinate companion loan (the “Trust
Subordinate Companion Loan”), 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 Loan are to be serviced, pursuant to the Pooling and Servicing Agreement
(as defined below). The Holder of this


 





 



 





4       The
initial approximate Pass-Through Rate as of the Closing Date is 3.67695%.


 


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-24-3 


     


    

 


Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F, Class
NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V2, Class 85BD-A, Class 85BD-B, Class V1-85A, Class V1-85B,
Class V1-85C, Class V2-85, Class R and Class Z Certificates (together with the Class 85BD-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 June 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
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
or the 85 Broad Street Trust Subordinate Companion Loan 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 July 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 85BD-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 85BD-C Certificates is the calendar
month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 






    A-24-4 


     


    

 


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(i)
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(i) 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 85 Broad Street 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 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 Loan 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-24-5 


     


    

 


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 Loan 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 and the Trust Subordinate Companion Loan (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 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account)
and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies
of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the 85 Broad Street 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


 






    A-24-6 


     


    

 


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 or an 85 Broad Street 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 or an 85 Broad Street 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;



 






    A-24-7 


     


    

 


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 or an 85 Broad
Street 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 or an 85 Broad Street 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



 






    A-24-8 


     


    

 


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 or an 85 Broad Street 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


 






    A-24-9 


     


    

 


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 or the 85 Broad Street
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 Loan 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 the 85 Broad
Street 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 



 






    A-24-10 


     


    

 


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
Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust
and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO Loans held by
the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage Loan identified
as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x) a percentage that
is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related REO Loan) on any
date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the percentage threshold specified in clause (ii) above
prior to the Distribution Date in June 2027.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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 Loan and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 






    A-24-11 


     


    

 


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 Loan.


 






    A-24-12 


     


    













 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class 85BD-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: June [__], 2017


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class 85BD-C
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: June [__], 2017


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory



 






    A-24-13 


     


    

 





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 85BD-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 85BD-C Certificate of the entire Percentage Interest represented by the within Class 85BD-C
Certificates to the above-named Assignee(s) and to deliver such Class 85BD-C Certificate to the following address:


 


Date: _________________


 


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


 






    A-24-14 


     


    

 





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-24-15 


     


    

  



EXHIBIT A-25


 


CSAIL 2017-C8 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS V1-85A


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION
CONSULTATION PARTY, THE INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. 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.


 






    A-25-1 


     


    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
(“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND
WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A 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-25-2 


     


    

 





CSAIL 2017-C8 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-85A


 


	Class V1-85A Pass-Through Rate:  N/A.  The Class V1-85A Certificates will not have a Pass-Through Rate, but will be entitled to receive the Class V1-85A Percentage Interest of the sum of the interest distributable on the Class 85BD-A Regular Interests.	 	
        CUSIP: 12595B
BG51

         U2288F AL62

         

        ISIN:     US12595BBG593

         USU2288FAL684

         

	
        Original Aggregate Certificate Balance of the

        Class V1-85A Certificates: $7,000,000

         

        The original aggregate Certificate Balance of the Class V1-85A
        Certificates is equal to the aggregate Certificate Balance of the Class 85BD-A 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: July 17, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in June 2017 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date:  June 2027	 	No.: V1-85A-[_]


 


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 V1-85A 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 a subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), 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 Loan 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


 





 






 


1       For
Rule 144A Certificates


 


2       For
Regulation S Certificates


 


3       For
Rule 144A Certificates


 


4       For
Regulation S Certificates


  






    A-25-3 


     


    

 


Pooling and Servicing Agreement are the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F,
Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V2, Class 85BD-A, Class 85BD-B, Class 85BD-C, Class
V1-85B, Class V1-85C, Class V2-85, Class R and Class Z Certificates (together with the Class V1-85A 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 June 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
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
or the 85 Broad Street Trust Subordinate Companion Loan 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 July 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 V1-85A
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 V1-85A 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-25-4 


     


    

 


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(i)
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(i) 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 85 Broad Street 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 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 Loan 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-25-5 


     


    

 


with respect to the Mortgage Loans and the Trust
Subordinate Companion Loan 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 and the Trust Subordinate Companion Loan (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 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account)
and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies
of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the 85 Broad Street 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-25-6 


     


    

 


Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 






    A-25-7 


     


    

 


		(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 or an 85 Broad Street 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 or an 85 Broad Street 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;



 






    A-25-8 


     


    

 


 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 or an 85 Broad
Street 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 or an 85 Broad Street 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



 






    A-25-9 


     


    

 


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 or an 85 Broad Street 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 or the 85 Broad Street
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


 






    A-25-10 


     


    

 


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 Loan 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 the 85 Broad
Street 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 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


 






    A-25-11 


     


    

 


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
Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust
and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO Loans held by
the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage Loan identified
as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x) a percentage that
is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related REO Loan) on any
date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the percentage threshold specified in clause (ii) above
prior to the Distribution Date in June 2027.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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 Loan and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21


 






    A-25-12 


     


    

 


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 Loan.


 






    A-25-13 


     


    

 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class V1-85A Certificate to be duly executed.


 


Dated: June [__], 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 V1-85A
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: June [__], 2017


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory



 






    A-25-14 


     


    

  






EXHIBIT A-26


 


CSAIL 2017-C8 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS V1-85B


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION
CONSULTATION PARTY, THE INITIAL PURCHASER 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.


 






    A-26-1 


     


    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
(“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND
WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A 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-C8 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-85B


 


	Class V1-85B Pass-Through Rate:  N/A.  The Class V1-85B Certificates will not have a Pass-Through Rate, but will be entitled to receive the Class V1-85B Percentage Interest of the interest distributable on the Class 85BD-B Regular Interests.	 	
        CUSIP: 12595B
BJ91

         U2288F AM42

         

        ISIN:     US12595BBJ983

         USU2288FAM424

         

	
        Original Aggregate Certificate Balance of the

        Class V1-85B Certificates: $33,000,000

         

        The original aggregate Certificate Balance of the Class V1-85B
        Certificates is equal to the aggregate Certificate Balance of the Class 85BD-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:  $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: July 17, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in June 2017 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date:  June 2027	 	No.: V1-85B-[__]


 


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 V1-85B 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 a subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), 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 Loan 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


 





 



 


1      For
Rule 144A Certificates


 


2      For
Regulation S Certificates


 


3      For
Rule 144A Certificates


 


4      For
Regulation S Certificates


  






    A-26-3 


     


    

 


Pooling and Servicing Agreement are the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F,
Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V2, Class 85BD-A, Class 85BD-B, Class 85BD-C, Class
V1-85A, Class V1-85C, Class V2-85, Class R and Class Z Certificates (together with the Class V1-85B 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 June 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
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
or the 85 Broad Street Trust Subordinate Companion Loan 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 July 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 V1-85B
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 V1-85B 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-26-4 


     


    

 


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(i)
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(i) 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 85 Broad Street 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 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 Loan 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-26-5 


     


    

 


with respect to the Mortgage Loans and the Trust
Subordinate Companion Loan 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 and the Trust Subordinate Companion Loan (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 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account)
and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies
of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the 85 Broad Street 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:


 






    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 or an 85 Broad Street 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 or an 85 Broad Street 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;



 






    A-26-8 


     


    

 


 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 or an 85 Broad
Street 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 or an 85 Broad Street 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



 






    A-26-9 


     


    

 


 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 or an 85 Broad Street 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 or the 85 Broad Street
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


 






    A-26-10 


     


    

 


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 Loan 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 the 85 Broad
Street 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 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


 






    A-26-11 


     


    

 


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
Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust
and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO Loans held by
the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage Loan identified
as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x) a percentage that
is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related REO Loan) on any
date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the percentage threshold specified in clause (ii) above
prior to the Distribution Date in June 2027.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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 Loan and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21


 






    A-26-12 


     


    

 


years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the 85 Broad Street
Trust Subordinate Companion Loan.


 






    A-26-13 


     


    

 








IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class V1-85B Certificate to be duly executed.


 


Dated: June [__], 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 V1-85B
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: June [__], 2017


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory



 






    A-26-14 


     


    

  












EXHIBIT A-27


 


CSAIL 2017-C8 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS V1-85C 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.]


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION
CONSULTATION PARTY, THE INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. 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.


 






    A-27-1 


     


    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
(“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND
WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A 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-27-2 


     


    

 





CSAIL 2017-C8 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-85C


 


	Class V1-85C Pass-Through Rate:  N/A.  The Class V1-85C Certificates will not have a Pass-Through Rate, but will be entitled to receive the Class V1-85C Percentage Interest of the interest distributable on the Class 85BD-C Regular Interest.	 	
        CUSIP: 12595B
BL41

         U2288F AN22

         

        ISIN:     US12595BBL453

         USU2288FAN254

         

	
        Original Aggregate Certificate Balance of the

        Class V1-85C Certificates: $32,000,000

         

        The original aggregate Certificate Balance of the Class V1-85C
        Certificates is equal to the aggregate Certificate Balance of the Class 85BD-C 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: July 17, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in June 2017 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date:  June 2027	 	No.: V1-85C-[__]
	 	 	 


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 V1-85C 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 a subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), 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 Loan 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


 





 






 





1       For
Rule 144A Certificates


 


2       For
Regulation S Certificates


 


3       For
Rule 144A Certificates


 


4       For
Regulation S Certificates


 











    A-27-3 


     


    

 


Pooling and Servicing Agreement are the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F,
Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V2, Class 85BD-A, Class 85BD-B, Class 85BD-C, Class
V1-85A, Class V1-85B, Class V2-85, Class R and Class Z Certificates (together with the Class V1-85C 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 June 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
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
or the 85 Broad Street Trust Subordinate Companion Loan 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 July 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 V1-85C
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 V1-85C 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-27-4 


     


    

 


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(i)
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(i) 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 85 Broad Street 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 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 Loan 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-27-5 


     


    

 


with respect to the Mortgage Loans and the Trust
Subordinate Companion Loan 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 and the Trust Subordinate Companion Loan (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 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account)
and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies
of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the 85 Broad Street 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-27-6 


     


    

 


Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 






    A-27-7 


     


    

 


		(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 or an 85 Broad Street 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 or an 85 Broad Street 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;



 






    A-27-8 


     


    

 


 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 or an 85 Broad
Street 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 or an 85 Broad Street 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



 






    A-27-9 


     


    

 


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 or an 85 Broad Street 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 or the 85 Broad Street
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


 






    A-27-10 


     


    

 


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 Loan 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 the 85 Broad
Street 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 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


 






    A-27-11 


     


    

 


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
Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust
and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO Loans held by
the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage Loan identified
as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x) a percentage that
is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related REO Loan) on any
date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the percentage threshold specified in clause (ii) above
prior to the Distribution Date in June 2027.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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 Loan and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21


 






    A-27-12 


     


    

 


years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the 85 Broad Street
Trust Subordinate Companion Loan.


 






    A-27-13 


     


    







 








IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class V1-85C Certificate to be duly executed.


 


Dated: June [__], 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 V1-85C
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: June [__], 2017


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory



 






    A-27-14 


     


    

 



EXHIBIT A-28


 


CSAIL 2017-C8 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-C8, CLASS V2-85


 


[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-28-1 


     


    

 


INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. 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.


 


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-28-2 


     


    

 





CSAIL 2017-C8 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V2-85


 


	Class V2-85 Pass-Through Rate:  N/A.  The Class V2-85 Certificates will not have a Pass-Through Rate, but will be entitled to receive the Class V2-85 Percentage Interest of the sum of the interest distributable on the 85 Broad Trust Subordinate Companion Loan REMIC Regular Interests.	 	
        CUSIP: 12595B
BN04

         U2288F AP75

         

        ISIN:     US12595BBN016

         USU2288FAP727

         

	
        Original Aggregate Certificate Balance of the Class V2-85 Certificates: $72,000,000

         

        The original aggregate Certificate Balance of the Class V2-85
        Certificates is equal to the aggregate of the 85 Broad 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: July 17, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in June 2017 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date:  June 2027	 	No.: V2-85-[__]
	 	 	 


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 V2-85 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 a subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), 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 Loan 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


 





 



 





4       For
Rule 144A Certificates


 


5       For
Regulation S Certificates


 


6       For
Rule 144A Certificates


 


7       For
Regulation S Certificates


 











    A-28-3 


     


    

 


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-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 V2, Class 85BD-A, Class 85BD-B, Class 85BD-C, Class
V1-85A, Class V1-85B, Class V1-85C, Class R and Class Z Certificates (together with the Class V2-85 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 June 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, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
(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
or the 85 Broad Street Trust Subordinate Companion Loan 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 July 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 V2-85
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 V2-85 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-28-4 


     


    

 


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(i)
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(i) 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 85 Broad Street 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 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 Loan 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-28-5 


     


    

 


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 Loan 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 and the Trust Subordinate Companion Loan (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 85 Broad Street Trust Subordinate Companion
Loan REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account)
and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies
of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the 85 Broad Street 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-28-6 


     


    

 


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 or an 85 Broad Street 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 or an 85 Broad Street 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-28-7 


     


    

 


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 or an 85 Broad
Street 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 or an 85 Broad Street 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-28-8 


     


    
  


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 or an 85 Broad Street 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-28-9 


     


    

 


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 or the 85 Broad Street
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 Loan 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 the 85 Broad
Street 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-28-10 


     


    

 


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
Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust
and early retirement of the then-outstanding Certificates, only on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans, the Trust Subordinate Companion Loan and the portion of any REO Loans held by
the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the Mortgage Loan identified
as “71 Fifth Ave” on the Mortgage Loan Schedule is an asset of the Trust Fund, the product of (x) a percentage that
is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage Loan (or the related REO Loan) on any
date of determination and 1% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the percentage threshold specified in clause (ii) above
prior to the Distribution Date in June 2027.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class 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 Loan 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-28-11 


     


    

 


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 or the 85 Broad Street
Trust Subordinate Companion Loan.


 






    A-28-12 


     


    

 





 


 








IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class V2-85 Certificate to be duly executed.


 


Dated: June [__], 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 V2-85
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: June [__], 2017


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory



 


 






    A-28-13 


     


    



 




 





EXHIBIT
B


 


MORTGAGE
LOAN SCHEDULE


 






    B-1


     


    

 


 




 


CSAIL 2017-C8

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
    (1)	Column
    Financial, Inc. / Natixis	85
    Broad Street Property Owner LLC; 85 Broad Street TRS LLC	85
    Broad Street	New
    York	NY	10004	New
    York	85
    Broad Street	1,118,512	Square
    Feet	3.4125300%	3.3959900%	3.4125300%	3.3959900%
	2	Natixis	245
    Park Avenue Property LLC	245
    Park Avenue	New
    York	NY	10167	New
    York	245
    Park Avenue	1,723,993	Square
    Feet	3.6694000%	3.6563300%	3.6694000%	3.6563300%
	3	Natixis	Risingstar
    II LLC; Desert Sunrise LLC	410,
    420, and 430 North Mary Avenue	Sunnyvale	CA	94085	Santa
    Clara	Apple
    Sunnyvale	349,758	Square
    Feet	4.2289200%	4.2113100%	4.2289200%	4.2113100%
	4	Column
    Financial, Inc.	Newage
    Rancho Mirage II, LLC	68900
    Frank Sinatra Drive	Rancho
    Mirage	CA	92270	Riverside	Ritz
    Carlton Rancho Mirage	244	Rooms	5.6600000%	5.6434600%	NAP	NAP
	5	Column
    Financial, Inc.	Grand
    Ventures Eastlund Hotel LLC	1021
    Northeast Grand Avenue	Portland	OR	97232	Multnomah	Hotel
    Eastlund	168	Rooms	4.9800000%	4.9634600%	NAP	NAP
	6	Natixis	Urbansea
    Holding LLC	501
    Fairview Avenue North	Seattle	WA	98109	King	Urban
    Union Amazon	295,793	Square
    Feet	3.3812000%	3.3627000%	3.3812000%	3.3627000%
	7	Natixis	1204
    Broadway DE LLC; 1212 Broadway DE LLC; 1214-1216 Broadway DE LLC	Various	New
    York	NY	10001	New
    York	Broadway
    Portfolio	77,419	Square
    Feet	4.6100000%	4.5914900%	4.6100000%	4.5914900%
	7.01	Natixis	 	1214-1216
    Broadway	New
    York	NY	10001	New
    York	1214-1216
    Broadway	51,844	Square
    Feet	 	 	 	 
	7.02	Natixis	 	1204
    Broadway	New
    York	NY	10001	New
    York	1204
    Broadway	23,400	Square
    Feet	 	 	 	 
	7.03	Natixis	 	1212
    Broadway	New
    York	NY	10001	New
    York	1212
    Broadway	2,175	Square
    Feet	 	 	 	 
	8	BSP	Patriot
    American Parkway, L.P.	1110
    American Parkway Northeast	Allentown	PA	18109	Lehigh	St.
    Luke’s Office	566,622	Square
    Feet	4.6900000%	4.6712500%	4.6900000%	4.6712500%
	9	BSP	Northridge
    07 A, LLC; Northridge 07 B, LLC; Northridge 07 C, LLC; Northridge 07 D, LLC	15254-15420
    West 119th Street	Olathe	KS	66062	Johnson	Northridge
    Plaza	209,652	Square
    Feet	4.8000000%	4.7834600%	NAP	NAP
	10	Natixis	449
    S. Broadway Borrower, LLC	449
    South Broadway	Los
    Angeles	CA	90013	Los
    Angeles	449
    South Broadway	88	Units	4.4500000%	4.4334600%	NAP	NAP
	11	BSP	DPC1
    LP	Various	Dublin	OH	43017	Franklin	Columbus
    Office Portfolio I	651,596	Square
    Feet	5.1500000%	5.1309600%	5.1500000%	5.1309600%
	11.01	BSP	 	5455-5475
    Rings Road	Dublin	OH	43017	Franklin	Atrium
    II	293,452	Square
    Feet	 	 	 	 
	11.02	BSP	 	5550
    & 5600 Blazer Parkway	Dublin	OH	43017	Franklin	Blazer
    I & II	156,848	Square
    Feet	 	 	 	 
	11.03	BSP	 	5515
    Parkcenter Circle	Dublin	OH	43017	Franklin	5515
    Parkcenter	117,003	Square
    Feet	 	 	 	 
	11.04	BSP	 	5555
    Parkcenter Circle	Dublin	OH	43017	Franklin	5555
    Parkcenter	84,293	Square
    Feet	 	 	 	 
	12	BSP	71
    Fifth Ground Lessor LLC	71
    Fifth Avenue	New
    York	NY	10003	New
    York	71
    Fifth Ave	161,000	Square
    Feet	3.8800000%	3.8634600%	NAP	NAP
	13	Natixis	Acropolis
    Gardens Realty Corp.	2105-2177
    33rd Street and 2106-2178 35th Street	Astoria	NY	11105	Queens	Acropolis
    Garden	618	Units	3.7200000%	3.7056800%	3.7200000%	3.7056800%
	14	BSP	DC
    5-17 Fund, LLC	6315
    Bren Mar Drive	Alexandria	VA	22312	Fairfax	Alexandria
    Corporate Park	259,272	Square
    Feet	5.9000000%	5.8797100%	5.9000000%	5.8797100%
	15	BSP	Harmon
    Square SPE LLC	4501
    and 4503 Paradise Road	Las
    Vegas	NV	89169	Clark	Shoppes
    at Harmon Square	31,036	Square
    Feet	5.1000000%	5.0834600%	NAP	NAP
	16	BSP	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%	4.9956800%	5.0100000%	4.9956800%
	16.01	BSP	 	2976
    Cascade Drive	Ann
    Arbor	MI	48104	Washtenaw	Carleton	103	Units	 	 	 	 
	16.02	BSP	 	1184
    Fox Creek Lane	Reynoldsburg	OH	43068	Franklin	River
    Glen	113	Units	 	 	 	 
	16.03	BSP	 	80
    Emerson Avenue	Berea	OH	44017	Cuyahoga	Tabor
    Ridge	97	Units	 	 	 	 
	16.04	BSP	 	3326
    Michael Avenue	Bedford	IN	47421	Lawrence	Ridgewood	98	Units	 	 	 	 
	16.05	BSP	 	4171
    Foxhaven Avenue Northwest	Canton	OH	44718	Stark	Foxhaven	107	Units	 	 	 	 
	16.06	BSP	 	5519-C
    Limaburg Road	Burlington	KY	41005	Boone	Hayfield	86	Units	 	 	 	 
	16.07	BSP	 	1632
    Laurel Bay Drive	Ypsilanti	MI	48198	Washtenaw	Laurel	68	Units	 	 	 	 
	16.08	BSP	 	247
    Jackson Street	Newnan	GA	30263	Coweta	Wood
    Trail	61	Units	 	 	 	 
	16.09	BSP	 	3835
    Beth Anne Drive	Columbus	OH	43207	Franklin	Camellia	104	Units	 	 	 	 
	16.10	BSP	 	7701
    Hogans Run	Louisville	KY	40228	Jefferson	Ashgrove	60	Units	 	 	 	 
	16.11	BSP	 	450
    Turney Road	Bedford	OH	44146	Cuyahoga	Slate
    Run	62	Units	 	 	 	 
	16.12	BSP	 	1481
    Bunchline Drive	Westerville	OH	43081	Franklin	Forsythia	60	Units	 	 	 	 
	16.13	BSP	 	36
    Poston Road	The
    Plains	OH	45780	Athens	Beckford	60	Units	 	 	 	 
	16.14	BSP	 	8611
    Meadowood Drive	Newburgh	IN	47630	Warrick	Meadowood	65	Units	 	 	 	 
	16.15	BSP	 	1705
    Roswell Road	Marietta	GA	30062	Cobb	Elmwood	48	Units	 	 	 	 
	17	Column
    Financial, Inc.	Ft.
    Washington Hospitality Partners, LLC	530
    West Pennsylvania Avenue	Fort
    Washington	PA	19034	Montgomery	Hilton
    Garden Inn - Fort Washington	146	Rooms	5.0800000%	5.0634600%	NAP	NAP
	18	BSP	8046
    Phillips Highway LLC; 1080 Falmouth LLC; 11119 LLC	Various	Various	Various	Various	Various	East
    Coast Triple Net Portfolio	137,322	Square
    Feet	4.9000000%	4.8834600%	NAP	NAP
	18.01	BSP	 	8046
    Philips Highway	Jacksonville	FL	33653	Duval	BJ’s
    Wholesale Club	119,598	Square
    Feet	 	 	 	 
	18.02	BSP	 	1080
    Falmouth Road	Barnstable	MA	02601	Barnstable	CVS
    Centerville	9,750	Square
    Feet	 	 	 	 
	18.03	BSP	 	11119
    San Jose Boulevard	Jacksonville	FL	32223	Duval	NAPA
    Auto	7,974	Square
    Feet	 	 	 	 
	19	Natixis	Post
    Road Realty LLC	260-300
    Boston Post Road	Port
    Chester	NY	10573	Westchester	260-300
    Boston Post Road	59,533	Square
    Feet	4.3200000%	4.3034600%	NAP	NAP
	20	Natixis	Azarian-Livingston
    Town Center LLC; Azarian LTC LLC	1100-8100
    Town Center Way	Livingston	NJ	07039	Essex	Livingston
    Town Center	65,054	Square
    Feet	4.3430000%	4.3264600%	NAP	NAP
	21	Natixis	One
    Forest Drive, LLC	1
    Forest Parkway 	Shelton	CT	06484	Fairfield	1
    Forest Parkway	78,600	Square
    Feet	4.7800000%	4.7634600%	NAP	NAP
	22	BSP	FWI
    29 LLC	641
    Veterans Parkway South	Moultrie	GA	31788	Colquitt	Walmart
    Shopping Center Moultrie	196,589	Square
    Feet	5.5800000%	5.5634600%	NAP	NAP
	23	BSP	Valley
    View Business Center I LLC	6280
    South Valley View Boulevard	Las
    Vegas	NV	89118	Clark	Valley
    View I	126,879	Square
    Feet	5.2800000%	5.2634600%	NAP	NAP
	24	BSP	Sabra
    Chamblee Heights, LLC	3255
    Chamblee Dunwoody Road	Chamblee	GA	30341	DeKalb	Chamblee
    Heights	170	Units	4.8300000%	4.8134600%	NAP	NAP
	25	Natixis	HH
    Marble Property LLC	4300
    Marble Hall Road	Baltimore	MD	21218	Baltimore	Marble
    Hall Gardens	390	Units	5.0300000%	5.0069400%	5.0300000%	5.0069400%
	26	Column
    Financial, Inc.	Plaza
    7-21, LLC	675
    East 2100 South	Salt
    Lake City	UT	84106	Salt
    Lake	Plaza
    7-21	69,339	Square
    Feet	5.0100000%	4.9934600%	NAP	NAP
	27	Column
    Financial, Inc.	Spurs
    Realty, LLC	Various	Austin	TX	Various	Travis	Austin
    Multifamily Portfolio	83	Units	4.8500000%	4.8334600%	NAP	NAP
	27.01	Column
    Financial, Inc.	 	918-920
    East 40th Street	Austin	TX	78751	Travis	Miller
    Square Apartments	51	Units	 	 	 	 
	27.02	Column
    Financial, Inc.	 	305
    West 35th Street	Austin	TX	78705	Travis	305
    West Place	32	Units	 	 	 	 
	28	BSP	Bell
    Plaza Arizona LLC	17220
    North Boswell Boulevard & 10451 West Palmeras Drive	Sun
    City	AZ	85373	Maricopa	Bell
    Plaza Professional Building	98,610	Square
    Feet	5.9000000%	5.8834600%	NAP	NAP
	29	BSP	GSNP
    Florida LLC	17301
    Dona Michelle Drive	Tampa	FL	33647	Hillsborough	La
    Quinta Inns & Suites Tampa	84	Rooms	5.2500000%	5.2334600%	NAP	NAP
	30	BSP	WAG
    Riverton LLC, CT Mexico LLC, MR Mexico LLC	Various	Various	Various	Various	Various	Walgreens
    - WY and MO	29,640	Square
    Feet	5.0500000%	5.0334600%	NAP	NAP
	30.01	BSP	 	845
    North Federal Boulevard	Riverton	WY	82501	Fremont 	Walgreens
    - WY	14,820	Square
    Feet	 	 	 	 
	30.02	BSP	 	101
    North Western Street	Mexico	MO	65265	Audrain	Walgreens
    - MO	14,820	Square
    Feet	 	 	 	 
	31	BSP	Stevens
    I, L.L.C.; Stevens II, L.L.C.	9441-9445
    Stevens Road	Shreveport	LA	71106	Caddo	Stevens
    I and II	37,567	Square
    Feet	5.3500000%	5.2934600%	NAP	NAP
	32	BSP	Audubon
    Bridge City, L.L.C.	1433
    Utah Beach Street	Bridge
    City	LA	70094	Jefferson	Audubon
    Village	136	Units	4.7700000%	4.7534600%	NAP	NAP
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trust
    Subordinate Companion Loan	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	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	85
    Broad Street Property Owner LLC; 85 Broad Street TRS LLC	85
    Broad Street	New
    York	NY	10004	New
    York	85
    Broad Street	1,118,512	Square
    Feet	3.6930000%	3.6769500%	NAP	NAP


 


 




     


     

    

 


CSAIL
2017-C8

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
	1
    (1)	Column
    Financial, Inc. / Natixis	85
    Broad Street Property Owner LLC; 85 Broad Street TRS LLC	85
    Broad Street	$90,000,000	$90,000,000	120	120	6/5/2027	0	0	$79,000,000	120	120	6/5/2027
	2	Natixis	245
    Park Avenue Property LLC	245
    Park Avenue	$80,000,000	$80,000,000	120	120	6/1/2027	0	0	$1,000,000,000	120	120	6/1/2027
	3	Natixis	Risingstar
    II LLC; Desert Sunrise LLC	410,
    420, and 430 North Mary Avenue	$70,350,000	$70,350,000	60	57	3/6/2022	0	0	$34,000,000	60	57	3/6/2022
	4	Column
    Financial, Inc.	Newage
    Rancho Mirage II, LLC	68900
    Frank Sinatra Drive	$54,000,000	$54,000,000	60	58	4/6/2022	0	0	NAP	NAP	NAP	NAP
	5	Column
    Financial, Inc.	Grand
    Ventures Eastlund Hotel LLC	1021
    Northeast Grand Avenue	$41,000,000	$41,000,000	120	117	3/6/2027	360	360	NAP	NAP	NAP	NAP
	6	Natixis	Urbansea
    Holding LLC	501
    Fairview Avenue North	$38,231,428	$38,231,428	60	56	2/6/2022	0	0	$24,000,000	60	56	2/6/2022
	7	Natixis	1204
    Broadway DE LLC; 1212 Broadway DE LLC; 1214-1216 Broadway DE LLC	Various	$38,000,000	$38,000,000	120	114	12/5/2026	0	0	$20,000,000	120	114	12/5/2026
	7.01	Natixis	 	1214-1216
    Broadway	$25,446,880	$25,446,880	 	 	 	 	 	 	 	 	 
	7.02	Natixis	 	1204
    Broadway	$11,485,553	$11,485,553	 	 	 	 	 	 	 	 	 
	7.03	Natixis	 	1212
    Broadway	$1,067,567	$1,067,567	 	 	 	 	 	 	 	 	 
	8	BSP	Patriot
    American Parkway, L.P.	1110
    American Parkway Northeast	$34,000,000	$34,000,000	120	119	5/6/2027	360	360	$17,000,000	120	119	5/6/2027
	9	BSP	Northridge
    07 A, LLC; Northridge 07 B, LLC; Northridge 07 C, LLC; Northridge 07 D, LLC	15254-15420
    West 119th Street	$32,500,000	$32,500,000	120	119	5/6/2027	360	360	NAP	NAP	NAP	NAP
	10	Natixis	449
    S. Broadway Borrower, LLC	449
    South Broadway	$31,750,000	$31,750,000	120	120	6/5/2027	0	0	NAP	NAP	NAP	NAP
	11	BSP	DPC1
    LP	Various	$30,000,000	$30,000,000	120	117	3/6/2027	360	360	$15,300,000	120	117	3/6/2027
	11.01	BSP	 	5455-5475
    Rings Road	$14,120,370	$14,120,370	 	 	 	 	 	 	 	 	 
	11.02	BSP	 	5550
    & 5600 Blazer Parkway	$7,824,074	$7,824,074	 	 	 	 	 	 	 	 	 
	11.03	BSP	 	5515
    Parkcenter Circle	$5,324,074	$5,324,074	 	 	 	 	 	 	 	 	 
	11.04	BSP	 	5555
    Parkcenter Circle	$2,731,481	$2,731,481	 	 	 	 	 	 	 	 	 
	12	BSP	71
    Fifth Ground Lessor LLC	71
    Fifth Avenue	$25,000,000	$25,000,000	120	116	2/6/2027	0	0	NAP	NAP	NAP	NAP
	13	Natixis	Acropolis
    Gardens Realty Corp.	2105-2177
    33rd Street and 2106-2178 35th Street	$20,000,000	$20,000,000	120	119	5/5/2027	0	0	$25,000,000	120	119	5/5/2027
	14	BSP	DC
    5-17 Fund, LLC	6315
    Bren Mar Drive	$20,000,000	$20,000,000	120	120	6/6/2027	360	360	$14,500,000	120	120	6/6/2027
	15	BSP	Harmon
    Square SPE LLC	4501
    and 4503 Paradise Road	$18,100,000	$18,100,000	120	120	6/6/2027	360	360	NAP	NAP	NAP	NAP
	16	BSP	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	$18,000,000	$18,000,000	120	120	6/6/2027	360	360	$39,500,000	120	120	6/6/2027
	16.01	BSP	 	2976
    Cascade Drive	$1,940,870	$1,940,870	 	 	 	 	 	 	 	 	 
	16.02	BSP	 	1184
    Fox Creek Lane	$1,875,130	$1,875,130	 	 	 	 	 	 	 	 	 
	16.03	BSP	 	80
    Emerson Avenue	$1,502,609	$1,502,609	 	 	 	 	 	 	 	 	 
	16.04	BSP	 	3326
    Michael Avenue	$1,471,304	$1,471,304	 	 	 	 	 	 	 	 	 
	16.05	BSP	 	4171
    Foxhaven Avenue Northwest	$1,242,783	$1,242,783	 	 	 	 	 	 	 	 	 
	16.06	BSP	 	5519-C
    Limaburg Road	$1,239,652	$1,239,652	 	 	 	 	 	 	 	 	 
	16.07	BSP	 	1632
    Laurel Bay Drive	$1,095,652	$1,095,652	 	 	 	 	 	 	 	 	 
	16.08	BSP	 	247
    Jackson Street	$1,080,000	$1,080,000	 	 	 	 	 	 	 	 	 
	16.09	BSP	 	3835
    Beth Anne Drive	$1,025,217	$1,025,217	 	 	 	 	 	 	 	 	 
	16.10	BSP	 	7701
    Hogans Run	$954,783	$954,783	 	 	 	 	 	 	 	 	 
	16.11	BSP	 	450
    Turney Road	$943,826	$943,826	 	 	 	 	 	 	 	 	 
	16.12	BSP	 	1481
    Bunchline Drive	$939,130	$939,130	 	 	 	 	 	 	 	 	 
	16.13	BSP	 	36
    Poston Road	$923,478	$923,478	 	 	 	 	 	 	 	 	 
	16.14	BSP	 	8611
    Meadowood Drive	$920,348	$920,348	 	 	 	 	 	 	 	 	 
	16.15	BSP	 	1705
    Roswell Road	$845,217	$845,217	 	 	 	 	 	 	 	 	 
	17	Column
    Financial, Inc.	Ft.
    Washington Hospitality Partners, LLC	530
    West Pennsylvania Avenue	$16,660,000	$16,660,000	120	120	6/6/2027	300	300	NAP	NAP	NAP	NAP
	18	BSP	8046
    Phillips Highway LLC; 1080 Falmouth LLC; 11119 LLC	Various	$16,400,000	$16,400,000	120	119	5/6/2027	360	360	NAP	NAP	NAP	NAP
	18.01	BSP	 	8046
    Philips Highway	$11,745,946	$11,745,946	 	 	 	 	 	 	 	 	 
	18.02	BSP	 	1080
    Falmouth Road	$3,900,541	$3,900,541	 	 	 	 	 	 	 	 	 
	18.03	BSP	 	11119
    San Jose Boulevard	$753,514	$753,514	 	 	 	 	 	 	 	 	 
	19	Natixis	Post
    Road Realty LLC	260-300
    Boston Post Road	$15,750,000	$15,750,000	120	120	6/5/2027	0	0	NAP	NAP	NAP	NAP
	20	Natixis	Azarian-Livingston
    Town Center LLC; Azarian LTC LLC	1100-8100
    Town Center Way	$14,875,000	$14,875,000	120	119	5/5/2027	360	360	NAP	NAP	NAP	NAP
	21	Natixis	One
    Forest Drive, LLC	1
    Forest Parkway 	$13,230,000	$13,230,000	120	119	5/5/2027	360	360	NAP	NAP	NAP	NAP
	22	BSP	FWI
    29 LLC	641
    Veterans Parkway South	$13,000,000	$12,961,800	120	117	3/6/2027	360	357	NAP	NAP	NAP	NAP
	23	BSP	Valley
    View Business Center I LLC	6280
    South Valley View Boulevard	$12,375,000	$12,305,605	120	115	1/6/2027	360	355	NAP	NAP	NAP	NAP
	24	BSP	Sabra
    Chamblee Heights, LLC	3255
    Chamblee Dunwoody Road	$11,750,000	$11,722,381	120	118	4/6/2027	360	358	NAP	NAP	NAP	NAP
	25	Natixis	HH
    Marble Property LLC	4300
    Marble Hall Road	$11,500,000	$11,500,000	120	120	6/5/2027	360	360	$10,000,000	120	120	6/5/2027
	26	Column
    Financial, Inc.	Plaza
    7-21, LLC	675
    East 2100 South	$9,250,000	$9,250,000	120	118	4/1/2027	360	360	NAP	NAP	NAP	NAP
	27	Column
    Financial, Inc.	Spurs
    Realty, LLC	Various	$6,775,000	$6,775,000	120	120	6/1/2027	360	360	NAP	NAP	NAP	NAP
	27.01	Column
    Financial, Inc.	 	918-920
    East 40th Street	$4,505,783	$4,505,783	 	 	 	 	 	 	 	 	 
	27.02	Column
    Financial, Inc.	 	305
    West 35th Street	$2,269,217	$2,269,217	 	 	 	 	 	 	 	 	 
	28	BSP	Bell
    Plaza Arizona LLC	17220
    North Boswell Boulevard & 10451 West Palmeras Drive	$6,600,000	$6,567,261	120	115	1/6/2027	360	355	NAP	NAP	NAP	NAP
	29	BSP	GSNP
    Florida LLC	17301
    Dona Michelle Drive	$6,150,000	$6,150,000	120	120	6/6/2027	270	270	NAP	NAP	NAP	NAP
	30	BSP	WAG
    Riverton LLC, CT Mexico LLC, MR Mexico LLC	Various	$5,950,000	$5,950,000	120	118	4/6/2027	0	0	NAP	NAP	NAP	NAP
	30.01	BSP	 	845
    North Federal Boulevard	$3,133,245	$3,133,245	 	 	 	 	 	 	 	 	 
	30.02	BSP	 	101
    North Western Street	$2,816,755	$2,816,755	 	 	 	 	 	 	 	 	 
	31	BSP	Stevens
    I, L.L.C.; Stevens II, L.L.C.	9441-9445
    Stevens Road	$5,050,000	$5,027,089	120	116	2/6/2027	360	356	NAP	NAP	NAP	NAP
	32	BSP	Audubon
    Bridge City, L.L.C.	1433
    Utah Beach Street	$5,000,000	$5,000,000	120	120	6/6/2027	360	360	NAP	NAP	NAP	NAP
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trust
    Subordinate Companion Loan	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	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
	TS
    - 1	Natixis	85
    Broad Street Property Owner LLC; 85 Broad Street TRS LLC	85
    Broad Street	$72,000,000	$72,000,000	120	120	6/5/2027	0	0	NAP	NAP	NAP	NAP


 




     


     

    

 


CSAIL
2017-C8

MORTGAGE LOAN SCHEDULE 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	Originator/Loan
    Seller	Mortgagor
    Name	Property
    Address	Companion
    Loan Amortiziation Term	Companion
    Loan Remaining Amortization Term for Balloon Loans	Monthly
    Payment	Servicing
    Fee Rate	Subservicing
    Fee	Accrual
    Type	ARD
    (Y/N)	Revised
    Rate (%)	Title
    Type	Crossed
    Collateralized Loan	Cross
    Defaulted Loan
	1
    (1)	Column
    Financial, Inc. / Natixis	85
    Broad Street Property Owner LLC; 85 Broad Street TRS LLC	85
    Broad Street	0	0	$259,494	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	2	Natixis	245
    Park Avenue Property LLC	245
    Park Avenue	0	0	$248,024	0.00375%	0.00125%	Actual/360	No	 	Fee	No	No
	3	Natixis	Risingstar
    II LLC; Desert Sunrise LLC	410,
    420, and 430 North Mary Avenue	0	0	$251,364	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	4	Column
    Financial, Inc.	Newage
    Rancho Mirage II, LLC	68900
    Frank Sinatra Drive	NAP	NAP	$258,238	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	5	Column
    Financial, Inc.	Grand
    Ventures Eastlund Hotel LLC	1021
    Northeast Grand Avenue	NAP	NAP	$219,596	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	6	Natixis	Urbansea
    Holding LLC	501
    Fairview Avenue North	0	0	$109,220	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	7	Natixis	1204
    Broadway DE LLC; 1212 Broadway DE LLC; 1214-1216 Broadway DE LLC	Various	0	0	$148,011	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	7.01	Natixis	 	1214-1216
    Broadway	 	 	 	 	 	 	 	 	Fee	 	 
	7.02	Natixis	 	1204
    Broadway	 	 	 	 	 	 	 	 	Fee	 	 
	7.03	Natixis	 	1212
    Broadway	 	 	 	 	 	 	 	 	Fee	 	 
	8	BSP	Patriot
    American Parkway, L.P.	1110
    American Parkway Northeast	360	360	$176,133	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	9	BSP	Northridge
    07 A, LLC; Northridge 07 B, LLC; Northridge 07 C, LLC; Northridge 07 D, LLC	15254-15420
    West 119th Street	NAP	NAP	$170,516	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	10	Natixis	449
    S. Broadway Borrower, LLC	449
    South Broadway	NAP	NAP	$119,375	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	11	BSP	DPC1
    LP	Various	360	360	$163,808	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	11.01	BSP	 	5455-5475
    Rings Road	 	 	 	 	 	 	 	 	Fee	 	 
	11.02	BSP	 	5550
    & 5600 Blazer Parkway	 	 	 	 	 	 	 	 	Fee	 	 
	11.03	BSP	 	5515
    Parkcenter Circle	 	 	 	 	 	 	 	 	Fee	 	 
	11.04	BSP	 	5555
    Parkcenter Circle	 	 	 	 	 	 	 	 	Fee	 	 
	12	BSP	71
    Fifth Ground Lessor LLC	71
    Fifth Avenue	NAP	NAP	$81,956	0.00500%	0.00000%	Actual/360	Yes	7.38000%	Fee	No	No
	13	Natixis	Acropolis
    Gardens Realty Corp.	2105-2177
    33rd Street and 2106-2178 35th Street	0	0	$62,861	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	14	BSP	DC
    5-17 Fund, LLC	6315
    Bren Mar Drive	360	360	$118,627	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	15	BSP	Harmon
    Square SPE LLC	4501
    and 4503 Paradise Road	NAP	NAP	$98,274	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	16	BSP	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	360	360	$96,738	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	16.01	BSP	 	2976
    Cascade Drive	 	 	 	 	 	 	 	 	Fee	 	 
	16.02	BSP	 	1184
    Fox Creek Lane	 	 	 	 	 	 	 	 	Fee	 	 
	16.03	BSP	 	80
    Emerson Avenue	 	 	 	 	 	 	 	 	Fee	 	 
	16.04	BSP	 	3326
    Michael Avenue	 	 	 	 	 	 	 	 	Fee	 	 
	16.05	BSP	 	4171
    Foxhaven Avenue Northwest	 	 	 	 	 	 	 	 	Fee	 	 
	16.06	BSP	 	5519-C
    Limaburg Road	 	 	 	 	 	 	 	 	Fee	 	 
	16.07	BSP	 	1632
    Laurel Bay Drive	 	 	 	 	 	 	 	 	Fee	 	 
	16.08	BSP	 	247
    Jackson Street	 	 	 	 	 	 	 	 	Fee	 	 
	16.09	BSP	 	3835
    Beth Anne Drive	 	 	 	 	 	 	 	 	Fee	 	 
	16.10	BSP	 	7701
    Hogans Run	 	 	 	 	 	 	 	 	Fee	 	 
	16.11	BSP	 	450
    Turney Road	 	 	 	 	 	 	 	 	Fee	 	 
	16.12	BSP	 	1481
    Bunchline Drive	 	 	 	 	 	 	 	 	Fee	 	 
	16.13	BSP	 	36
    Poston Road	 	 	 	 	 	 	 	 	Fee	 	 
	16.14	BSP	 	8611
    Meadowood Drive	 	 	 	 	 	 	 	 	Fee	 	 
	16.15	BSP	 	1705
    Roswell Road	 	 	 	 	 	 	 	 	Fee	 	 
	17	Column
    Financial, Inc.	Ft.
    Washington Hospitality Partners, LLC	530
    West Pennsylvania Avenue	NAP	NAP	$98,171	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	18	BSP	8046
    Phillips Highway LLC; 1080 Falmouth LLC; 11119 LLC	Various	NAP	NAP	$87,039	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	18.01	BSP	 	8046
    Philips Highway	 	 	 	 	 	 	 	 	Fee	 	 
	18.02	BSP	 	1080
    Falmouth Road	 	 	 	 	 	 	 	 	Fee	 	 
	18.03	BSP	 	11119
    San Jose Boulevard	 	 	 	 	 	 	 	 	Fee	 	 
	19	Natixis	Post
    Road Realty LLC	260-300
    Boston Post Road	NAP	NAP	$57,488	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	20	Natixis	Azarian-Livingston
    Town Center LLC; Azarian LTC LLC	1100-8100
    Town Center Way	NAP	NAP	$73,988	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	21	Natixis	One
    Forest Drive, LLC	1
    Forest Parkway 	NAP	NAP	$69,253	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	22	BSP	FWI
    29 LLC	641
    Veterans Parkway South	NAP	NAP	$74,466	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	23	BSP	Valley
    View Business Center I LLC	6280
    South Valley View Boulevard	NAP	NAP	$68,565	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	24	BSP	Sabra
    Chamblee Heights, LLC	3255
    Chamblee Dunwoody Road	NAP	NAP	$61,861	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	25	Natixis	HH
    Marble Property LLC	4300
    Marble Hall Road	360	360	$61,946	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	26	Column
    Financial, Inc.	Plaza
    7-21, LLC	675
    East 2100 South	NAP	NAP	$49,713	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	27	Column
    Financial, Inc.	Spurs
    Realty, LLC	Various	NAP	NAP	$35,751	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	27.01	Column
    Financial, Inc.	 	918-920
    East 40th Street	 	 	 	 	 	 	 	 	Fee	 	 
	27.02	Column
    Financial, Inc.	 	305
    West 35th Street	 	 	 	 	 	 	 	 	Fee	 	 
	28	BSP	Bell
    Plaza Arizona LLC	17220
    North Boswell Boulevard & 10451 West Palmeras Drive	NAP	NAP	$39,147	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	29	BSP	GSNP
    Florida LLC	17301
    Dona Michelle Drive	NAP	NAP	$38,864	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	30	BSP	WAG
    Riverton LLC, CT Mexico LLC, MR Mexico LLC	Various	NAP	NAP	$25,387	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	30.01	BSP	 	845
    North Federal Boulevard	 	 	 	 	 	 	 	 	Fee	 	 
	30.02	BSP	 	101
    North Western Street	 	 	 	 	 	 	 	 	Fee	 	 
	31	BSP	Stevens
    I, L.L.C.; Stevens II, L.L.C.	9441-9445
    Stevens Road	NAP	NAP	$28,200	0.04500%	0.04000%	Actual/360	No	 	Fee	No	No
	32	BSP	Audubon
    Bridge City, L.L.C.	1433
    Utah Beach Street	NAP	NAP	$26,143	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trust
    Subordinate Companion Loan	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	Originator/Loan
    Seller	Mortgagor
    Name	Property
    Address	Companion
    Loan Amortiziation Term	Companion
    Loan Remaining Amortization Term for Balloon Loans	Monthly
    Payment	Servicing
    Fee Rate	Subservicing
    Fee	Accrual
    Type	ARD
    (Y/N)	Revised
    Rate (%)	Title
    Type	Crossed
    Collateralized Loan	Cross
    Defaulted Loan
	TS
    - 1	Natixis	85
    Broad Street Property Owner LLC; 85 Broad Street TRS LLC	85
    Broad Street	NAP	NAP	$224,658	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No





 




     


     

    

 


CSAIL
2017-C8

MORTGAGE LOAN SCHEDULE 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	Originator/Loan
    Seller	Mortgagor
    Name	Property
    Address	Guarantor	Letter
    of Credit	Upfront
    CapEx Reserve	Upfront
    Eng. Reserve	Upfront
    Envir. Reserve	Upfront
    TI/LC Reserve	Upfront
    RE Tax Reserve	Upfront
    Ins. Reserve	Upfront
    Debt Service Reserve	Upfront
    Other Reserve	Monthly
    Capex Reserve
	1
    (1)	Column
    Financial, Inc. / Natixis	85
    Broad Street Property Owner LLC; 85 Broad Street TRS LLC	85
    Broad Street	ICR
    US LP	No	$0	$0	$0	$0	$0	$0	$0	$8,741,590	Springing
	2	Natixis	245
    Park Avenue Property LLC	245
    Park Avenue	181
    West Madison Holding LLC	No	$47,738	$0	$0	$0	$0	$227,000	$0	$11,431,608	$47,738
	3	Natixis	Risingstar
    II LLC; Desert Sunrise LLC	410,
    420, and 430 North Mary Avenue	David
    Edelstein	No	$0	$18,375	$0	$0	$0	$0	$0	$0	$5,538
	4	Column
    Financial, Inc.	Newage
    Rancho Mirage II, LLC	68900
    Frank Sinatra Drive	Kam
    Sang Co., Inc.; Ronnie Lam	No	$0	$6,250	$625	$0	$0	$0	$0	$750,000	Greater
    of (a) one-twelfth (1/12th) of three percent (3%) of gross income from operations for the property over the trailing twelve
    (12) month period and (b) the amount required to be deposited into the reserve as defined in the management agreement (up
    to 5% of gross revenues)
	5	Column
    Financial, Inc.	Grand
    Ventures Eastlund Hotel LLC	1021
    Northeast Grand Avenue	Alan
    Battersby; Craig Schafer; Desmond Mollendor	No	$0	$0	$0	$0	$142,480	$91,765	$0	$0	(i)
    April 6, 2017 to February 6, 2018, 1/12 of 2% of gross income from Operations for the property over the trailing 12 month
    period; (ii) March 6, 2018 to February 6, 2019, 1/12 of 3% of gross income from operations for the property over the trailing
    12 month period; (iii) March 6, 2019 and thereafter, 1/12 of 4% of gross income from operations for the property over the
    trailing 12 month period
	6	Natixis	Urbansea
    Holding LLC	501
    Fairview Avenue North	Aby
    Rosen; Michael Fuchs; David Edelstein	No	$0	$0	$0	$7,955,593	$247,344	$54,438	$0	$100,144	Monthly:
    $2,464.95 commencing on the 37th payment date
	7	Natixis	1204
    Broadway DE LLC; 1212 Broadway DE LLC; 1214-1216 Broadway DE LLC	Various	Raizada
    S. Vaid	No	$0	$0	$0	$0	$400,000	$22,738	$0	$294,208	$980
	7.01	Natixis	 	1214-1216
    Broadway	 	 	 	 	 	 	 	 	 	 	 
	7.02	Natixis	 	1204
    Broadway	 	 	 	 	 	 	 	 	 	 	 
	7.03	Natixis	 	1212
    Broadway	 	 	 	 	 	 	 	 	 	 	 
	8	BSP	Patriot
    American Parkway, L.P.	1110
    American Parkway Northeast	Erik
    Kolar; Alan Werther; Michael Kolar; Geoffrey Gardner	No	$0	$0	$0	$800,000	$214,607	$101,597	$0	$136,780	$9,444
	9	BSP	Northridge
    07 A, LLC; Northridge 07 B, LLC; Northridge 07 C, LLC; Northridge 07 D, LLC	15254-15420
    West 119th Street	Alan
    C. Fox	Yes	$0	$478,500	$0	$0	$0	$0	$0	$400,426	$2,570
	10	Natixis	449
    S. Broadway Borrower, LLC	449
    South Broadway	Michael
    Fallas; The Michael Fallas Living Trust	No	$0	$0	$0	$0	$54,442	$25,467	$0	$0	Monthly:
    $564 related to commercial space, Monthly: $1,875 related to multifamily space
	11	BSP	DPC1
    LP	Various	Raymond
    Massa	No	$0	$33,500	$0	$2,000,000	$1,597,266	$71,885	$0	$536,395	$10,860
	11.01	BSP	 	5455-5475
    Rings Road	 	 	 	 	 	 	 	 	 	 	 
	11.02	BSP	 	5550
    & 5600 Blazer Parkway	 	 	 	 	 	 	 	 	 	 	 
	11.03	BSP	 	5515
    Parkcenter Circle	 	 	 	 	 	 	 	 	 	 	 
	11.04	BSP	 	5555
    Parkcenter Circle	 	 	 	 	 	 	 	 	 	 	 
	12	BSP	71
    Fifth Ground Lessor LLC	71
    Fifth Avenue	71
    Fifth, LLC	No	$0	$0	$0	$0	$0	$0	$0	$0	$0
	13	Natixis	Acropolis
    Gardens Realty Corp.	2105-2177
    33rd Street and 2106-2178 35th Street	Acropolis
    Gardens Realty Corp.	No	$0	$322,500	$0	$0	$295,949	$63,643	$0	$1,651,824	$13,596
	14	BSP	DC
    5-17 Fund, LLC	6315
    Bren Mar Drive	Evan
    Gentry	No	$0	$159,531	$0	$0	$297,821	$11,398	$0	$962,908	$3,457
	15	BSP	Harmon
    Square SPE LLC	4501
    and 4503 Paradise Road	Eli
    Applebaum, Gerald Barad	No	$27,187	$13,625	$0	$250,000	$16,621	$31,655	$0	$474,002	$388
	16	BSP	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	Alfons
    Melohn	No	$0	$987,776	$78,375	$0	$263,448	$210,417	$0	$0	$29,800
	16.01	BSP	 	2976
    Cascade Drive	 	 	 	 	 	 	 	 	 	 	 
	16.02	BSP	 	1184
    Fox Creek Lane	 	 	 	 	 	 	 	 	 	 	 
	16.03	BSP	 	80
    Emerson Avenue	 	 	 	 	 	 	 	 	 	 	 
	16.04	BSP	 	3326
    Michael Avenue	 	 	 	 	 	 	 	 	 	 	 
	16.05	BSP	 	4171
    Foxhaven Avenue Northwest	 	 	 	 	 	 	 	 	 	 	 
	16.06	BSP	 	5519-C
    Limaburg Road	 	 	 	 	 	 	 	 	 	 	 
	16.07	BSP	 	1632
    Laurel Bay Drive	 	 	 	 	 	 	 	 	 	 	 
	16.08	BSP	 	247
    Jackson Street	 	 	 	 	 	 	 	 	 	 	 
	16.09	BSP	 	3835
    Beth Anne Drive	 	 	 	 	 	 	 	 	 	 	 
	16.10	BSP	 	7701
    Hogans Run	 	 	 	 	 	 	 	 	 	 	 
	16.11	BSP	 	450
    Turney Road	 	 	 	 	 	 	 	 	 	 	 
	16.12	BSP	 	1481
    Bunchline Drive	 	 	 	 	 	 	 	 	 	 	 
	16.13	BSP	 	36
    Poston Road	 	 	 	 	 	 	 	 	 	 	 
	16.14	BSP	 	8611
    Meadowood Drive	 	 	 	 	 	 	 	 	 	 	 
	16.15	BSP	 	1705
    Roswell Road	 	 	 	 	 	 	 	 	 	 	 
	17	Column
    Financial, Inc.	Ft.
    Washington Hospitality Partners, LLC	530
    West Pennsylvania Avenue	Andrew
    Winn; Prakash Rajamani; Tejal Desai; Walter Levy	No	$20,705	$0	$0	$0	$125,627	$38,286	$0	$946,250	Greater
    of 1/12 of 4% times the annual rents and profits for the prior 12 month period and monthly amount required to be reserved
    pursuant to the franchise agreement for the replacement of FF&E but excluding amounts attributable to a PIP
	18	BSP	8046
    Phillips Highway LLC; 1080 Falmouth LLC; 11119 LLC	Various	Richard
    Kassis	No	$0	$8,250	$0	$0	$2,774	$8,108	$0	$0	$1,717
	18.01	BSP	 	8046
    Philips Highway	 	 	 	 	 	 	 	 	 	 	 
	18.02	BSP	 	1080
    Falmouth Road	 	 	 	 	 	 	 	 	 	 	 
	18.03	BSP	 	11119
    San Jose Boulevard	 	 	 	 	 	 	 	 	 	 	 
	19	Natixis	Post
    Road Realty LLC	260-300
    Boston Post Road	Joseph
    Simone	No	$0	$9,625	$0	$0	$105,320	$5,132	$0	$0	$1,191
	20	Natixis	Azarian-Livingston
    Town Center LLC; Azarian LTC LLC	1100-8100
    Town Center Way	John
    M. Azarian	No	$0	$11,925	$0	$240,431	$33,333	$23,032	$0	$0	$813
	21	Natixis	One
    Forest Drive, LLC	1
    Forest Parkway 	Itzhak
    Levi; David Fine	No	$0	$16,563	$0	$0	$56,175	$14,093	$0	$581,313	$1,376
	22	BSP	FWI
    29 LLC	641
    Veterans Parkway South	Thomas
    J. Cannon	No	$0	$0	$0	$284,600	$8,440	$24,657	$0	$0	$2,457
	23	BSP	Valley
    View Business Center I LLC	6280
    South Valley View Boulevard	Terrall
    C. York	No	$0	$0	$0	$275,000	$18,095	$15,633	$0	$0	$2,115
	24	BSP	Sabra
    Chamblee Heights, LLC	3255
    Chamblee Dunwoody Road	Gideon
    D. Levy	No	$200,000	$0	$0	$0	$79,697	$35,631	$0	$0	$3,542
	25	Natixis	HH
    Marble Property LLC	4300
    Marble Hall Road	Harmonia
    Hopkins LLC; Harmonia Capital USA, Inc.; Tong Gao	No	$0	$57,500	$0	$0	$524,479	$12,228	$0	$1,000,000	$9,263
	26	Column
    Financial, Inc.	Plaza
    7-21, LLC	675
    East 2100 South	The
    Kissel Company, Inc.; Steven F. Dahlberg	No	$0	$30,000	$0	$0	$69,412	$8,286	$0	$0	$1,676
	27	Column
    Financial, Inc.	Spurs
    Realty, LLC	Various	Brandon
    Cooper	No	$65,484	$33,100	$0	$0	$96,428	$6,899	$0	$0	$1,730
	27.01	Column
    Financial, Inc.	 	918-920
    East 40th Street	0	 	 	 	 	 	 	 	 	 	 
	27.02	Column
    Financial, Inc.	 	305
    West 35th Street	0	 	 	 	 	 	 	 	 	 	 
	28	BSP	Bell
    Plaza Arizona LLC	17220
    North Boswell Boulevard & 10451 West Palmeras Drive	Randy
    M. Hansen, Gregory Herzner	No	$0	$26,775	$0	$100,000	$41,400	$4,579	$0	$0	$1,644
	29	BSP	GSNP
    Florida LLC	17301
    Dona Michelle Drive	Darshit
    V. Patel	No	$0	$7,462	$0	$0	$39,741	$16,938	$0	$38,864	1/12
    of 4.0% of the greater of (i) gross revenues for the Property in the preceding calendar year or (ii) the projected gross revenues
    for the Property for the current calendar year according to the most recently submitted annual budget.
	30	BSP	WAG
    Riverton LLC, CT Mexico LLC, MR Mexico LLC	Various	Leonard
    Zigelbaum, Marc Ravner	No	$0	$0	$0	$0	$0	$0	$0	$0	Springing
	30.01	BSP	 	845
    North Federal Boulevard	 	 	 	 	 	 	 	 	 	 	 
	30.02	BSP	 	101
    North Western Street	 	 	 	 	 	 	 	 	 	 	 
	31	BSP	Stevens
    I, L.L.C.; Stevens II, L.L.C.	9441-9445
    Stevens Road	Michael
    Cayce Hand, Jeffrey Clifford Dunman	No	$0	$0	$0	$0	$25,133	$9,891	$0	$0	$626
	32	BSP	Audubon
    Bridge City, L.L.C.	1433
    Utah Beach Street	Andrew
    A. Schwarz	No	$250,000	$0	$0	$0	$19,526	$22,147	$0	$0	$3,037
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trust
    Subordinate Companion Loan	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	Originator/Loan
    Seller	Mortgagor
    Name	Property
    Address	Guarantor	Letter
    of Credit	Upfront
    CapEx Reserve	Upfront
    Eng. Reserve	Upfront
    Envir. Reserve	Upfront
    TI/LC Reserve	Upfront
    RE Tax Reserve	Upfront
    Ins. Reserve	Upfront
    Debt Service Reserve	Upfront
    Other Reserve	Monthly
    Capex Reserve
	TS
    - 1	Natixis	85
    Broad Street Property Owner LLC; 85 Broad Street TRS LLC	85
    Broad Street	ICR
    US LP	No	$0	$0	$0	$0	$0	$0	$0	$8,741,590	Springing


  




     


     

    

 


CSAIL
2017-C8

MORTGAGE LOAN SCHEDULE 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	Originator/Loan
    Seller	Mortgagor
    Name	Property
    Address	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
    (1)	Column
    Financial, Inc. / Natixis	85
    Broad Street Property Owner LLC; 85 Broad Street TRS LLC	85
    Broad Street	$0	Springing	Springing	Springing	$0	Springing	0	Springing	Office	Yes	6/5/2027
	2	Natixis	245
    Park Avenue Property LLC	245
    Park Avenue	$0	Monthly:
    $446,775 commencing with the payment date in May 2025 and on each payment date thereafter	$3,878,518	$113,500	$0	$0	0	Springing	Office	Yes	6/1/2027
	3	Natixis	Risingstar
    II LLC; Desert Sunrise LLC	410,
    420, and 430 North Mary Avenue	$0	$0	Springing	Springing	$0	$0	0	In
    Place	Office	Yes	3/6/2022
	4	Column
    Financial, Inc.	Newage
    Rancho Mirage II, LLC	68900
    Frank Sinatra Drive	$0	$0	$119,784	$22,159	$0	Springing	0	In-Place	Hotel	Yes	4/6/2022
	5	Column
    Financial, Inc.	Grand
    Ventures Eastlund Hotel LLC	1021
    Northeast Grand Avenue	$0	$0	$35,620	$10,196	$0	$0	0	Springing	Hotel	No	3/6/2027
	6	Natixis	Urbansea
    Holding LLC	501
    Fairview Avenue North	$0	$0	$61,836	$6,805	$0	$0	0	In
    Place	Office	Yes	2/6/2022
	7	Natixis	1204
    Broadway DE LLC; 1212 Broadway DE LLC; 1214-1216 Broadway DE LLC	Various	$0	$6,535	$102,322	$4,548	$0	$0	0	Springing	Various	Yes	12/5/2026
	7.01	Natixis	 	1214-1216
    Broadway	 	 	 	 	 	 	 	 	Mixed
    Use	 
	7.02	Natixis	 	1204
    Broadway	 	 	 	 	 	 	 	 	Mixed
    Use	 
	7.03	Natixis	 	1212
    Broadway	 	 	 	 	 	 	 	 	Retail	 	 
	8	BSP	Patriot
    American Parkway, L.P.	1110
    American Parkway Northeast	$0	$23,750	$71,536	$10,160	$0	$0	0	Springing	Office	Yes	5/6/2027
	9	BSP	Northridge
    07 A, LLC; Northridge 07 B, LLC; Northridge 07 C, LLC; Northridge 07 D, LLC	15254-15420
    West 119th Street	$0	$14,566	$92,732	Springing	$0	Springing	0	Springing	Retail	Yes	5/6/2027
	10	Natixis	449
    S. Broadway Borrower, LLC	449
    South Broadway	$0	$3,760	$13,611	Springing	$0	$0	0	Springing	Multifamily	Yes	6/5/2027
	11	BSP	DPC1
    LP	Various	$0	$48,870	$191,499	Springing	$0	Springing	0	Springing	Office	Yes	3/6/2027
	11.01	BSP	 	5455-5475
    Rings Road	 	 	 	 	 	 	 	 	Office	 	 
	11.02	BSP	 	5550
    & 5600 Blazer Parkway	 	 	 	 	 	 	 	 	Office	 	 
	11.03	BSP	 	5515
    Parkcenter Circle	 	 	 	 	 	 	 	 	Office	 	 
	11.04	BSP	 	5555
    Parkcenter Circle	 	 	 	 	 	 	 	 	Office	 	 
	12	BSP	71
    Fifth Ground Lessor LLC	71
    Fifth Avenue	$0	$0	Springing	Springing	$0	$0	0	Springing	Other	Yes	2/6/2032
	13	Natixis	Acropolis
    Gardens Realty Corp.	2105-2177
    33rd Street and 2106-2178 35th Street	$0	$0	$147,974	$31,821	$0	Springing	0	NAP	Multifamily	Yes	5/5/2027
	14	BSP	DC
    5-17 Fund, LLC	6315
    Bren Mar Drive	$0	$27,008	$42,546	$5,699	$0	Springing	0	In
    Place	Industrial	Yes	6/6/2027
	15	BSP	Harmon
    Square SPE LLC	4501
    and 4503 Paradise Road	$0	$3,621	$3,324	$3,957	$0	Springing	0	Springing	Retail	Yes	6/6/2027
	16	BSP	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	$0	$75,271	$21,042	$0	$0	0	Springing	Multifamily	Yes	6/6/2027
	16.01	BSP	 	2976
    Cascade Drive	 	 	 	 	 	 	 	 	Multifamily	 	 
	16.02	BSP	 	1184
    Fox Creek Lane	 	 	 	 	 	 	 	 	Multifamily	 	 
	16.03	BSP	 	80
    Emerson Avenue	 	 	 	 	 	 	 	 	Multifamily	 	 
	16.04	BSP	 	3326
    Michael Avenue	 	 	 	 	 	 	 	 	Multifamily	 	 
	16.05	BSP	 	4171
    Foxhaven Avenue Northwest	 	 	 	 	 	 	 	 	Multifamily	 	 
	16.06	BSP	 	5519-C
    Limaburg Road	 	 	 	 	 	 	 	 	Multifamily	 	 
	16.07	BSP	 	1632
    Laurel Bay Drive	 	 	 	 	 	 	 	 	Multifamily	 	 
	16.08	BSP	 	247
    Jackson Street	 	 	 	 	 	 	 	 	Multifamily	 	 
	16.09	BSP	 	3835
    Beth Anne Drive	 	 	 	 	 	 	 	 	Multifamily	 	 
	16.10	BSP	 	7701
    Hogans Run	 	 	 	 	 	 	 	 	Multifamily	 	 
	16.11	BSP	 	450
    Turney Road	 	 	 	 	 	 	 	 	Multifamily	 	 
	16.12	BSP	 	1481
    Bunchline Drive	 	 	 	 	 	 	 	 	Multifamily	 	 
	16.13	BSP	 	36
    Poston Road	 	 	 	 	 	 	 	 	Multifamily	 	 
	16.14	BSP	 	8611
    Meadowood Drive	 	 	 	 	 	 	 	 	Multifamily	 	 
	16.15	BSP	 	1705
    Roswell Road	 	 	 	 	 	 	 	 	Multifamily	 	 
	17	Column
    Financial, Inc.	Ft.
    Washington Hospitality Partners, LLC	530
    West Pennsylvania Avenue	$0	$0	$19,445	$10,704	$0	Springing	0	Springing	Hotel	Yes	6/6/2027
	18	BSP	8046
    Phillips Highway LLC; 1080 Falmouth LLC; 11119 LLC	Various	$0	$5,722	$1,387	$2,027	$0	Springing	0	In
    Place	Retail	Yes	5/6/2027
	18.01	BSP	 	8046
    Philips Highway	 	 	 	 	 	 	 	 	Retail	 	 
	18.02	BSP	 	1080
    Falmouth Road	 	 	 	 	 	 	 	 	Retail	 	 
	18.03	BSP	 	11119
    San Jose Boulevard	 	 	 	 	 	 	 	 	Retail	 	 
	19	Natixis	Post
    Road Realty LLC	260-300
    Boston Post Road	$0	$4,961	$17,859	Springing	$0	Springing	0	Springing	Retail	Yes	6/5/2027
	20	Natixis	Azarian-Livingston
    Town Center LLC; Azarian LTC LLC	1100-8100
    Town Center Way	$0	$5,421	$33,333	Springing	$0	$0	0	Springing	Retail	Yes	5/5/2027
	21	Natixis	One
    Forest Drive, LLC	1
    Forest Parkway 	$0	$0	$11,235	$2,349	$0	Springing	0	Springing	Office	Yes	5/5/2027
	22	BSP	FWI
    29 LLC	641
    Veterans Parkway South	$0	$8,191	$2,110	$2,055	$0	Springing	0	Springing	Retail	Yes	3/6/2027
	23	BSP	Valley
    View Business Center I LLC	6280
    South Valley View Boulevard	$0	$7,930	$6,032	$2,233	$0	$0	0	Springing	Industrial	Yes	1/6/2027
	24	BSP	Sabra
    Chamblee Heights, LLC	3255
    Chamblee Dunwoody Road	$0	$0	$13,283	$3,563	$0	$0	0	NAP	Multifamily	Yes	4/6/2027
	25	Natixis	HH
    Marble Property LLC	4300
    Marble Hall Road	$0	$364	$52,804	$12,228	$0	Springing	0	Springing	Multifamily	Yes	6/5/2027
	26	Column
    Financial, Inc.	Plaza
    7-21, LLC	675
    East 2100 South	$0	$11,557	$13,882	$1,184	$0	Springing	5	Springing	Mixed
    Use	Yes	4/1/2027
	27	Column
    Financial, Inc.	Spurs
    Realty, LLC	Various	$0	$0	$16,071	Springing	$0	$0	5	Springing	Multifamily	Yes	6/1/2027
	27.01	Column
    Financial, Inc.	 	918-920
    East 40th Street	 	 	 	 	 	 	 	 	Multifamily	 	 
	27.02	Column
    Financial, Inc.	 	305
    West 35th Street	 	 	 	 	 	 	 	 	Multifamily	 	 
	28	BSP	Bell
    Plaza Arizona LLC	17220
    North Boswell Boulevard & 10451 West Palmeras Drive	$0	$8,218	$8,280	$1,526	$0	$0	0	Springing	Office	Yes	1/6/2027
	29	BSP	GSNP
    Florida LLC	17301
    Dona Michelle Drive	$0	$0	$4,968	$3,388	$0	Springing	0	Springing	Hotel	Yes	6/6/2027
	30	BSP	WAG
    Riverton LLC, CT Mexico LLC, MR Mexico LLC	Various	$0	Springing	Springing	Springing	$0	Springing	0	Springing	Retail	Yes	4/6/2027
	30.01	BSP	 	845
    North Federal Boulevard	 	 	 	 	 	 	 	 	Retail	 	 
	30.02	BSP	 	101
    North Western Street	 	 	 	 	 	 	 	 	Retail	 	 
	31	BSP	Stevens
    I, L.L.C.; Stevens II, L.L.C.	9441-9445
    Stevens Road	$0	$3,131	$8,378	$780	$0	Springing	0	Springing	Office	Yes	2/6/2027
	32	BSP	Audubon
    Bridge City, L.L.C.	1433
    Utah Beach Street	$0	$0	$3,254	$7,382	$0	$0	0	NAP	Multifamily	Yes	6/6/2027
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trust
    Subordinate Companion Loan	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	Originator/Loan
    Seller	Mortgagor
    Name	Property
    Address	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	85
    Broad Street Property Owner LLC; 85 Broad Street TRS LLC	85
    Broad Street	$0	Springing	Springing	Springing	$0	Springing	0	Springing	Office	Yes	6/5/2027


 




     


     

    

 






 


EXHIBIT
C


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 


Wells
Fargo Bank, National Association

as Certificate Administrator 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services – CSAIL 2017-C8


 


Credit
Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	Transfer
                                         of CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
                                         Series 2017-C8



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, Midland Loan Services, a Division of PNC Bank, National Association, 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-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-C8 (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



 








 




 


*
Purchaser must include one of the following two certifications.


 






     Exhibit C-1


     

    

 


			Securities
                                         Act of 1933, as amended (the “Securities Act”) or any entity in which
                                         all of the equity owners come within such paragraphs and has such knowledge and experience
                                         in financial and business matters as to be capable of evaluating the 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 85BD-A,
Class 85BD-B or Class 85BD-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 85 Broad Street Loan-Specific Certificates, the Preliminary Loan-Specific
Offering Circular and the Final Loan-Specific Offering Circular) and the agreements and other materials referred to therein and
has had the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated
by the Prospectus.


 


4.       The
Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered
or qualified under the Securities


 






     Exhibit C-2


     

    

 


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 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


 





 




 


**
Each Purchaser must include one of the two alternative certifications.


 


***
Does not apply to a transfer of Class R Certificates. 


 






     Exhibit C-3


     

    

 


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:
Certificate Transfer Services – CSAIL 2017-C8


 


		Re:	CSAIL
                                         2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-C8 (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of June
                                         1, 2017, by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
                                         Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo Bank, National
                                         Association, as Certificate Administrator, Wilmington Trust, National Association, as
                                         Trustee, Midland Loan Services, a Division of PNC Bank, National Association, 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” and (iii) “85 Broad Street 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


 






     Exhibit D-1-1


     

    

 


nominee
of, or with a view to the transfer of direct or indirect record or beneficial ownership thereof, to a Disqualified Organization.
For the purposes hereof, a “Disqualified Organization” is any of the following: (i) the United States, any
State or political subdivision thereof, any possession of the United States or any agency or instrumentality of any of the foregoing
(other than an instrumentality which is a corporation if all of its activities are subject to tax and, 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;


 






     Exhibit D-1-2


     

    

 


(ii)     the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)    the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 





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.


 






     Exhibit D-1-3


     

    

 


11.    The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 


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 – CSAIL 2017-C8


 


		Re:	CSAIL
                                         2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-C8 (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 June 1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial
Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer and Certificate Administrator,
Wilmington Trust, National Association, as Trustee, Midland Loan Services, a Division of PNC Bank, National Association, 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 85 broad street 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 – CSAIL 2017-C8


 


Credit
Suisse Commercial Mortgage Securities Corp. 


11
Madison Avenue 


New
York, New York 10010 


Attention:
Chuck Lee 


 


		Re:	CSAIL
                                         2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-C8 (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of June
                                         1, 2017, by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
                                         Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo Bank, National
                                         Association, as Certificate Administrator, Wilmington Trust, National Association, as
                                         Trustee, Midland Loan Services, a Division of PNC Bank, National Association, 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][85 Broad Street 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][85 Broad Street 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 will not consummate any such



 






     Exhibit D-3-1


     

    

 


			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][85 Broad Street 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, Natixis
                                         Securities Americas LLC or HSBC Securities (USA) Inc.



 


		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][85 Broad Street
                                         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][85 Broad
                                         Street 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.], dated and effective as of June [29], 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][Section [__]] 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][85 Broad Street 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 [VRR Interest][85 Broad Street 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 – CSAIL 2017-C8


 


Credit
Suisse Commercial Mortgage Securities Corp.


11
Madison Avenue 


New
York, New York 10010 


Attention:
Chuck Lee 


 


		Re:	CSAIL
                                         2017-C8 Mortgage Trust, Commercial Mortgage Pass-Through 

                                         Certificates,
                                         Series 2017-C8 (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][85 Broad Street VRR Interest]. The
Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Pooling and
Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, Midland Loan Services, a Division of PNC Bank, National Association, 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][85 Broad Street 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



 






     Exhibit D-4-1


     

    

 





			Sections
                                         I and III of PTCE 95-60 will be effected through Credit Suisse Securities (USA) LLC,
                                         Natixis Securities Americas LLC, or HSBC Securities (USC) Inc.


 


		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.], dated and effective as of June [29], 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 [Sections [3 and 6]][Sections [____]] 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 – CSAIL 2017-C8


 


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-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-C8 (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of June
                                         1, 2017, by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
                                         Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo Bank, National
                                         Association, as Certificate Administrator, Wilmington Trust, National Association, as
                                         Trustee, Midland Loan Services, a Division of PNC Bank, National Association, as Special
                                         Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and
                                         as Operating Advisor



 


[_____]
(the “Purchaser”) hereby certifies, represents and warrants to each of the addressees hereto:


 


		1.	The
                                         Purchaser is acquiring (the “Transfer”) $[_____] aggregate Certificate
                                         Balance of the Class [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.



 






     Exhibit D-5-1


     

    

 


		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 or an Affiliate thereof.



 


		5.	Check
                                         one of the following:



 


☐           The Purchaser certifies, represents and warrants to each of the addressees hereto that:


 


		A.	It
                                         is a “majority-owned affiliate”, as such term is defined in the Credit Risk
                                         Retention Rules, of the Transferor (a “Majority-owned Affiliate”).



 


		B.	It
                                         is not acquiring the HRR Certificates as a nominee, trustee or agent for any person that
                                         is not a Majority-owned Affiliate, and that for so long as it retains its interest in
                                         the HRR Certificates, it will remain a Majority-owned Affiliate.



 


		C.	It
                                         will deliver a joinder agreement substantially in the form attached to the Risk Retention
                                         Agreement pursuant to which it has agreed to be bound by the terms of the Risk Retention
                                         Agreement to the same extent as if it was the Transferor itself.



 


☐            The Transfer will occur on and after the fifth anniversary of the Closing Date, and
the Purchaser certifies, represents and warrants to each of the addressees hereto that:


 


		A.	It
                                         will execute and deliver to the Sponsor a new credit risk retention agreement in accordance
                                         with the Risk Retention Agreement.



 


		B.	If
                                         required by the 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.


 






     Exhibit D-5-2


     

    

 


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:


 


CONSENT
TO TRANSFER:


 


RETAINING
SPONSOR  





	 	 
	By: 
	Name:
	Title:
	Email:


 






     Exhibit D-5-3


     

    

 


EXHIBIT
D-6


 


FORM
OF TRANSFEROR CERTIFICATE FOR TRANSFERS 

OF HRR CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Wells
Fargo Center 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services – CSAIL 2017-C8 


  


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-C8 Mortgage Trust, Commercial Mortgage Pass-Through 

                                                                                Certificates,
                                         Series 2017-C8 (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 June 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, Midland Loan Services, a Division of PNC Bank, National Association, 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



 






     Exhibit D-6-1


     

    

 





			acquisition
                                         of the HRR Certificates and (b) the acquisition of the HRR Certificates will be effected
                                         through Credit Suisse Securities (USA) LLC or an Affiliate thereof.


 


		3.	Check
                                         one of the following:



 


☐          The
Transferor certifies, represents and warrants to you that:


 


		A.	The
                                         Transferee is a “majority-owned affiliate”, as such term is defined in the
                                         Credit Risk Retention Rules, of the Transferor (a “Majority-owned Affiliate”).



 


		B.	The
                                         Transferor has satisfied all of the conditions under the Risk Retention Agreement applicable
                                         to transfers by the Transferor to a Majority-owned Affiliate.



 


☐            The Transfer will occur on and after
the fifth anniversary of the Closing Date, and the Transferor certifies, represents and warrants to you that:


 


		A.	The
                                         Transferor has satisfied all of the conditions under the Risk Retention Agreement applicable
                                         to transfers by the Transferor to subsequent Third Party Purchasers.



 


☐            The Transfer will occur after the termination
of the Transfer Restriction Period.


 


		4.	The
                                         Transferor certifies, represents and warrants to you that the Transferor has provided
                                         notice of the Transfer to the Retaining Sponsor and [check one of the following]:



 


☐          The Retaining Sponsor has consented to the Transfer, a
copy of which is attached hereto.


 


☐          At least ten (10) Business Days have passed since the
Retaining Sponsor’s receipt of such written notice, and the Sponsor has not responded to the Transferor.


 


		5.	The
                                         Transferor understands that the Transferee has delivered to you a Transferee Certificate
                                         in the form attached to the Pooling and Servicing Agreement as Exhibit D-5. The
                                         Transferor does not know or believe that any representation contained therein is false.



 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 






     Exhibit D-6-2


     

    




	 	 	 
	 	[TRANSFEROR]
     
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


CONSENT
TO TRANSFER:


 


RETAINING
SPONSOR  





	 	 
	By: 
	Name:
	Title:
	Email:


 






     Exhibit D-6-3


     

    

 


EXHIBIT
D-7


 


FORM
OF REQUEST OF RETAINING SPONSOR CONSENT FOR RELEASE OF THE HRR CERTIFICATES


 


[Date]


TO
BE SENT BY ELECTRONIC MAIL TO THE CERTIFICATE ADMINISTRATOR BY THIRD PARTY PURCHASER 


Wells
Fargo Bank, National Association 


9062
Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Risk Retention Custody – CSAIL 2017-C8 


Email:
RiskRetentionCustody@wellsfargo.com


 


TO
BE SENT BY ELECTRONIC MAIL TO THE RETAINING SPONSOR BY WELLS FARGO 


 


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-C8, Commercial Mortgage Pass-Through Certificates, Series 2017-C8 (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 June 1, 2017 (the “Pooling and
Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, Midland Loan Services, a Division of PNC Bank, National Association, 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:	9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Document Custody Group CSAIL 2017-C8 

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-C8 Commercial
    Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-C8


 


The
undersigned [Master Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian
(the “Custodian”) on behalf of Wilmington Trust, National Association, as trustee (the “Trustee”),
for the Holders of CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-C8, 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 June 1, 2017, by and among Credit
Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Midland Loan Services,
a Division of PNC Bank, National Association, 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 – CSAIL 2017-C8


 


Credit
Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee





 


		Re:	Transfer
                                         of CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
                                         Series 2017-C8



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US$[___] aggregate Certificate Balance in the CSAIL 2017-C8
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-C8, Class [E][F][NR] Certificates issued
pursuant to that certain Pooling and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
Midland Loan Services, a Division of PNC Bank, National Association, 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 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 AND CLASS V2 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 – CSAIL 2017-C8


 


[Transferor] 


[______] 


[______] 


Attention:
[______]


 


		Re:	CSAIL
                                         2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-C8



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [US$[___] aggregate Certificate Balance][[__]% Percentage
Interest] in the CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-C8, Class
[R][Z][V1-E][V2] Certificates (the “Class [R][Z][V1-E][V2] Certificate”) issued pursuant to that certain Pooling
and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit
Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Midland Loan Services,
a Division of PNC Bank, National Association, 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][V2] Certificate, the Purchaser
is not an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended
(the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that is subject to
any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar
Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a
Plan (including any entity whose underlying assets include Plan assets by reason of investment in







 






     Exhibit F-2-1


     

    

 


 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][V2] 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 “Wilmington Trust, National Association,
as Trustee for the registered holders of CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2017-C8” (the “Assignee”), having an office at 1100 North Market Street, Wilmington, Delaware
19890, Attn: CMBS Trustee CSAIL 2017-C8, 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 – CSAIL 2017-C8


 


		Re:	CSAIL
                                         2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-C8, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, and Park Bridge Lender Services LLC,
as Asset Representations Reviewer and as Operating Advisor. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that: 





 


 



 


*       Select
appropriate depository. 


 






     Exhibit I-1


     

    

 


(1)         the
offer of the Certificates was not made to a person in the United States; 


 


[(2)        at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)        the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)         no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)         the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 





We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and [the Initial Purchaser][the
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 – CSAIL 2017-C8


 


		Re:	CSAIL
                                         2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-C8, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
Midland Loan Services, a Division of PNC Bank, National Association, 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 Purchaser][the
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 – CSAIL 2017-C8


 


		Re:	CSAIL
                                         2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-C8, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, and Park Bridge Lender Services LLC,
as Asset Representations Reviewer and as Operating Advisor. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository in the
name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer
of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933,
as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the
Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion,
and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of


 





 



 


*      Select
appropriate depository.


 






     Exhibit K-1


     

    

 


Rule
144A and in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction. 


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and [the Initial Purchaser][the
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 – CSAIL 2017-C8


 


		Re:	CSAIL
                                         2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-C8, Class [__]



 





Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, and Park Bridge Lender Services LLC,
as Asset Representations Reviewer and as Operating Advisor. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.


 


[For
purposes of acquiring a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration
of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class
specified above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate
of the Class specified above issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined
by Regulation S under the Securities Act of 1933, as amended.


 


We
undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification
relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such
date.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are


 




 



 


*       Select,
as applicable.


 






     Exhibit L-1


     

    

 


commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this
certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and [the Initial Purchaser][the 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 – CSAIL 2017-C8


 


		Re:	CSAIL
                                         2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-C8, Class [__]



 





Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
Midland Loan Services, a Division of PNC Bank, National Association, 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 Purchaser][the
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 – CSAIL 2017-C8


 


		Re:	CSAIL
                                         2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-C8, Class [__]



 





Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
Midland Loan Services, a Division of PNC Bank, National Association, 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 Purchaser][the
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 – CSAIL 2017-C8


 


		Re:	CSAIL
                                         2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-C8, Class [__]



 





Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, and Park Bridge Lender Services LLC,
as Asset Representations Reviewer and as Operating Advisor. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a
beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933,
as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the
Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion,
and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction. 





 






     Exhibit O-1


     

    

 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and [the Initial Purchaser][the
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

CSAIL 2017-C8 Commercial Mortgage Securities Trust


Email: trustadministrationgroup@wellsfargo.com;


     cts.cmbs.bond.admin@wellsfargo.com




 


		Re:	CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2017-C8



 


In accordance with
the Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Pooling and Servicing Agreement”), by and
among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Midland
Loan Services, a Division of PNC Bank, National Association, 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


  






    Exhibit P-1A-1 


     

    

 


“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 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 Purchaser, 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.


 






    Exhibit P-1A-2 


     

    

 





	 	[Certificateholder][Beneficial
Owner][Prospective Purchaser][Companion Holder][Risk Retention Consultation Party]
	 	 	 
	 	By:	 
			Title:
	 	 	Company:
	 	 	Phone:


 






    Exhibit P-1A-3 


     

    

 


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]


 


	
        Wilmington Trust, National
        Association,

        

        1100 North Market Street,

        

        Wilmington, Delaware 19890

        

        Attention: CMBS Trustee CSAIL
        2017-C8

        

        Email: CMBSTrustee@wilmingtontrust.com

        

         
	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services

        CSAIL 2017-C8 Commercial Mortgage Securities Trust

        

        Email: trustadministrationgroup@wellsfargo.com

             cts.cmbs.bond.admin@wellsfargo.com

        

	 	 
	
        Park Bridge Lender Services
        LLC

        

        600 Third Avenue, 40th
        Floor

        

        New York, New York 10016

        

        Attention: CSAIL 2017-C8-Surveillance
        Manager

        

        Email: cmbs.notices@parkbridgefinancial.com

         
	
        Wells Fargo Bank, National Association

        

        Commercial Mortgage Servicing

        

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

        

        Charlotte, NC 28202

        

        Attention: CSAIL 2017-C8 Asset Manager

        

        E-mail: commercial.servicing@wellsfargo.com

        

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

        

        10851 Mastin Street, Suite 700

        

        Overland Park, Kansas 66210

        

        Attention: Executive Vice President – Division Head

        
	
	 	 


CSAIL 2017-C8
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-C8


 


In accordance with
the Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Pooling and Servicing Agreement”), by and
among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Midland
Loan Services, a Division of PNC Bank, National Association, 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 Purchaser, 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

CSAIL 2017-C8 Commercial Mortgage Securities Trust


Email: trustadministrationgroup@wellsfargo.com;


     cts.cmbs.bond.admin@wellsfargo.com




 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1050-084, 401 S. Tryon Street, 8th Floor


Charlotte, North Carolina 28202

Attention: CSAIL 2017-C8 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


CSAIL 2017-C8
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-C8


 


In accordance with
the Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Pooling and Servicing Agreement”), by and
among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Midland
Loan Services, a Division of PNC Bank, National Association, 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.


 






    Exhibit P-1B-1 


     

    

 


4.       The
undersigned is a Borrower Party.


 


5.       The
undersigned is requesting access to the Distribution Date Statements pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the Distribution
Date Statements confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Distribution Date Statements will not, without the prior written consent of the
Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives
(collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however,
that the obligations of the undersigned to keep any such Distribution Date Statements confidential shall expire one year following
the date that the undersigned receives such Distribution Date Statements (with respect to a prospective purchaser only) or is no
longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Distribution Date Statements in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchaser, 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.


 






    Exhibit P-1B-2 


     

    

 





	 	[Borrower Party]
	 	 	 
	 	By:	 
			Title:
	 	 	Company:
	 	 	Phone:


 






    Exhibit P-1B-3 


     

    

  


EXHIBIT
P-1D


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING HOLDER, THE DIRECTING CERTIFICATEHOLDER and/or a Controlling Class
Certificateholder)


 


[Date]


 


	
        Wilmington Trust, National
        Association,

        

        1100 North Market Street,

        

        Wilmington, Delaware 19890

        

        Attention: CMBS Trustee CSAIL
        2017-C8

        

        Email: CMBSTrustee@wilmingtontrust.com

        

         
	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services

        CSAIL 2017-C8 Commercial Mortgage Securities Trust

        

        Email: trustadministrationgroup@wellsfargo.com

             cts.cmbs.bond.admin@wellsfargo.com

        

	 	 
	
        Park Bridge Lender Services
        LLC

        

        600 Third Avenue, 40th
        Floor

        

        New York, New York 10016

        

        Attention: CSAIL 2017-C8-Surveillance
        Manager

        

        Email: cmbs.notices@parkbridgefinancial.com

         
	
        Wells Fargo Bank, National Association

        

        Commercial Mortgage Servicing

        

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

        

        Charlotte, NC 28202

        

        Attention: CSAIL 2017-C8 Asset Manager

        

        E-mail: commercial.servicing@wellsfargo.com

        

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

        

        10851 Mastin Street, Suite 700

        

        Overland Park, Kansas 66210

        

        Attention: Executive Vice President – Division
Head 
	


 


		Re:	CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2017-C8



 


In accordance with
the Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Pooling and Servicing Agreement”), by and
among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wilmington Trust, National Association,
as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset
Representations


 






    Exhibit P-1D-1 


     

    

 


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 Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s


 






    Exhibit P-1D-2 


     

    

 


Website
or otherwise receives access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to
the Pooling and Servicing Agreement.


 


7.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


8.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


9.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


10.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above
[(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


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


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 






    Exhibit P-1D-3 


     

    

 





	 	[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]





 





	
        Wilmington Trust, National Association,

        

        1100 North Market Street,

        

        Wilmington, Delaware 19890

        

        Attention: CMBS Trustee CSAIL 2017-C8

        

        Email: CMBSTrustee@wilmingtontrust.com

        

         
	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services

        CSAIL 2017-C8 Commercial Mortgage Securities Trust

        

        Email: trustadministrationgroup@wellsfargo.com

             cts.cmbs.bond.admin@wellsfargo.com

        

	 	 
	
        Park Bridge Lender Services LLC

        

        600 Third Avenue, 40th Floor

        

        New York, New York 10016

        

        Attention: CSAIL 2017-C8-Surveillance Manager

        

        Email: cmbs.notices@parkbridgefinancial.com

         
	
        Wells Fargo Bank, National Association

        

        Commercial Mortgage Servicing

        

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

        

        Charlotte, NC 28202

        

        Attention: CSAIL 2017-C8 Asset Manager

        

        E-mail: commercial.servicing@wellsfargo.com

        

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

        

        10851 Mastin Street, Suite 700

        

        Overland Park, Kansas 66210

        

        Attention: Executive Vice President – Division Head

        
	


  


		Re:	CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2017-C8



 


THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE CSAIL
2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-C8 REQUIRING ACTION BY YOU
AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE POOLING AND SERVICING AGREEMENT.


 


In accordance with
Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 






    Exhibit P-1E-1 


     

    

 


1.       The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If applicable] For
the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.] The
undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


3.       As
of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information
to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things,
the Certificate Administrator’s determination as to whether a Consultation Termination Event or Control Termination Event
is in effect with respect to the Excluded Controlling Class Mortgage Loans listed in paragraph 2 if any such mortgage loan is an
Excluded Loan:


 


	CUSIP	Class	Outstanding Certificate Balance	Initial Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    Exhibit P-1E-2 


     

    

 


4.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website 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.


 






    Exhibit P-1E-3 


     

    

 


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 Purchaser, 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 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


 






    Exhibit P-1E-4 


     

    

 


to
any Excluded Information. The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information
relating to the [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and
until it has (i) delivered notice of the termination of the related Excluded Controlling Class Holder status and (ii) submitted
a new investor certification in accordance with Section 3.13(b) of the Pooling and Servicing Agreement.


 


11.     The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
listed in Paragraph 2 above.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Directing Certificateholder][Holder
of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
			Name:

Title:


 





Dated: _______


 


cc: Credit Suisse Commercial Mortgage Securities Corp.


 






    Exhibit P-1E-5 


     

    

  


EXHIBIT
P-1F


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER TO


CERTIFICATE ADMINISTRATOR


 


[Date]


 


	Via:
Email

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services

CSAIL 2017-C8 Commercial Mortgage Securities Trust








	Telecopy
Number: (410) 715-2380

trustadministrationgroup@wellsfargo.com;

cts.cmbs.bond.admin@wellsfargo.com




 


		Re:	CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2017-C8



 


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)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    Exhibit P-1F-1 


     

    

 


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-C8 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.


 


	 	[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.


 






    Exhibit P-1F-2 


     

    

  





	WELLS FARGO BANK, NATIONAL ASSOCIATION, Certificate Administrator	 
	 	 
	 	 
	Name:	 
	Title:	 



 






    Exhibit P-1F-3 


     

    

  


EXHIBIT
P-1G


 


Form
of Certification of the Directing Certificateholder


 


[Date]


 


	
        Wilmington Trust, National
        Association,

        

        1100 North Market Street,

        

        Wilmington, Delaware 19890

        

        Attention: CMBS Trustee CSAIL
        2017-C8

        

        Email: CMBSTrustee@wilmingtontrust.com

        

         
	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services

        CSAIL 2017-C8 Commercial Mortgage Securities Trust

        

        Email: trustadministrationgroup@wellsfargo.com

             cts.cmbs.bond.admin@wellsfargo.com

        

	 	 
	
        Park Bridge Lender Services
        LLC

        

        600 Third Avenue, 40th
        Floor

        

        New York, New York 10016

        

        Attention: CSAIL 2017-C8-Surveillance
        Manager

        

        Email: cmbs.notices@parkbridgefinancial.com

         
	
        Wells Fargo Bank, National Association

        

        Commercial Mortgage Servicing

        

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

        

        Charlotte, NC 28202

        

        Attention: CSAIL 2017-C8 Asset Manager

        

        E-mail: commercial.servicing@wellsfargo.com

        

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

        

        10851 Mastin Street, Suite 700

        

        Overland Park, Kansas 66210

        

        Attention: Executive Vice President – Division Head

        
	


 


		Re:	CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2017-C8



 


In accordance with
Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Directing Certificateholder.


 


2.       The
undersigned is not a Borrower Party.


 


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver
the certification attached as Exhibit


 






    Exhibit P-1G-1 


     

    

 


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]


 


	
        Wilmington Trust, National
        Association,

        

        1100 North Market Street,

        

        Wilmington, Delaware 19890

        

        Attention: CMBS Trustee CSAIL
        2017-C8

        

        Email: CMBSTrustee@wilmingtontrust.com

        

         
	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services

        CSAIL 2017-C8 Commercial Mortgage Securities Trust

        

        Email: trustadministrationgroup@wellsfargo.com


            cts.cmbs.bond.admin@wellsfargo.com

        

	 	 
	
        Park Bridge Lender Services
        LLC

        

        600 Third Avenue, 40th
        Floor

        

        New York, New York 10016

        

        Attention: CSAIL 2017-C8-Surveillance
        Manager

        

        Email: cmbs.notices@parkbridgefinancial.com

         
	
        Wells Fargo Bank, National Association

        

        Commercial Mortgage Servicing

        

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

        

        Charlotte, NC 28202

        

        Attention: CSAIL 2017-C8 Asset Manager

        

        E-mail: commercial.servicing@wellsfargo.com

        

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

        

        10851 Mastin Street, Suite 700

        

        Overland Park, Kansas 66210

        

        Attention: Executive Vice President – Division
Head 
	


 


		Re:	CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2017-C8



 


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.


 


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


 






    Exhibit P-1H-1 


     

    

 


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





CSAIL 2017-C8 Commercial Mortgage Trust


 


		Attention:	CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2017-C8 ____________________



 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2017 (the
“Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Wilmington Trust, National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate
Administrator, and Park Bridge Lender Services LLC, as 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



 






    Exhibit P-2-1 


     

    

 


		3.	Agrees that any confidentiality agreement applicable to the undersigned with respect to information
obtained from the Depositor’s 17g-5 website shall also be applicable to information obtained from the 17g-5 Information Provider’s
Website.



 


The undersigned shall be deemed to have
recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s Website and
the 17g-5 Information Provider’s Website.


 


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


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall 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-C8 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2017-C8 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2017
(the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as
Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer, Wilmington Trust, National Association, as Trustee, Wells Fargo Bank, National Association, as
Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor and
the assets underlying or referenced by the Certificates, including the identity of, and financial information with respect to borrowers,
sponsors, guarantors, managers and lessees with respect to such assets (together, the “Collateral”) to you (the
“NRSRO”) through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider under
the Pooling and Servicing Agreement, including the [section of the 17g-5 Information Provider’s website that hosts the Depositor’s
17g-5 website after the Closing Date (as defined in the Pooling and Servicing Agreement]. Information provided by each Furnishing
Entity is labeled as provided by the specific Furnishing Entity.





Definition of Confidential Information.
For purposes of this Confidentiality Agreement, the term “Confidential Information” shall include the following
information (irrespective of its source or form of communication, including information obtained by you through access to this
site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance or monitoring of a rating
with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements, legal documents
and other information (such information, the “Evaluation Material”) and (y)  any of the terms, conditions
or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the status thereof;
provided, however, that the term Confidential Information shall not include information which:





was or becomes generally
available to the public (including through filing with the Securities and Exchange Commission or disclosure in an offering document)
other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i) below) in violation
of this Confidentiality Agreement;





was or is lawfully obtained
by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably believed by you to be under
no obligation to maintain the information as confidential and (ii) provides it to you without any obligation to maintain the
information as confidential; or is independently developed by the NRSRO without reference to any Confidential Information.





Information to Be Held in Confidence.





You will use the Confidential
Information solely for the purpose of determining or monitoring a credit rating on the Certificates and, to the extent that any
information used is derived from but does not reveal any Confidential Information, for benchmarking, modeling or research purposes
(the “Intended Purpose”).


 






    Exhibit P-2-3 


     

    

 


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 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


 






    Exhibit P-2-4 


     

    

 


only such information as you are legally required to disclose, at the sole expense of the relevant
Furnishing Entity.





Obligation to Return Evaluation Material.
Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material or documents, including copies thereof,
that contain Evaluation Material will be destroyed or, in your sole discretion, returned to the relevant Furnishing Entity. Notwithstanding
the foregoing, (a) the NRSRO may retain one or more copies of any document or other material containing Evaluation Material
to the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s internal policies and procedures
designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain any portion of the Evaluation Material that
may be found in backup tapes or other archive or electronic media or other documents prepared by the NRSRO and any Evaluation Material
obtained in an oral communication; provided, that any Evaluation Material so retained by the NRSRO will remain subject to
this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.





Violations of this Confidentiality
Agreement. The NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or any
NRSRO Representative.





You agree promptly to advise each relevant
Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use by any person of the Confidential Information
which may come to your attention and to take all steps reasonably requested by such Furnishing Entity to limit, stop or otherwise
remedy such misappropriation, or unauthorized disclosure or use.





You acknowledge and agree that the Furnishing
Entities would not have an adequate remedy at law and would be irreparably harmed in the event that any of the provisions of this
Confidentiality Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly
agreed that each Furnishing Entity shall be entitled to specific performance and injunctive relief to prevent breaches of this
Confidentiality Agreement and to specifically enforce the terms and provisions hereof, in addition to any other remedy to which
a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed that no failure to or delay in exercising
any right, power or privilege hereunder shall preclude any other or further exercise of any right, power or privilege.





Term. Notwithstanding
the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided a credit rating
on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.





Governing Law. This
Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the relationships
of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed
in 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


 






    Exhibit P-2-5 


     

    

 


Confidentiality
Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding acceptance by you of the terms
hereof by entry into this website.


 


Contact Information. Notices for
each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


Credit Suisse Securities (USA) LLC

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee

Email: chuck.lee@credit-suisse.com


 








	 	[NRSRO]
	 	 
	 	By: 	
	 	 	Name:
Title:



 





 


 






    Exhibit P-2-6 


     

    

 


EXHIBIT
P-3


 


ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road





Columbia, Maryland 21045





Attention: Corporate Trust Services





CSAIL 2017-C8 Commercial Mortgage Trust


 


		Attention:	CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2017-C8 ____________________



 


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 June 1, 2017 (the
“Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, 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 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-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-C8



 


Ladies and Gentlemen:


 


In accordance with Section
2.02 of the Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wilmington Trust, National
Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, and Park Bridge Lender Services
LLC, as 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 the 85 Broad Street Trust Subordinate Companion
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan or the 85 Broad Street 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 the 85 Broad Street 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 the 85 Broad Street 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 


     

    

 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Custodian
	 	 	 
	 	By:	 
			Name:

Title:


 


 






    Exhibit Q-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





9 West 57th Street, Suite 4920





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



Moody’s Investors Service, Inc.





7 World Trade Center





New York, New York 10007





Attention: Commercial Mortgage Surveillance Group





Fax number: (212) 553-0300


 


Fitch Ratings, Inc.





33 Whitehall Street





New York, New York 10004





Attention: Commercial Mortgage Surveillance Group





Facsimile No.: (212) 635-0295





E-mail: info.cmbs@fitchratings.com


 


DBRS, Inc.





333 West Wacker Drive, Suite 1800





Attention: Commercial Mortgage Surveillance





Facsimile No.: (312) 332-3492





Email: cmbs.surveillance@dbrs.com





 


Kroll Bond Rating Agency, Inc.


 






    Exhibit Q-3 


     

    

 





845 Third Avenue, 4th Floor





New York, New York 10022





Attention: CMBS Surveillance





Email: cmbssurveillance@kbra.com


 


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

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

Charlotte, NC 28202


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045


 


Eightfold Real Estate Capital, L.P.

1111 Lincoln Road, Suite 802

Miami Beach, Florida 33139

Attention: Brian Tageson

Email: btageson@eightfold.com


 






    Exhibit Q-4 


     

    

 


EXHIBIT
R-1


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


 


RECORDING REQUESTED BY:


 


Wells Fargo Bank, National Association





Commercial Mortgage Servicing





MAC D1050-084





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





Charlotte, NC 28202





Attention: CSAIL 2017-C8 Asset Manager





Telecopy Number: (704) 715-0036





E-mail: commercial.servicing@wellsfargo.com


 





 






SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington Trust, National
Association, a national banking association, incorporated and existing under the laws of the United States, having its usual place
of business at 1100 North Market Street, Wilmington, Delaware 19890, as trustee (the “Trustee”), pursuant to
that Pooling and Servicing Agreement dated as of June 1, 2017 (the “Agreement”), by and among Credit Suisse
Commercial Mortgage Securities Corp., as the depositor, Wells Fargo Bank, National Association, as Master Servicer (in such capacity,
the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer,
Wells Fargo Bank, National Association, as certificate administrator, the Trustee and Park Bridge Lender Services LLC, as operating
advisor and as asset representations reviewer, hereby constitutes and appoints the Master Servicer, by and through the Master Servicer’s
officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s
benefit, in connection with all mortgage loans and the 85 Broad Street Trust Subordinate Companion Loan (the “Mortgage
Loans”) serviced by the Master Servicer and all properties (“Mortgaged Properties”) administered by
the Master Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily
and reasonably necessary and appropriate to effectuate the enumerated transactions described in items 1 through 12 below with respect
to the Mortgage Loans and Mortgaged Properties; provided, however, that the documents described below may only be
executed and delivered by such Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized terms
used herein and not otherwise defined herein have the meanings set forth in the Agreement.


 


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and draw upon, replace, substitute, release or amend 



  






    Exhibit R-1-1 


     

    

 


letters
of credit standing as collateral securing any Mortgage Loan.


 


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



 


		3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company of a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.



 


		4.	The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real
estate owned, or conveyance of title to real estate owned.




 


		5.	The completion of loan assumption agreements.




 


		6.	The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured
thereby, including, without limitation, cancellation of the related Mortgage Note.




 


		7.	The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the Mortgage
Loan secured and evidenced thereby.




 


		8.	The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with
the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.




 


		9.	The full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust,
and in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure,
or the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure,
the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation
or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy
proceedings, including, without limitation, any and all of the following acts:




 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and the deed of trust;




 


		b.	the preparation and issuance of statements of breach or non-performance;




 


		c.	the preparation and filing of notices of default and/or notices of sale;




 






    Exhibit R-1-2 


     

    

 


		d.	the cancellation/rescission of notices of default and/or notices of sale;




 


		e.	the taking of deed in lieu of foreclosure;




 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage
Notes, Mortgages or deeds of trust;




 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction
actions or proceedings;




 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but
not limited to appearing on behalf of the Trustee in quiet title actions; and




 


		i.	the preparation and execution of such other documents and performance of such other actions as may be necessary under the terms
of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs 9.a. through 9.h. above.



 


		10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:



 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase
same;




 


		d.	escrow instructions; and




 


		e.	any and all documents necessary to effect the transfer of property.




 


		11.	The modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement
of personal property.




 


		12.	The execution and delivery of the following:




 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien
created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related Mortgaged Property
and other related collateral;



 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full
defeasance, and all other comparable instruments; and



 






    Exhibit R-1-3 


     

    

 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests
in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine
financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds
of insurance policies or condemnation awards to the restoration of the related Mortgaged Property or otherwise, documents relating
to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties (including agreements
and requests by any borrower with respect to modifications of the standards of operation and management of such Mortgaged Properties
or the replacement of asset managers), documents exercising any or all of the rights, powers and privileges granted or provided
to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance and attornment
agreements or other leasing or rental arrangements, any easements, covenants, conditions, restrictions, equitable servitudes, or
land use or zoning requirements with respect to the Mortgaged Properties, instruments relating to the custody of any collateral
that now secures or hereafter may secure any Mortgage Loan and any other consents.



 


The undersigned gives said Attorney-in-Fact full power and authority
to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power
or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do, and hereby does ratify
and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.


 


This appointment is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to,
and it is not to be construed as a general power of attorney.


 


Solely to the extent that the Master Servicer has the power
to delegate its rights or obligations under the Agreement, the Master Servicer also has the power to delegate the authority given
to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes of performing its
obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for such
purpose. The Master Servicer’s attorneys-in-fact shall have no greater authority than that held by the Master Servicer.


 


Nothing contained herein shall: (i) limit in any manner any
indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the Trustee
under the Agreement, or (iii) be construed to grant the Master Servicer the power to initiate or defend any suit, litigation or
proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein. If the Master Servicer
receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association, then the Master Servicer
shall promptly forward a copy of same to the Trustee.


 






    Exhibit R-1-4 


     

    

 


This limited power of attorney is not intended to extend the
powers granted to the Master Servicer under the Agreement or to allow the Master Servicer to take any action with respect to Mortgages,
deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The Master Servicer hereby agrees to indemnify and hold the
Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by reason
or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the Master Servicer. The foregoing
indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal
of the Trustee under the Agreement.


 


This Limited Power of Attorney is entered into and shall be
governed by the laws of the State of New York, without regard to conflicts of law principles of such state.


 


Third parties without actual notice may rely upon the exercise
of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney shall continue
in full force and effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned.


 


IN WITNESS WHEREOF, Wilmington Trust, National Association,
as Trustee for CSAIL 2017-C8 Commercial Mortgage Securities Trust Commercial Mortgage Pass-Through Certificates, Series 2017-C8
has caused its corporate seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a
duly elected and authorized signatory this ___________ day of ____________.








	 	 	 	 
	 	Wilmington Trust, National Association,
as Trustee for CSAIL 2017-C8 Commercial Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series
2017-C8	 
	 	 	 	 
		By:	 	 
	 	 		Name:

Title:	 
	 	 	 	 	 
	 	Prepared by:	 
	 	 	 	 
	 	 	 	 
	 	 	 	Name:	 





 


	Witness:	 
	 	 
	 	 



 






    Exhibit R-1-5 


     

    

 


	 	 
	Witness:	 
	 	 
	 	 



 






    Exhibit R-1-6 


     

    

 





State of Delaware}





County of ____}


 


On _______________________, before me, ______________________________Notary
Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person
whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity
and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.


 


I certify under PENALTY OF
PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and official
seal.


 





	 	 
	 	Notary Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 



 






    Exhibit R-1-7 


     

    




 








	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 R-1-8 


     

    

  


EXHIBIT R-2


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER


 


RECORDING REQUESTED BY:





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





10851 Mastin Street





Overland Park, Kansas 66210





Attention: Executive Vice President – Division Head





Telecopy Number: 1-888-706-3565


 





 






SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington Trust, National
Association, a national banking association, incorporated and existing under the laws of the United States, having its usual place
of business at 1100 North Market Street, Wilmington, Delaware 19890, as trustee (the “Trustee”) pursuant to
that Pooling and Servicing Agreement dated as of June 1, 2017 (the “Agreement”), by
and among Credit Suisse Commercial Mortgage Securities Corp., as the depositor, Wells Fargo Bank, National Association, as Master
Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer (in such capacity, the “Special
Servicer”), Wells Fargo Bank, National Association, as certificate administrator, the Trustee and Park Bridge Lender
Services LLC, as operating advisor and as asset representations reviewer, hereby constitutes and appoints the Special Servicer,
by and through the Special Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s
name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans and the 85 Broad Street Trust
Subordinate Companion Loan (the “Mortgage Loans”) serviced by the Special Servicer and all properties (“Mortgaged
Properties”) administered by the Special Servicer pursuant to the Agreement, to execute and acknowledge in writing or
by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions
described in items 1 through 12 below with respect to the Mortgage Loans and Mortgaged Properties; provided, however,
that the documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents are required
or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in
the Agreement.


 


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and to draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.



 


		2.	The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the
purpose of correcting such Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct
title errors discovered after such



 






    Exhibit R-2-1 


     

    

 


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


 


		3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.



 


		4.	The conveyance of any property to the mortgage insurer, or the closing of title to any mortgaged property (a “Mortgaged
Property”) to be acquired as REO Property, or conveyance of title to any REO Property.



 


		5.	The completion of loan assumption agreements and transfers of interest in borrower entities.



 


		6.	The full satisfaction/release of a Mortgage or full conveyance upon payment and discharge of all sums secured thereby, including,
without limitation, cancellation of the related promissory note.



 


		7.	The assignment of any Mortgage and the related promissory note and other loan documents, in connection with the purchase or
repurchase of the Mortgage Loan secured and evidenced thereby.



 


		8.	The full assignment of a Mortgage upon payment and discharge of all sums secured thereby in conjunction with the refinancing
thereof, including, without limitation, the assignment of the related promissory note and other loan documents.



 


		9.	The full enforcement of and preservation of the Trustee’s interests in any Mortgage or the related promissory note, and
in the proceeds thereof, by way of, including but not limited to, taking title to any Mortgaged Property on behalf of the Trust,
foreclosure, the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial foreclosure and/or any
related litigation, including without limitation, guaranty or receivership litigation, or litigation on the note, or the termination,
cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions or proceedings
with respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, the initiation or
defense of any litigation related to the ownership of any REO Property, and the pursuit of title insurance, hazard insurance and
claims in bankruptcy proceedings, including, without limitation, any and all of the following acts:



 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and such deed of trust;



 


		b.	the preparation and issuance of statements of breach or non-performance;



 


		c.	the preparation and filing of notices of default and/or notices of sale;



 






    Exhibit R-2-2 


     

    

 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the filing, prosecution and defense of claims, and the appearance on behalf of the Trustee, in bankruptcy cases affecting any
Mortgage or the related promissory note;



 


		f.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction
actions or proceedings;



 


		g.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but
not limited to appearing on behalf of the Trustee in quiet title actions;



 


		h.	the creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property; and



 


		i.	the preparation and execution of such other documents and the performance of such other actions as may be necessary under the
terms of the Mortgage or state law to expeditiously complete said transactions in paragraphs 9.a. through 9.h. above.



 


		10.	With respect to the sale of property acquired through a foreclosure or deed-in-lieu of foreclosure, including, without limitation,
the execution of the following documentation:



 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase same;



 


		d.	escrow instructions; and






 


		e.	any and all documents necessary to effect the transfer of property.



 


		11.	The modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement
of personal property.



 


		12.	Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee, solely in its
capacity as Trustee, in litigation and to resolve such litigation, provided that such resolution shall not include any admission
of fault or wrongdoing by the Trustee or, without the Trustee’s consent, subject the Trustee to any form of injunctive relief.



 


		13.	The execution and delivery of the following:



 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien
created by the Mortgage or other security 



 






    Exhibit R-2-3 


     

    

 


document
in the related Mortgage File or the related Mortgaged Property and other related collateral;


 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full
defeasance, and all other comparable instruments;



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests
in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine
financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds
of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property or otherwise, documents
relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties (including
agreements and requests by any borrower with respect to modifications of the standards of operation and management of such Mortgaged
Properties or the replacement of asset managers) or REO Properties, documents exercising any or all of the rights, powers and privileges
granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance
and attornment agreements or other leasing or rental arrangements, management agreements, any easements, covenants, conditions,
restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or REO Properties,
instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other
consents; and



 


		d.	any and all documents, instruments and certifications as are reasonably necessary to complete or accomplish the Special Servicer’s
duties and responsibilities under the Agreement.



 


The undersigned gives said Attorney-in-Fact
full power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to
carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could
do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.


 


This appointment is to be construed and
interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to,
nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent that the Special Servicer
has the power to delegate its rights or obligations under the Agreement, the Special Servicer also has the power to delegate the
authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes
of performing its obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are
necessary for such purpose. The Special Servicer’s attorneys-in-fact shall have no greater authority than that held by the Special
Servicer.


  






    Exhibit R-2-4 


     

    

 


Nothing contained herein shall: (i) limit
in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections
afforded the Trustee under the Agreement, or (iii) be construed to grant the Special Servicer the power to initiate or defend any
suit, litigation or proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein
or in the Agreement. If the Special Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington Trust,
National Association (solely in its capacity as Trustee), then the Special Servicer shall promptly forward a copy of same to the
Trustee.


 


This limited power of attorney is not intended
to extend or limit the powers granted to the Special Servicer under the Agreement or to allow the Special Servicer to take any
action with respect to Mortgages, deeds of trust or the related promissory notes not authorized by the Agreement.


 


The Special Servicer hereby agrees to indemnify
and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred
by the Trustee by reason or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the
Special Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or
the earlier resignation or removal of the Trustee under the Agreement.


 


This Limited Power of Attorney is entered
into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles of such state.


 


IN WITNESS WHEREOF, Wilmington Trust, National
Association, as Trustee for CSAIL 2017-C8 Commercial Mortgage Securities Trust Commercial Mortgage Pass-Through Certificates, Series
2017-C8, has caused its corporate seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf
by a duly elected and authorized signatory this ___________ day of ____________.


 








	 	 	 	 
	Wilmington Trust, National Association, as Trustee for CSAIL 2017-C8 Commercial Mortgage Securities Trust Commercial Mortgage Pass-Through Certificates, Series 2017-C8	 
	 	 	 	 
		By:	 	 
	 	 		Name:

Title:	 



 


	Prepared by:	 	 
		 	 
	 		Name:
 	 



 





	Witness:	 
	 	 
	 	 



 






    Exhibit R-2-5 


     

    

 








	Witness:	 
	 	 
	 	 








CORPORATE ACKNOWLEDGMENT


 


State of Delaware}





County of ____}


 


On _______________________, before me,
______________________________Notary Public, personally appeared ___________________________, who proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed
the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf
of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and official
seal.


  





	 	Notary Public



 


	[SEAL]	 
	 	 
	My commission expires:	 
	 	 
	 	 



 






    Exhibit R-2-6 


     

    

 







 


EXHIBIT
S


 


INITIAL COMPANION HOLDERS 





 


	Loan	Companion Holder
	85 Broad Street	
        NOTE A-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: Real Estate Administration

        Email:

        USCIBSAFAssetManagementTeam@us.natixis.com

         

        NOTE B-A

         

        Natixis, New York Branch


Notice Address:


Natixis, New York Branch

1251 Avenue of the Americas

New York, New York 10020

Attention: Real Estate Administration


Facsimile: (212) 891–5777


NOTE B-B


Natixis, New York Branch


Notice Address:


Natixis, New York Branch

1251 Avenue of the Americas

New York, New York 10020

Attention: Real Estate Administration






         

        




 






    Exhibit S-1


     


    

 


	 	Facsimile: (212) 891–5777




	Apple Sunnyvale	
        NOTE A-2

         

        Wilmington Trust, National Association, for the holders of UBS
        Commercial Mortgage Trust 2017-C1, Commercial Mortgage Pass-Through Certificates, Series 2017-C1

         

        Notice Address:

         

        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee WFCM 2016-NXS6

        with a copy to:

        CMBSTrustee@wilmingtontrust.com

        Facsimile No.: (302) 636-4140

         

        NOTE B: 

         

        Koramco US Debt Strategy Private Real Estate Investment Trust
        No. 3

         

        Notice Address:

        


Koramco US Debt Strategy Private Real Estate Investment Trust No. 3


120, Tongil-Ro, Jung-Gu


Seoul 04517, Republic of Korea






	Urban Union Amazon	
        NOTE A-2

         

        Deutsche Bank Trust Company Americas for the holders of Citigroup
        Commercial Mortgage Trust 2017-P7, Commercial Mortgage Pass-Through Certificates, Series 2017-P7

         

        Notice Address:

         

        Deutsche Bank Trust Company Americas

        1761 East St. Andrew Place

        Santa Ana, California 92705-4934

        Attention: Trust Administration—CGCMT 2017-P7

         

        NOTE B

         

        Hangang US Real Estate Fund No. 1, Hangang US Real Estate Fund
No. 1-1 and Hangang US Real Estate Fund No. 1-2, collectively.




 






    Exhibit S-2


     


    

 


	 	Notice
Address:

                                                                                                       


Hangang US Real Estate Fund No. 1


c/o Hangang Asset Management Company


650 Fifth Avenue, Suite 1400


New York, NY 10019


Attn: Thomas Yoo


 


with a copy to:


 


Hangang Asset Management


6Fl. Two IFC,


10 Gukjegeumyung-ro


Youngdeungpo-gu


Seoul 150-876 Korea


Attn: James Yoohoon Jeon






	Broadway Portfolio	
        NOTE A-2

         

        Deutsche Bank Trust Company Americas for the holders of Citigroup
        Commercial Mortgage Trust 2017-P7, Commercial Mortgage Pass-Through Certificates, Series 2017-P7

         

        Notice Address:

         

        Deutsche Bank Trust Company Americas

        1761 East St. Andrew Place

Santa Ana, California 92705-4934

Attention: Trust Administration—CGCMT 2017-P7

	St. Luke’s Office	
        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

        with a copy to:

        Cadwalader, Wickersham & Taft LLP

        200 Liberty Street

        New York, New York 10281

        Attention: Jeffrey Rotblat

	Columbus Office Portfolio I	
        NOTE A-2

         

        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

        with a copy to:




 






    Exhibit S-3


     


    

 


	 	Cadwalader,
Wickersham & Taft LLP

                                                                                200
Liberty Street

        New York, New York 10281

        Attention: Jeffrey Rotblat

	Acropolis Garden	
        NOTE A-1

         

        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

        Email:

        USCIBSAFAssetManagementTeam@us.natixis.com

	Alexandria Corporate Park	
        NOTE A-2

         

        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

        with a copy to:

        Cadwalader, Wickersham & Taft LLP

        200 Liberty Street

        New York, New York 10281

        Attention: Jeffrey Rotblat

	Garden Multifamily Portfolio	
        NOTE A-1, A-3, A-4, 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

        with a copy to:

        Cadwalader, Wickersham & Taft LLP

        200 Liberty Street




 






    Exhibit S-4


     


    

 


	 	New
York, New York 10281

        Attention: Jeffrey Rotblat

	Marble Hall Gardens	
        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

        Email:

        USCIBSAFAssetManagementTeam@us.natixis.com






 






    Exhibit S-5


     


    

 


EXHIBIT
T


 


FORM OF NOTICE RELATING TO THE NON-SERVICED
MORTGAGE LOAN


 


[Date]


 


[NON-SERVICED MORTGAGE LOAN PARTIES]


[ADDRESSES]


 


VIA FACSIMILE


 


		Re:	CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2017-C8



 


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 June 1, 2017 (the “CSAIL 2017-C8 Pooling
Agreement”) by and among Credit Suisse Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National
Association, as Master Servicer (in such capacity, the “[NON-SERVICED WHOLE LOAN] Mortgage Loan Master Servicer”),
Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Wells Fargo Bank, National Association,
as Certificate Administrator (in such capacity, the “Certificate Administrator”), Wilmington Trust, National
Association, as Trustee (the “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-C8 Pooling Agreement) under the [NON-SERVICED
WHOLE LOAN] Intercreditor Agreement (as defined in the CSAIL 2017-C8 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-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2017-C8
	 	 	 
		By:	 
	 	 	Name:

Title:


 




    Exhibit T-2


     


    

 


EXHIBIT
U


 


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	Moody’s Investors Service, Inc.

7 World Trade Center

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

Fax number: (212) 553-0300



 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


DBRS, Inc.

333 West Wacker Drive, Suite 1800

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492

Email: cmbs.surveillance@dbrs.com


 


Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Email: cmbssurveillance@kbra.com






 


		From:	Wells Fargo Bank, National Association, in its capacity as Master Servicer under the Pooling and Servicing Agreement dated
as of June 1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank,
National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.



 


		Date:	_________, 20___



 






    Exhibit U-1


     


    

 


		Re:	CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-C8



[Mortgage Loan (the “Mortgage Loan”)][85 Broad Street Trust Subordinate Companion Loan (the “85 Broad
Street 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][85 Broad
Street Trust Subordinate Companion Loan], of the type checked below:


 


____    a full defeasance of the
entire principal balance of the [Mortgage Loan][85 Broad Street Trust Subordinate Companion Loan]; or


 


____    a partial defeasance of
a portion of the principal balance of the [Mortgage Loan][85 Broad Street 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][85 Broad Street 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 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


 



    Exhibit U-2


     


    

 


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][85 Broad Street 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][85 Broad Street 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][85 Broad Street 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 defeasance and the securities account and all fees
and expenses of maintaining the existence of the Defeasance Obligor.


 






    Exhibit U-3


     


    

 


(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][85 Broad Street 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][85 Broad
Street 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.





	 	 	 
	 	Wells Fargo bank, national association
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit U-5


     


    

 


EXHIBIT
V


 


FORM OF OPERATING ADVISOR ANNUAL REPORT1


 


Report Date: After the occurrence and during the continuance
of a Control Termination Event, this report will be delivered annually no later than [INSERT DATE], pursuant to the terms and conditions
of the Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Pooling and Servicing Agreement”), among Credit
Suisse Commercial Mortgage Securities Corp., as the depositor, Wells Fargo Bank, National Association, as the master servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as the special servicer, Wells Fargo Bank, National Association,
as the certificate administrator, Wilmington Trust, National Association, as the trustee and Park Bridge Lender Services LLC, as
the operating advisor and the asset representations reviewer.

Transaction: CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C8

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer: Midland Loan Services, a Division of PNC Bank, National Association

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.	[●] non-Specially Serviced 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


 





 



 


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.


 






    V-1


     


    

 


compliance with the Servicing Standard with respect to its performance of its duties under the PSA during the
prior calendar year on a “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]



 


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 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 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 and Appraisal Reduction Amount calculations is limited to the mathematical accuracy of the calculations and
the corresponding application of the non-discretionary portions of the applicable formulas, and as such, does not take into account
the reasonableness of the discretionary portions of such formulas.



 


	III.	Specific Items of Review



 


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



 


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



 


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



 






    V-2


     


    

 


		4.	The Operating Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical
calculations and the corresponding application of the non-discretionary portions of the applicable formulas required to be utilized
in connection with any Appraisal Reduction Amount or net present value calculations used in the special servicer’s determination
of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan prior to the utilization
by the Special Servicer.



 


		a.	The Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable
non-discretionary portions of the formula] required to be utilized for such calculation.



 


		b.	After consultation with the special servicer to resolve any inaccuracy in the mathematical calculations or the application
of the non-discretionary portions of the related formula in arriving at those mathematical calculations, such inaccuracy [has been/
has not been] resolved.



 


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



 


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



 


		IV.	Qualifications 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.	Other than the receipt of 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 authority to speak with the Directing Holder 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 



 






    V-3


     


    

 


has no responsibility or authority to alter the standards set forth therein or the
actions of the Special Servicer.


 


		5.	Confidentiality and other contractual limitations limit the Operating Advisor’s ability to outline the details or substance
of any communication held between it and the Special Servicer regarding any Specially Serviced Loans and certain information it
reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all
the relevant information that the Operating Advisor is given access to by the Special Servicer.



 


		6.	There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Loans. These include,
but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Operating Advisor
does not participate in any discussions regarding such actions. As such, Operating Advisor has not assessed the Special Servicer’s
operational compliance with respect to those types of actions.



 


		7.	The Operating Advisor is not empowered to speak with any investors directly. If the investors have questions regarding this
report, they should address such questions to the Certificate Administrator through the Certificate Administrator’s website.



 


		8.	This report does not constitute recommendations to buy, sell or hold any security, nor does the Operating Advisor take into
account market prices of securities or financial markets generally when performing its limited review of the Special Servicer as
described above. The Operating Advisor does not have a fiduciary relationship with any Certificateholder or any other party or
individual. Nothing is intended to or should be construed as creating a fiduciary relationship between the Operating Advisor and
any Certificateholder, party or individual.



 


Terms used but not defined herein have
the meaning set forth in the Pooling and Servicing Agreement.


 




    V-4


     


    

 


EXHIBIT
W


 


Form
of Notice from Operating Advisor Recommending Replacement of Special Servicer


 


Wilmington Trust, National Association

   as Trustee

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee CSAIL 2017-C8






 


Wells Fargo Bank, National Association

   as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Corporate Trust
Services


CSAIL 2017-C8 Commercial Mortgage
Trust


 


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


10851 Mastin Street, Suite 700


Overland Park, Kansas 66210


 


Attention: Executive Vice President – Division Head


 


		Re:	CSAIL 2017-C8 Commercial Mortgage
                                         Trust, Commercial Mortgage Pass Through Certificates, Series 2017-C8, 

                                         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 June 1, 2017 (the “Pooling and Servicing
Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor, on behalf of the holders of CSAIL 2017-C8 Commercial
Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-C8 (the “Certificates”) regarding
the replacement of the Special Servicer. Capitalized terms used and not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.


 


Based upon our review
of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.23 of the Pooling
and Servicing Agreement, it is


 



    Exhibit W-1


     


    

 


our assessment that Midland Loan Services, a Division of PNC Bank, National Association, in its
current capacity as Special Servicer, is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance
with the Servicing Standard]. The following factors support our assessment: [________].


 


Based upon such assessment,
we further hereby recommend that Midland Loan Services, a Division of PNC Bank, National Association be removed as Special Servicer
and that [________] be appointed its successor in such capacity.





	 	 	 	 
	 	Very truly yours,
	 	 
	 	[The Operating Advisor]
	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:





 


Dated:


 




    Exhibit W-2


     


    

 


EXHIBIT
X


 


Form
of CONFIDENTIALITY Agreement


 


Wells Fargo Bank, National Association

401 S. Tryon Street, 8th Floor

Charlotte, NC 28202

Attention: CSAIL 2017-C8 Asset Manager

Email: commercial.servicing@wellsfargo.com




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


10851 Mastin Street, Suite 700


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head


 


		Re:	Access to Certain Information Regarding CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2017-C8



 


Ladies and Gentlemen:


 


Reference is hereby made to that certain
Pooling and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing Agreement”), among the
Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Asset Representations
Reviewer and as Operating Advisor. Defined terms used herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement.


 


Wells Fargo Bank, National Association
(“Wells Fargo”)/Midland Loan Services, a Division of PNC Bank, National Association (“Midland”)
understands that [____] (the “Company”) is requesting certain confidential or non-public information relating
to the Mortgage Loans and the 85 Broad Street Trust Subordinate Companion Loan to which the Company has continuing rights as a
Certificateholder. The Company is requesting such information for the purpose of analyzing asset performance and evaluating any
continuing rights the Company may have under the Trust (the “Permitted Purpose”). The Company agrees that the
Permitted Purpose shall not include the use or disclosure of the Confidential Information (as defined below) in any manner that
violates any applicable law, the Pooling and Servicing Agreement or the related mortgage loan documents.


 


Wells Fargo/Midland will provide the Company
with certain confidential, non-public servicing information (the “Confidential Information”) pertaining to the
Mortgage Loans and the 85 Broad Street Trust Subordinate Companion Loan and the related Mortgaged Properties and borrowers. The
Company acknowledges that the Confidential Information (a) includes or may be based upon information provided to Wells Fargo/Midland
by third parties, (b) may not have


 



    Exhibit X-1


     


    

 


[_____] [__], 20[__] 

Page 2


 


been verified by Wells Fargo/Midland, and (c) may be incomplete or contain inaccuracies.
The Company agrees that Wells Fargo/Midland, the [“Master Servicer”/”Special Servicer”] (as
defined in the Pooling and Servicing Agreement) and their respective Representatives (as defined below) shall not have any liability
to the Company or its Representatives resulting from (x) any inaccuracies or omissions in the Confidential Information, (y) any
use of the Confidential Information, or (z) Wells Fargo/Midland’s failure or inability to provide the Confidential Information
to the Company for any reason. Notwithstanding the foregoing, the following will not constitute “Confidential Information”
for purposes of this letter agreement: (a) information that was already in Company’s possession prior to its receipt
from Wells Fargo/Midland; (b) information that is obtained by Company from a third person who, insofar as is known to Company,
is not prohibited from transmitting the information to Company by a contractual, legal or fiduciary obligation to Wells Fargo/Midland;
(c) information that is or becomes publicly available through no fault of Company; and (d) information that is independently
developed by Company. The term “Representatives” with respect to any entity shall mean the officers, directors, general
partners, employees, agents, affiliates, auditors and legal counsel (which may be internal counsel) of that entity.


 


The Company may have access to the Confidential
Information through (at Wells Fargo/Midland’s election): (i) responses to reasonable written inquiries received from
the Company, (ii) conference calls conducted on a reasonably scheduled basis with Wells Fargo/Midland’s surveillance
group, or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____] system or
any successor or replacement system (“System”). Wells Fargo/Midland may cease or defer providing the Company
with Confidential Information in the event that (a) the Company or its Representatives violate any provision hereof, or (b) Wells
Fargo/Midland determines (in its sole discretion) that such termination is necessary for any reason, including its determination
that such action is required pursuant to the terms of the Pooling and Servicing Agreement, the related Mortgage Loan documents,
or any applicable law. Wells Fargo/Midland shall cease to provide the Company with Confidential Information if Wells Fargo/Midland
has actual knowledge that the Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents and
Wells Fargo/Midland determines that the provision, notice or access to such Confidential Information would violate the accepted
servicing practices or servicing standards as defined in the Pooling and Servicing Agreement. The Company’s obligations and
the restrictions applicable to the protection of the Confidential Information hereunder shall survive the termination of the Company’s
access to the Confidential Information. Wells Fargo/Midland’s remedies hereunder, at law or at equity, are cumulative and
may be combined.


 


The Company agrees that it will not, and
it shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any other person
or entity, other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need
to know the information, or as otherwise required by applicable law, court order or any governmental agency or regulator. The Company
acknowledges (i) its obligations under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential
Information by it or its Representatives for any purpose other than a Permitted Purpose, in addition to being a breach of this
letter agreement, may constitute a violation of federal and state securities laws. The Company will take reasonable measures to
ensure that each Representative is advised of this letter agreement and agrees to keep the Confidential Information confidential.
The Company


 



    Exhibit X-2


     


    

 


[_____] [__], 20[__] 

Page 3


 


shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding the foregoing, the
Company may subsequently provide all or any part of such Confidential Information to any other person or entity that holds or is
contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms such ownership interest
or prospective ownership interest and provided that, prior to the delivery of such Confidential Information, such persons
shall have executed and delivered to the Company an agreement that is substantially similar in form and substance to this Agreement.


 


This letter agreement shall be governed
by and construed in accordance with the laws of the State of New York without the application of conflict of laws principles. Anything
herein to the contrary notwithstanding, Wells Fargo/Midland intends at all times to comply with the terms and provisions of the
Pooling and Servicing Agreement and nothing in this letter agreement should be construed to limit or qualify any of Wells Fargo/Midland’s
rights or obligations under the Pooling and Servicing Agreement. This letter agreement may be executed in counterparts and by facsimile/Portable
Document Format (PDF); each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall
constitute one agreement.


 


This agreement shall terminate with respect
to the information received by the Company one year after the Company receives such information or ceases to be a Certificateholder.
Company agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding confidentiality
of Confidential Information agreed to in connection with accessing the System whether agreed to in accessing the System before
or after signing this letter agreement.


 




    Exhibit X-3


     


    

 


Please have an authorized signatory countersign
in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set forth herein.





	 	 	 
	 	Very truly yours,
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	MIDLAND LOAN
SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


CONFIRMED AND AGREED TO:


 


[COMPANY NAME]


 





	By:	 	 
	 	Name:	 
	 	Title:	 


  




    Exhibit X-4


     


    

 


EXHIBIT
Y


 


FORM CERTIFICATION TO BE PROVIDED WITH
FORM 10-K


 


CERTIFICATION






 


I, [identifying the certifying
individual], certify that:


 


		1.	          I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in
respect of the period covered by this report on Form 10-K of the CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass
Through Certificates, Series 2017-C8 (the “Exchange Act periodic reports”);



 


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



 


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



 


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



 


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



 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: (A) Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Asset Representations Reviewer and Operating Advisor; (B) Wells Fargo Bank, National Association, as Non-Serviced
Master Servicer, Aegon USA Realty Advisors, LLC, as Non-Serviced Special Servicer, Wells Fargo Bank, National Association, as Non-Serviced
Certificate Administrator, Wilmington Trust, National Association, as Non-Serviced Trustee, and Trimont Real Estate Advisors, LLC,
as Non-Serviced Operating Advisor of the 245


 



    Exhibit Y-1


     


    

 


Park Avenue Mortgage Loan and (C) on and after the related Servicing Shift Securitization
Date, the related Non-Serviced Master Servicer, the related Non-Serviced Special Servicer, the related Non-Serviced Certificate
Administrator, the related Non-Serviced Trustee, the related Non-Serviced Asset Representations Reviewer and the related Non-Serviced
Operating Advisor under the related Non-Serviced PSA governing the servicing and administration of each of the Acropolis Garden
Mortgage Loan and the Garden Multifamily Portfolio Mortgage Loan.


 


Date: _________________________


 


	 	 





[NAME OF OFFICER]

(Senior officer in charge of securitization of the depositor)


 




    Exhibit Y-2


     


    

 


EXHIBIT
Z-1


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2017-C8, issued pursuant to the Pooling and Servicing Agreement dated as of June 1, 2017 (the “Pooling
and Servicing Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer,
Wilmington Trust, National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, and Park
Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor.



 


I, [identity of certifying individual], hereby certify, with
the knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the
Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the
Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization, to be signed
by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley
Act of 2002:


 


1.          I
(or an officer under my supervision) have reviewed the annual report on Form 10-K for the period ended December 31, 20[__] (the
“Form 10-K”) and all reports on Form 10-D and Form 8-K filed in respect of the period covered by the Form 10-K
of the Trust (collectively, with the Form 10-K, the “Reports”);


 


2.          Based
on my knowledge, the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by the Form 10-K;


 


3.          Based
on my knowledge, all of the distribution and other information required to be provided by the Certificate Administrator under the
Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Reports
and all of the distribution, servicing and other information provided to the Certificate Administrator


 



    Exhibit Z-1-1


     


    

 


by the trustee, the custodian,
the master servicer, the special servicer and the operating advisor under the Pooling and Servicing Agreement for inclusion in
the Reports for the period covered by the Form 10-K is included in the Reports;


 


4.          I
(or an officer under my supervision) am responsible for reviewing the activities performed by the Certificate Administrator under
the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Certificate
Administrator compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion
in the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the Reports, the Certificate Administrator has fulfilled
its obligations under the Pooling and Servicing Agreement in all material respects; and


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate Administrator
or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required to be included
in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an
exhibit to the Form 10-K. Any material instances of noncompliance described in such reports have been disclosed in the Form 10-K
and such assessment of compliance is fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Certificate Administrator responsible for reviewing the activities performed by the Certificate Administrator
under the Pooling and Servicing Agreement.


 





	Dated:	 	 	 	 
	 	 	 
	 	 	Name:	 
	 	 	Title:	 


 




    Exhibit Z-1-2


     


    

 


EXHIBIT
Z-2


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2017-C8, issued pursuant to the Pooling and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee and Park Bridge Lender Services LLC, as Asset
Representations Reviewer and as Operating Advisor.



 


I, [identity of certifying individual], hereby certify, with
the knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the
Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the
Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization, to be signed
by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley
Act of 2002:


 


1.          I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the Master
Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period
ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Master Servicer in
accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K of the Trust (collectively, with the Form 10-K, the “Reports”)
(such information provided by the Master Servicer, collectively, the “Master Servicer Periodic Information”);


 


2.          Based
on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the relevant period, the Master Servicer Periodic Information,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material


 



    Exhibit Z-2-1


     


    

 


fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by the Form 10-K;


 


3.          Based
on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the relevant period, all of servicing and other information required
to be provided by the Master Servicer under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered
by the Form 10-K is included in the Master Servicer Periodic Information;


 


4.          I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Master Servicer under
the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Master Servicer
compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Master Servicer Periodic Information, the Master Servicer
has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


 


5.          The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Master Servicer
or any Servicing Function Participant retained by the Master Servicer (the “Relevant Servicing Criteria”) and
their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and
Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of
noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance is fairly
stated in all material respects.


 


This Certification is being signed by me as
an officer of the Master Servicer responsible for reviewing the activities performed by the Master Servicer under the Pooling and
Servicing Agreement.


 





	Dated:	 	 	 	 
	 	 	 
	 	 	Name:	 
	 	 	Title:	 


 




    Exhibit Z-2-2


     


    

 


EXHIBIT
Z-3


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2017-C8, issued pursuant to the Pooling and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as 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-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2017-C8, issued pursuant to the Pooling and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as 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-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2017-C8, issued pursuant to the Pooling and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as 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-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2017-C8, issued pursuant to the Pooling and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as 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-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2017-C8, issued pursuant to the Pooling and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Asset
Representations Reviewer and as Operating Advisor.



 


I, [identity of certifying individual], hereby certify, with
the knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the
Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the
Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization, to be signed
by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley
Act of 2002:


 


1.          I
(or officers under my supervision) have reviewed the information required to be provided by the Asset Representations Reviewer
in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December
31, 20[__] (“Form 10-K”) and all information required to be provided by the Asset Representations Reviewer in
accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”)
(such information provided by the Asset Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic
Information”); and


 


2.          Based
on my knowledge, the Asset Representations Reviewer Periodic Information, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under


 



    Exhibit Z-7-1


     


    

 


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


 


3.          Based
on my knowledge, all information required to be provided by the Asset Representations Reviewer under the Pooling and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Asset Representations Reviewer
Periodic Information.


 


This Certification is being signed by me
as an officer of the Asset Representations Reviewer responsible for reviewing the activities performed by the Asset Representations
Reviewer under the Pooling and Servicing Agreement.


 





	Dated:	 	 	 	 
	 	 	 
	 	 	Name:	 
	 	 	Title:	 


 






    Exhibit Z-7-2


     


    

  


EXHIBIT
AA


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this
Exhibit AA, other than with respect to Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer
engaged by a Servicer or Special Servicer.


 


	 	APPLICABLE
    Servicing Criteria 	applicable
    

    PARTY
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
Administrator 

        Master
Servicer

Special Servicer

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
Administrator

        Master
Servicer

Special Servicer

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
Servicer 

        Special
Servicer

Custodian (as applicable) 

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
Administrator

        Master
Servicer

Special Servicer

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator


 


	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
    Servicer

    Special Servicer

    Trustee (as applicable)1



  





 



 


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


 







    Exhibit AA-1


     


    

 


	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
Administrator

        Master
Servicer

Special Servicer

	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
Administrator

        Master
Servicer

Special Servicer

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
Administrator 

        Master
Servicer

Special Servicer

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days
    after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed
    and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling
    items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number
    of days specified in the transaction agreements.	Certificate
Administrator

        Master
Servicer

Special Servicer

	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
    other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with 

respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer



 






    Exhibit AA-2


     


    

 


	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
        Servicer

        Operating Advisor

         

	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A


  


At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At all times that the
Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 




    Exhibit AA-3


     


    









 


EXHIBIT
BB


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified in the “Party Responsible”
column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate
Administrator (or the Master Servicer, to the extent specified in Section 11.04 of the Pooling and Servicing Agreement) any information
described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column to the extent such party
has knowledge (and in the case of net operating income information, financial statements, annual operating statements, budgets
and/or rent rolls required to be provided in connection with Item 6 below, possession) of such information (other than information
as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity
as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set
forth in or omitted from the Prospectus), in the absence of specific notice to the contrary from the Depositor or a Mortgage Loan
Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such)
shall be entitled to assume that there is no “significant obligor” other than a party or property identified as such
in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after the Cut-off
Date. In no event shall the Master Servicer or the Special Servicer be required to provide any information for inclusion in a Form
10-D that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the Master Servicer or the
Special Servicer, as the case may be. For this CSAIL 2017-C8 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
	
        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:

         

        ●     Item
        1112(b) of Regulation AB
	●     Master Servicer (excluding information for which the Special Servicer is the “Party Responsible”)


 






    Exhibit BB-2


     


    

 


	
        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.

         
	
         

        ●     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
	Item 9: Other Information, but only to the	●     Certificate Administrator, Trustee, Master


 




    Exhibit BB-3


     


    

 


	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”.	
        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.
	 
	Item 9: Exhibits (no. 10):	●     Certificate Administrator, Trustee, Master	 


 




    Exhibit BB-4


     


    

 


	
         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation S-K)
	Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.	 
	
        Item 9: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of Security Holders
        (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible” with respect
        to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects to report the
        information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published report.
	●     The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.	 
	
        Item 9: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation
        S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated by reference
        in the Depositor’s registration statement.
	●     Depositor	 
	
        Item 9: Exhibits (no.
        24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only
        if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a party, is signed
        pursuant to a power of attorney.
	●     Certificate Administrator 	 
	
        Item 9: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	●     Not Applicable.	 
	
        Item 9: Exhibits (no. 100)

         

         
	●     Not Applicable.	 


 




    Exhibit BB-5


     


    

 


	
         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation S-K).
	 
	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 the 85 Broad Street 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-C8 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 the 85 Broad Street Trust Subordinate Companion Loan, if the Prospectus specifically states that the applicable
        Mortgage Loans or the 85 Broad Street Trust Subordinate Companion Loan 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



 




    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-C8 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-C8 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 
	
        after the date (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-C8 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-C8 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, the 85 Broad Street Trust Subordinate Companion Loan 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
the 85 Broad Street 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-C8 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, 85 Broad Street Trust Subordinate Companion Loan 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, 85 Broad Street Trust Companion Loan 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 	●     Depositor	 


 




    Exhibit DD-2


     


    

 


	or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	●     Certificate Administrator
	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


 




    Exhibit DD-3


     


    

 


	
        Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining the rights of security holders (Exhibit
        No. 4 of Item 601 of Regulation S-K)
	
        ●     Certificate
        Administrator

         

        provided,
        in each case, that this shall in no event be construed to make such party 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
	●     Certificate Administrator 	 


 




    Exhibit DD-4


     


    

 


	on behalf of a party, is signed pursuant to a 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 – CSAIL 2017-C8


 


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 June 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor (the “Depositor”), Wells Fargo
Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor, the undersigned, as [               ], hereby
notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


List of any Attachments hereto to be
included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                              ], phone number: [                              ]; email address: [                              ].





	 	 	 
	 	[NAME OF PARTY], 

as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 


cc: Depositor


 




    Exhibit EE-1


     


    

 


EXHIBIT
FF


 


INITIAL
SUB-SERVICERS


 


		1.	Holliday Fenoglio Fowler, L.P.



 




    Exhibit FF-1


     


    

 


EXHIBIT
GG


 


SERVICING
FUNCTION PARTICIPANTS


 


None





 




    Exhibit GG-1


     


    

 


EXHIBIT
HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-C8 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Wells Fargo Bank, National Association, as Master Servicer] [Midland Loan Services, a Division of PNC
Bank, National Association, as Special Servicer] [Wells Fargo Bank, National Association, as Certificate Administrator] [Wilmington
Trust, National Association, as Trustee] (the “Certifying Servicer”), certify to Credit Suisse Commercial Mortgage
Securities Corp. and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


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



 


		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of
its obligations under the Pooling and Servicing Agreement in all material respects during the Reporting Period. [To my knowledge,
the Certifying Servicer has failed to fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY EACH
SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 


	Date:	 	 






 


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

[Midland Loan Services, a Division of PNC Bank, National Association, as special servicer]

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

[Wilmington Trust, National Association, as trustee]


 


	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-C8, 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 – CSAIL 2017-C8


 


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 June 1, 2017 (the “Pooling and Servicing Agreement”), by and among
Credit Suisse Commercial Mortgage Securities Corp., as Depositor (the “Depositor”), Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor, the undersigned, as [               ], hereby notifies you that
certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


[With respect to the Collection Account and REO Account balance
information:


 


	Account Name	
        Beginning Balance as of 

        

        MM/DD/YYYY

        
	
        Ending Balance as of  

        MM/DD/YYYY 

	Collection Account	 	 
	REO Account	 	 


 


    Exhibit MM-1


     


    

 


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                              ], phone number: [                              ]; email address: [                              ].





	 	 	 
	 	[NAME OF PARTY], 

as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 


cc: Depositor


 




    Exhibit MM-2


     


    

 


EXHIBIT
NN


 


Form
of Transferee NOTICE PURSUANT TO 3.23(a)


 


[Date]


 


Wells Fargo Bank, National Association





Commercial Mortgage Servicing





Three Wells Fargo





401 S. Tryon Street, 8th Floor





MAC D1050-084





Charlotte, NC 28202





Attention: CSAIL 2017-C8 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 – CSAIL 2017-C8





 


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





10851 Mastin Street, Suite 700





Overland Park, Kansas 66210





Attention: Executive Vice President – Division Head


 


Park Bridge Lender Services LLC





600 Third Avenue, 40th Floor





New York, New York 10016





Attention: CSAIL 2017-C8-Surveillance Manager





Email: cmbs.notices@parkbridgefinancial.com


 


CSAIL
2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-C8 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of June 1,
2017, by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services
LLC, as Asset Representations Reviewer and as Operating Advisor


 



    Exhibit NN-1


     


    

 


This letter is delivered to you, pursuant
to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”)
to us (the “Transferee”) of $__________________ original principal balance in the Class [__] Certificates, representing
[_____]% of the Class [__] Certificates. The Certificates were issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:



 


	 
	 
	 
	 
	Contact Info: [Tel/Email]








 


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
that we are purchasing a majority interest in the Class [__] Certificates, and that we are not affiliated with the Transferor.
To the extent that any Control Event or Consultation Termination Event has occurred due to a waiver of a prior Class [__]
Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby request that you reinstate such rights and
post a “special notice” on your website to the following effect:



 


“A Consultation Termination
Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority interest of
the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.





	 	 	 
	 	Very truly yours,
	 	 	 
	 	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:









 




    Exhibit NN-2


     


    

 


EXHIBIT
OO


 


FORM OF ASSET REVIEW REPORT BY THE 

ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients]


 


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


 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of June 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:	Park Bridge Advisors
        LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC,
        a New York limited liability company, its sole member


 



    Exhibit OO-1


     


    




 


	 	 	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 	 	 


 





  1 This report is an indicative report,
and the Asset Representations Reviewer will have the ability to modify or alter the organization and content of this report, subject
to compliance with the terms of the Pooling and Servicing Agreement, including without limitation, provisions relating to Privileged
Information.


 


Exhibit A


 


Detailed Scorecard

[Template Example Below]


 





	Test
                                         failures

         

	Loan
    #	Loan
    Name	Mortgage
    Loan Seller	R&W
    

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


 




    Exhibit OO-2


     


    

 


EXHIBIT
PP


 


FORM OF ASSET REVIEW REPORT SUMMARY 

BY THE ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients]


 


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


 


Ladies and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of June 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
    term 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:	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited liability company, its sole member








 



    Exhibit PP-1


     


    

 


	 	 	 	 	 	 	 	 
	 	 	By:	 	 	 	 	 
	 	 	Name:	 	 	 	 
	 	 	Title:	 	 	 	 	 


 



1 This report is an indicative report, and the Asset
Representations Reviewer will have the ability to modify or alter the organization and content of this report, subject to compliance
with the terms of the Pooling and Servicing Agreement, including without limitation, provisions relating to Privileged Information.


 


Exhibit A


 


Summary Scorecard

[Template Example Below]


 


	
        Test failures

         

	Loan #	Loan Name	Mortgage Loan Seller	Representations

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



 



    Exhibit PP-2


     


    

 


EXHIBIT
QQ


 


ASSET REVIEW PROCEDURES


 


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


 


Call for Review and Collection and
Inventory of Review Materials


 


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


 


		■	Notice of Asset Review Trigger (with attachments)



 


		■	Asset Review Vote Election



 


		■	Notice of Affirmative Asset Review Vote



 


		■	List of all Delinquent Loans subject to the Asset Review



 


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



 


		■	Any Unsolicited Information (if applicable)



 


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


 


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


 



    Exhibit QQ-1


     


    

 


Analysis and Testing of Representations
and Warranties


 


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


 


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



 


		■	For each representation and warranty, ARR lists



 


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



 


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



 


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



 


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



 


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


 




    Exhibit QQ-2


     


    
 


EXHIBIT
RR


 


CERTIFICATION TO CERTIFICATE ADMINISTRATOR
REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – CSAIL 2017-C8 


Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2017-C8



 


In accordance with
the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of June
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor, with
respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is [an authorized representative of the Asset Representations
Reviewer] [authorized at the direction of the Depositor].



 


		2.	The undersigned acknowledges and agrees that (a) access to the Secure Data
Room is being granted to it solely for purposes of the undersigned carrying out its obligations under the Pooling and Servicing
Agreement (b) it will not disseminate or otherwise make information contained on the Secure Data Room available to any other person
except in accordance with the Pooling and Servicing Agreement or otherwise with the written consent of the Depositor and (c) it
will only access information relating to the Mortgage Loans to which the Asset Review relates.



 


		3.	The undersigned agrees that each time it accesses the Secure Data Room, the
undersigned is deemed to have recertified that the representations above remains true and correct.



 






    Exhibit RR-1


     


    

 





		4.	[The undersigned not a Certificateholder, a beneficial owner or a prospective
purchaser of any Certificate.]*



 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


		 	 
	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
		By:	 
	 	 	Name:

Title:





  


Dated: _______


 


	[Credit Suisse Commercial
Mortgage Securities Corp., as Depositor]*	 
	 	 	 
	By:	 	 
		[Name]

[Title]	 



 





 



 


		*	Required
                                         to the extent that a party other than the Asset Representations Reviewer is identified
                                         by the Depositor as needing access to the Secure Data Room.



 






    Exhibit RR-2


     


    

  


EXHIBIT SS


 


FORM OF NOTICE OF [ADDITIONAL DELINQUENT
LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	
        [Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 S. Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: CSAIL 2017-C8 Asset Manager 

        E-mail: commercial.servicing@wellsfargo.com]
	 	
        Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CSAIL 2017-C8-Surveillance Manager 

        Email: cmbs.notices@parkbridgefinancial.com

         

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

        10851 Mastin Street, Suite 700 

        Overland Park, Kansas 66210 

        Attention: Executive Vice President – Division
Head] 
	 	 
	 	 	 


		Attention:	CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2017-C8



 


In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, [Wells Fargo Bank, National Association], as Master
Servicer, [Midland Loan Services, a Division of PNC Bank, National Association], as Special Servicer, [Wells Fargo Bank, National
Association], as Certificate Administrator, [Wilmington Trust, National Association], as Trustee, and [Park Bridge Lender Services
LLC], as Asset Representations Reviewer and as Operating Advisor, the Certificate Administrator hereby notifies you that as of
[RELATED DISTRIBUTION DATE]:


 


		1.	_____  An additional Mortgage Loan has become a Delinquent Loan.



 


		2.	_____  A Mortgage Loan has ceased to be a Delinquent Loan.



 


		3.	_____  An Asset Review Trigger has ceased to exist.



(check all that apply)


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 






    Exhibit SS-1


     


    

 





	 	 	 
	 	Wells Fargo Bank, National Association, as Certificate Administrator for the Holders of the CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C8
	 	 	 
		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 


CSAIL 2017-C8 Commercial Mortgage Trust


 


		Re:	CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2017-C8



 


Ladies and Gentlemen:


 


Pursuant to the terms
of the Pooling and Servicing Agreement, dated as of June 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


 


June 29, 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-C8, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-C8



 


In accordance with
Section 5.01(c) of the Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Agreement”), the Certificate
Administrator hereby acknowledges receipt of the HRR Certificates in the form of a 144A Definitive Certificates, which constitute
the Class F and Class NR Certificates, as defined in the Agreement, for the benefit of Eightfold Real Estate Capital Fund V, L.P.,
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. 





		 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:


  



    Exhibit UU-1


     


    

 








EXHIBIT
VV


 


FORM OF NOTICE OF
PURCHASE OF AN 85 BROAD STREET 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-C8 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 – CSAIL 2017-C8 


 


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


10851 Mastin Street, Suite 700 


Overland Park, Kansas 66210 


Attention: Executive Vice President – Division Head 


 


Park Bridge Lender Services LLC 


600 Third Avenue, 40th Floor 


New York, New York 10016 


Attention: CSAIL 2017-C8-Surveillance Manager 


Email: cmbs.notices@parkbridgefinancial.com


 






    Exhibit VV-1


     


    

 


CSAIL
2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-C8 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of June 1,
2017, by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services
LLC, as Asset Representations Reviewer and as Operating Advisor


 


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 VV-2


     


    

 





		 	 
	 	Very truly yours,
	 	 
	 	(Transferee)
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:


 









    Exhibit VV-3


     


    

 


SCHEDULE
1


 


Mortgage
Loans with Additional Debt


 


		1.	85 Broad Street






		2.	245 Park Avenue






		3.	Apple Sunnyvale






		4.	Urban Union Amazon






		5.	Broadway Portfolio






		6.	St. Luke’s Office






		7.	Columbus Office Portfolio I






		8.	Acropolis Garden






		9.	Alexandria Corporate Park






		10.	Garden Multifamily Portfolio






		11.	Marble Hall Gardens



 












    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.	85 Broad Street



 


		2.	245 Park Avenue



 





		3.	Apple Sunnyvale



 


		4.	Ritz Carlton Rancho Mirage



 


		5.	Hotel Eastlund



 


		6.	Urban Union Amazon



 


		7.	Broadway Portfolio



 


		8.	St. Luke’s Office



 


		9.	Northridge Plaza



 


		10.	449 South Broadway



 


		11.	Columbus Office Portfolio I



 


		12.	71 Fifth Ave



 


		13.	Acropolis Garden



 


		14.	Alexandria Corporate Park



 


		15.	Shoppes at Harmon Square



 


		16.	Garden Multifamily Portfolio



 


		17.	Hilton Garden Inn – Fort Washington



 


		18.	East Coast Triple Net Portfolio



 


		19.	260-300 Boston Post Road



 


		20.	Livingston Town Center



 


		21.	1 Forest Parkway



 


		22.	Walmart Shopping Center Moultrie



 


		23.	Valley View I



 


		24.	Chamblee Heights



 



    Schedule 3-1


     


    




 


		25.	Marble Hall Gardens



 


		26.	Plaza 7-21



 


		27.	Austin Multifamily Portfolio



 


		28.	Bell Plaza Professional Building



 


		29.	La Quinta Inns & Suites Tampa



 


		30.	Walgreens – WY and MO



 


		31.	Stevens I and II



 


		32.	Audubon Village



 






    Schedule 3-2


     


    




SCHEDULE
4


Mortgage
Loans With “Performance”, “Earn-Out” or “Holdback” Escrows or Reserves


 


	Loan No.	Loan Name	Reserve Type	Initial Reserve Balance
	7	Broadway Portfolio	Earnout Reserve	$5,000,000


 


 






    Schedule 4-1