Exhibit 4.1


 


 


EXECUTION VERSION


 


CREDIT SUISSE COMMERCIAL MORTGAGE SECURITIES
CORP.,

as Depositor


 


KEYBANK NATIONAL ASSOCIATION,

as Master Servicer


 


TORCHLIGHT
LOAN SERVICES, LLC,

as Special Servicer


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator and Trustee


 


and


 


PARK
BRIDGE LENDER SERVICES LLC,

as Operating Advisor and Asset Representations Reviewer


 


POOLING AND SERVICING AGREEMENT


 


Dated as of


 


May 1, 2016


 


CSAIL 2016-C6 Commercial Mortgage Trust,

Commercial Mortgage Pass-Through Certificates


 


Series 2016-C6


 



    


     

    




 


TABLE OF CONTENTS


	 	 	 	 
	 	 	 	Page
	 	 	 	 
	ARTICLE I
	 	 	 	 
	DEFINITIONS
	 	 	 	 
	Section 1.01	Defined Terms	 	5
	Section 1.02	Certain Calculations	 	113
	 	 	 	 
	ARTICLE II
	 	 	 	 
	CONVEYANCE OF MORTGAGE LOANS;
	ORIGINAL ISSUANCE OF CERTIFICATES
	 	 	 	 
	Section 2.01	Conveyance of Mortgage Loans	 	115
	Section 2.02	Acceptance by Trustee	 	120
	Section 2.03	Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties	 	125
	Section 2.04	Execution of Certificates; Issuance of Lower-Tier Regular Interests	 	141
	Section 2.05	Creation of the Grantor Trust	 	141
	 	 	 	 
	ARTICLE III
	 	 	 	 
	ADMINISTRATION AND
	SERVICING OF THE TRUST FUND
	 	 	 	 
	Section 3.01	The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the Serviced Companion Loans and REO Properties	 	141
	Section 3.02	Collection of Mortgage Loan Payments	 	149
	Section 3.03	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	 	153
	Section 3.04	The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Gain-on-Sale Reserve Account	 	158
	Section 3.05	Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	 	164
	Section 3.06	Investment of Funds in the Collection Account and the REO Account	 	175
	Section 3.07	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	 	177
	Section 3.08	Enforcement of Due-on-Sale Clauses; Assumption Agreements	 	182


 



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	Section 3.09	Realization Upon Defaulted Loans and Companion Loans	 	186
	Section 3.10	Trustee and Custodian to Cooperate; Release of Mortgage Files	 	190
	Section 3.11	Servicing Compensation	 	191
	Section 3.12	Inspections; Collection of Financial Statements	 	197
	Section 3.13	Access to Certain Information	 	202
	Section 3.14	Title to REO Property; REO Account	 	215
	Section 3.15	Management of REO Property	 	216
	Section 3.16	Sale of Defaulted Loans and REO Properties	 	219
	Section 3.17	Additional Obligations of Master Servicer and Special Servicer	 	225
	Section 3.18	Modifications, Waivers, Amendments and Consents	 	228
	Section 3.19	Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	 	236
	Section 3.20	Sub-Servicing Agreements	 	242
	Section 3.21	Interest Reserve Account	 	245
	Section 3.22	Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer	 	246
	Section 3.23	Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	 	246
	Section 3.24	Intercreditor Agreements	 	250
	Section 3.25	Rating Agency Confirmation	 	253
	Section 3.26	The Operating Advisor	 	255
	Section 3.27	Companion Paying Agent	 	262
	Section 3.28	Companion Register	 	263
	Section 3.29	Certain Matters Relating to the Non-Serviced Mortgage Loans	 	263
	Section 3.30	[Reserved]	 	264
	Section 3.31	[Reserved]	 	264
	Section 3.32	[Reserved]	 	264
	Section 3.33	Delivery of Excluded Information to the Certificate Administrator	 	264
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 	 	 	 
	Section 4.01	Distributions	 	265
	Section 4.02	Distribution Date Statement; CREFC® Investor Reporting Packages; Grant of Power of Attorney	 	274
	Section 4.03	P&I Advances	 	280
	Section 4.04	Allocation of Realized Losses	 	283
	Section 4.05	Appraisal Reduction Amounts; Collateral Deficiency Amounts	 	284
	Section 4.06	Grantor Trust Reporting	 	288
	Section 4.07	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	 	289
	Section 4.08	Secure Data Room	 	293


 



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	ARTICLE V
	 	 	 	 
	THE CERTIFICATES
	 	 	 	 
	Section 5.01	The Certificates	 	294
	Section 5.02	Form and Registration	 	295
	Section 5.03	Registration of Transfer and Exchange of Certificates	 	297
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	 	304
	Section 5.05	Persons Deemed Owners	 	304
	Section 5.06	Access to List of Certificateholders’ Names and Addresses; Special Notices	 	305
	Section 5.07	Maintenance of Office or Agency	 	306
	Section 5.08	Appointment of Certificate Administrator	 	306
	Section 5.09	[Reserved]	 	307
	Section 5.10	Voting Procedures	 	307
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
	OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE
	DIRECTING CERTIFICATEHOLDER
	 	 	 	 
	Section 6.01	Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer	 	308
	Section 6.02	Liability of the Depositor, the Master Servicer, the Operating Advisor and the Special Servicer	 	314
	Section 6.03	Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer	 	314
	Section 6.04	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	 	316
	Section 6.05	Depositor, Master Servicer and Special Servicer Not to Resign	 	321
	Section 6.06	Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	 	322
	Section 6.07	The Master Servicer and the Special Servicer as Certificate Owner	 	322
	Section 6.08	The Directing Certificateholder	 	322
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	SERVICER TERMINATION EVENTS
	 
	Section 7.01	Servicer Termination Events; Master Servicer and Special Servicer Termination	 	328
	Section 7.02	Trustee to Act; Appointment of Successor	 	336


 



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	Section 7.03	Notification to Certificateholders	 	338
	Section 7.04	Waiver of Servicer Termination Events	 	338
	Section 7.05	Trustee as Maker of Advances	 	339
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 	 	 	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	 	339
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	 	341
	Section 8.03	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	 	343
	Section 8.04	Trustee or Certificate Administrator May Own Certificates	 	343
	Section 8.05	Fees and Expenses of Trustee and Certificate Administrator;	 	 
	 	Indemnification of Trustee and Certificate Administrator	 	344
	Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	 	345
	Section 8.07	Resignation and Removal of the Trustee and Certificate Administrator	 	346
	Section 8.08	Successor Trustee or Certificate Administrator	 	348
	Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	 	349
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	 	349
	Section 8.11	Appointment of Custodians	 	350
	Section 8.12	Representations and Warranties of the Trustee	 	351
	Section 8.13	Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	 	352
	Section 8.14	Representations and Warranties of the Certificate Administrator	 	352
	Section 8.15	Compliance with the PATRIOT Act	 	353
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	TERMINATION
	 	 	 	 
	Section 9.01	Termination upon Repurchase or Liquidation of All Mortgage Loans	 	354
	Section 9.02	Additional Termination Requirements	 	357
	 	 	 	 
	ARTICLE X
	 	 	 	 
	ADDITIONAL REMIC PROVISIONS
	 	 	 	 
	Section 10.01	REMIC Administration	 	358
	Section 10.02	Use of Agents	 	362
	Section 10.03	Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	 	362
	Section 10.04	Appointment of REMIC Administrators	 	362


 



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	ARTICLE XI
	 	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 
	Section 11.01	Intent of the Parties; Reasonableness	 	363
	Section 11.02	Succession; Subcontractors	 	364
	Section 11.03	Filing Obligations	 	366
	Section 11.04	Form 10-D Filings	 	367
	Section 11.05	Form 10-K Filings	 	369
	Section 11.06	Sarbanes-Oxley Certification	 	372
	Section 11.07	Form 8-K Filings	 	373
	Section 11.08	Form 15 Filing	 	375
	Section 11.09	Annual Compliance Statements	 	375
	Section 11.10	Annual Reports on Assessment of Compliance with Servicing Criteria	 	377
	Section 11.11	Annual Independent Public Accountants’ Attestation Report	 	379
	Section 11.12	Significant Obligors	 	380
	Section 11.13	Indemnification	 	381
	Section 11.14	Amendments	 	384
	Section 11.15	Regulation AB Notices	 	384
	Section 11.16	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	 	384
	Section 11.17	[Reserved]	 	389
	Section 11.18	Impact of Cure Period	 	389
	 	 	 	 
	ARTICLE XII
	 	 	 	 
	THE ASSET REPRESENTATIONS REVIEWER
	 
	Section 12.01	Asset Review	 	389
	Section 12.02	Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	 	395
	Section 12.03	Resignation of the Asset Representations Reviewer	 	396
	Section 12.04	Restrictions of the Asset Representations Reviewer	 	397
	Section 12.05	Termination of the Asset Representations Reviewer	 	397
	 	 	 	 
	ARTICLE XIII
	 	 	 	 
	MISCELLANEOUS PROVISIONS
	 
	Section 13.01	Amendment	 	400
	Section 13.02	Recordation of Agreement; Counterparts	 	404
	Section 13.03	Limitation on Rights of Certificateholders	 	405
	Section 13.04	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	 	406
	Section 13.05	Notices	 	406
	Section 13.06	Severability of Provisions	 	411
	Section 13.07	Grant of a Security Interest	 	411


 



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	Section 13.08	Successors and Assigns; Third Party Beneficiaries	 	412
	Section 13.09	Article and Section Headings	 	413
	Section 13.10	Notices to the Rating Agencies	 	413


 



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	 	EXHIBITS
	 	 
	Exhibit A-1	Form of Class A-1 Certificate
	Exhibit A-2	Form of Class A-2 Certificate
	Exhibit A-3	Form of Class A-3 Certificate
	Exhibit A-4	Form of Class A-4 Certificate
	Exhibit A-5	Form of Class A-5 Certificate
	Exhibit A-6	Form of Class A-SB Certificate
	Exhibit A-7	Form of Class X-A Certificate
	Exhibit A-8	Form of Class X-B Certificate
	Exhibit A-9	Form of Class X-D Certificate
	Exhibit A-10	Form of Class X-E Certificate
	Exhibit A-11	Form of Class X-F Certificate
	Exhibit A-12	Form of Class X-NR Certificate
	Exhibit A-13	Form of Class A-S Certificate
	Exhibit A-14	Form of Class B Certificate
	Exhibit A-15	Form of Class C Certificate
	Exhibit A-16	Form of Class D Certificate
	Exhibit A-17	Form of Class E Certificate
	Exhibit A-18	Form of Class F Certificate
	Exhibit A-19	Form of Class NR Certificate
	Exhibit A-20	Form of Class R Certificate
	Exhibit A-21	Form of Class Z Certificate
	Exhibit B	Mortgage Loan Schedule
	Exhibit C	Form of Investment Representation Letter
	Exhibit D-1	Form of Transferee Affidavit
	Exhibit D-2	Form of Transferor Letter
	Exhibit E	Form of Request for Release
	Exhibit F-1	Form of ERISA Representation Letter regarding ERISA Restricted Certificates
	Exhibit F-2	Form of ERISA Representation Letter regarding Class R Certificates and Class Z Certificates
	Exhibit G	Form of Distribution Date Statement
	Exhibit H	Form of Omnibus Assignment
	Exhibit I	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period
	Exhibit J	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	Exhibit K	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period
	Exhibit L	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	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


 



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	Exhibit O	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate
	Exhibit P-1A	Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1B	Form of Investor Certification for Non-Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1C	Form of Investor Certification for Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1D	Form of Investor Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1E	Form of Notice of Excluded Controlling Class Holder
	Exhibit P-1F	Form of Notice of Excluded Controlling Class Holder to Certificate Administrator
	Exhibit P-1G	Form of Certification of Directing Certificateholder
	Exhibit P-2	Form of Certification for NRSROs
	Exhibit P-3	Online Market Data Provider Certification
	Exhibit Q	Custodian Certification/Exception Report
	Exhibit R-1	Form of Power of Attorney – Master Servicer
	Exhibit R-2	Form of Power of Attorney – Special Servicer
	Exhibit S	Initial Companion Holders
	Exhibit T	Form of Notice Relating to the Non-Serviced Mortgage Loans
	Exhibit U	Form of Notice and Certification Regarding Defeasance of Mortgage Loan
	Exhibit V	Form of Operating Advisor Annual Report
	Exhibit W	Form of Notice from Operating Advisor Recommending Replacement of Special Servicer
	Exhibit X	Form of Confidentiality Agreement
	Exhibit Y	Form Certification to be Provided with Form 10-K
	Exhibit Z-1	Form of Certification to be Provided to Depositor by Certificate Administrator
	Exhibit Z-2	Form of Certification to be Provided to Depositor by Master Servicer
	Exhibit Z-3	Form of Certification to be Provided to Depositor by Special Servicer
	Exhibit Z-4	Form of Certification to be Provided to Depositor by Trustee
	Exhibit Z-5	Form of Certification to be Provided to Depositor by Operating Advisor
	Exhibit Z-6	Form of Certification to be Provided to Depositor by Custodian
	Exhibit Z-7	Form of Certification to be Provided to Depositor by Asset Representations Reviewer
	Exhibit AA	Servicing Criteria to be Addressed in Assessment of Compliance
	Exhibit BB	Additional Form 10-D Disclosure
	Exhibit CC	Additional Form 10-K Disclosure
	Exhibit DD	Form 8-K Disclosure Information
	Exhibit EE	Additional Disclosure Notification
	Exhibit FF	Initial Sub-Servicers
	Exhibit GG	Servicing Function Participants
	Exhibit HH	Form of Annual Compliance Statement


 



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	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]


 



     -ix-


     

    

  


SCHEDULES


 


	Schedule 1	Mortgage Loans With Additional Debt
	Schedule 2	Class A-SB Planned Principal Balance Schedule
	Schedule 3	Mortgage Loans With “Performance”, “Earn-Out” or “Holdback” Escrows or Reserves exceeding 10% of the Initial Principal Balance


 



     -x-


     

    

 



 


This Pooling and Servicing
Agreement is dated and effective as of May 1, 2016, among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank
National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor and Asset Representations Reviewer.


 


PRELIMINARY STATEMENT:


 


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


 


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


 


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


 


LOWER-TIER REMIC


 


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


 



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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)	 	$	17,021,000	 
	Class LA-2	 	(1)	 	$	67,689,000	 
	Class LA-3	 	(1)	 	$	92,701,000	 
	Class LA-4	 	(1)	 	$	128,500,000	 
	Class LA-5	 	(1)	 	$	198,130,000	 
	Class LA-SB	 	(1)	 	$	33,186,000	 
	Class LA-S	 	(1)	 	$	57,560,000	 
	Class LB	 	(1)	 	$	34,536,000	 
	Class LC	 	(1)	 	$	33,577,000	 
	Class LD	 	(1)	 	$	42,210,000	 
	Class LE	 	(1)	 	$	20,146,000	 
	Class LF	 	(1)	 	$	8,634,000	 
	Class LNR	 	(1)	 	$	33,577,461	 
	Class LR	 	None(2)	 	 	None	 



 


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



 


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



 


UPPER-TIER REMIC


 


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


 


THE GRANTOR TRUST


 


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


 



     -2-


     

    

 


	
        Class Designation
	 	
        Corresponding Grantor Trust
Assets

	Class Z	 	Class Z Specific Grantor Trust Assets


 


THE CERTIFICATES


 


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


 


	
        Corresponding 

Certificates

        
	 	
        Initial Pass-

Through Rate

        
	 	
        Original

        Certificate

        Balance or

        Notional Amount

        

	Class A-1 Certificates	 	1.4930%	 	$  17,021,000
	Class A-2 Certificates	 	2.6619%	 	$  67,689,000
	Class A-3 Certificates	 	2.9562%	 	$  92,701,000
	Class A-4 Certificates	 	2.8233%	 	$  128,500,000
	Class A-5 Certificates	 	3.0898%	 	$  198,130,000
	Class A-SB Certificates	 	2.9599%	 	$  33,186,000
	Class X-A Certificates	 	1.9773%(1)	 	$  594,787,000(2)
	Class X-B Certificates	 	0.9880%(1)	 	$  34,536,000(2)
	Class X-D Certificates(4)	 	0.0000%(1)	 	$  42,210,000(2)
	Class X-E Certificates	 	1.0000%(1)	 	$  20,146,000(2)
	Class X-F Certificates	 	1.0000%(1)	 	$  8,634,000(2)
	Class X-NR Certificates	 	1.0000%(1)	 	$  33,577,461(2)
	Class A-S Certificates	 	3.3464%	 	$  57,560,000
	Class B Certificates	 	3.9239%	 	$  34,536,000
	Class C Certificates	 	4.9119%	 	$  33,577,000
	Class D Certificates	 	4.9119%	 	$  42,210,000
	Class E Certificates	 	3.9119%	 	$  20,146,000
	Class F Certificates	 	3.9119%	 	$  8,634,000
	Class NR Certificates	 	3.9119%	 	$  33,577,461
	Class R Certificates	 	None(3)	 	N/A
	Class Z Certificates	 	None(3)	 	N/A


 


		(1)	The
                                         Pass-Through Rate for the Class X-A Certificates will be calculated in accordance with
                                         the definition of “Class X-A Pass-Through Rate”. The Pass-Through Rate for
                                         the Class X-B Certificates will be calculated in accordance with the definition of “Class
                                         X-B Pass-Through Rate”. The Pass-Through Rate for the Class X-D Certificates will
                                         be calculated in accordance with the definition of “Class X-D Pass-Through Rate”.
                                         The Pass-Through Rate for the Class X-E Certificates will be calculated in accordance
                                         with the definition of “Class X-E Pass-Through Rate”. The Pass-Through Rate
                                         for the Class X-F Certificates will be calculated in accordance with the definition of
                                         “Class X-F Pass-Through Rate”. The Pass-Through Rate for the Class X-NR Certificates
                                         will be calculated in accordance with the definition of “Class X-NR Pass-Through
                                         Rate”.



 


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



 



     -3-


     

    

 





		(3)	Neither
                                         the Class R nor the Class Z Certificates will have a Certificate Balance or a Notional
                                         Amount, bear interest or be entitled to distributions of Yield Maintenance Charges. Any
                                         Available Funds remaining in the Upper-Tier REMIC Distribution Account (after all required
                                         distributions under this Agreement have been made to each Class of Regular Certificates
                                         will be deemed distributed to the Class UR Interest and shall be payable to the
                                         Holders of the Class R Certificates.)



 


		(4)	The
                                         Class X-D Certificates will not be entitled to receive distributions of principal other
                                         than a payment of $100 on the first Distribution Date which will be deemed a payment
                                         of principal on the principal balance of the REMIC regular interest represented by the
                                         Class X-D Certificates for federal income tax purposes.



 


As of the close of business
on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due
on or before such date, whether or not received, equal to $767,467,461.


 


The GLP Industrial Portfolio
B Companion Loans, the GLP Industrial Portfolio B Subordinate Companion Loans, the Quaker Bridge Mall Companion Loans, the Quaker
Bridge Mall Subordinate Companion Loans, the GLP Industrial Portfolio A Companion Loans, the GLP Industrial Portfolio A Subordinate
Companion Loans, the Jay Scutti Plaza Companion Loans and the Starwood Capital Extended Stay Portfolio Companion Loans (each a
“Companion Loan” and collectively, the “Companion Loans”) are not part of the Trust Fund,
but are each secured by the applicable Mortgage that secures the related Mortgage Loan that is part of the Trust Fund. As and to
the extent provided herein, any Companion Loan (other than any Non-Serviced Companion Loan) will be serviced and administered in
accordance with this Agreement. Amounts attributable to any Companion Loan will not be part of the Trust Fund, and (except to the
extent that such amounts are payable or reimbursable to any party to this Agreement) will be owned by the related Companion Loan
Holders.


 


The GLP Industrial Portfolio
B Whole Loan consists of the GLP Industrial Portfolio B Mortgage Loan, the GLP Industrial Portfolio B Companion Loans and the GLP
Industrial Portfolio B Subordinate Companion Loans. The GLP Industrial Portfolio B Mortgage Loan and the GLP Industrial Portfolio
B Companion Loans are pari passu with each other. The GLP Industrial Portfolio B Subordinate Companion Loans are subordinate
to the GLP Industrial Portfolio B Mortgage Loan. The GLP Industrial Portfolio B Companion Loans and the GLP Industrial Portfolio
B Subordinate Companion Loans are not part of the Trust Fund. The GLP Industrial Portfolio B Mortgage Loan, the GLP Industrial
Portfolio B Companion Loans and the GLP Industrial Portfolio B Subordinate Companion Loans will be serviced and administered in
accordance with the CSMC 2015-GLPB Trust and Servicing Agreement and the GLP Industrial Portfolio B Co-Lender Agreement.


 


The Quaker Bridge Mall Whole
Loan consists of the Quaker Bridge Mall Mortgage Loan, the Quaker Bridge Mall Companion Loan and the Quaker Bridge Mall Subordinate
Companion Loans. The Quaker Bridge Mall Mortgage Loan and the Quaker Bridge Mall Companion Loan are pari passu with each
other. The Quaker Bridge Mall Subordinate Companion Loans are subordinate to the Quaker Bridge Mall Mortgage Loan. The Quaker Bridge
Mall Companion Loan and the Quaker Bridge Mall Subordinate Companion Loans are not part of the Trust Fund. The Quaker Bridge Mall
Mortgage Loan, the Quaker Bridge Mall Companion Loan and the Quaker Bridge Mall Subordinate Companion Loans will be serviced and
administered in accordance with the JPMDB 2016-C2 Pooling and Servicing Agreement and the Quaker Bridge Mall Co-Lender Agreement.


 



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The GLP Industrial Portfolio
A Whole Loan consists of the GLP Industrial Portfolio A Mortgage Loan, the GLP Industrial Portfolio A Companion Loans and the GLP
Industrial Portfolio A Subordinate Companion Loans. The GLP Industrial Portfolio A Mortgage Loan and the GLP Industrial Portfolio
A Companion Loans are pari passu with each other. The GLP Industrial Portfolio A Subordinate Companion Loans are subordinate
to the GLP Industrial Portfolio A Mortgage Loan. The GLP Industrial Portfolio A Companion Loans and the GLP Industrial Portfolio
A Subordinate Companion Loans are not part of the Trust Fund. The GLP Industrial Portfolio A Mortgage Loan, the GLP Industrial
Portfolio A Companion Loans and the GLP Industrial Portfolio A Subordinate Companion Loans will be serviced and administered in
accordance with the CSMC 2015-GLPA Trust and Servicing Agreement and the GLP Industrial Portfolio A Co-Lender Agreement.


 


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


 


The Starwood Capital
Extended Stay Portfolio Whole Loan consists of the Starwood Capital Extended Stay Portfolio Mortgage Loan and the Starwood Capital
Extended Stay Portfolio Companion Loans. The Starwood Capital Extended Stay Portfolio Mortgage Loan and the Starwood Capital Extended
Stay Portfolio Companion Loans are pari passu with each other. The Starwood Capital Extended Stay Portfolio Mortgage Loan
is part of the Trust Fund. The Starwood Capital Extended Stay Portfolio Companion Loans are not part of the Trust Fund. The Starwood
Capital Extended Stay Portfolio Mortgage Loan and the Starwood Capital Extended Stay Portfolio Companion Loans will be serviced
and administered in accordance with the CSAIL 2015-C3 Pooling and Servicing Agreement and the Starwood Capital Extended Stay Portfolio
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.


 



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


 


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


 


“AB Control
Appraisal Period”: With respect to any AB Subordinate Companion Loan relating to a Serviced AB Whole Loan, the period
during which (a)(i) the initial principal balance of the related AB Subordinate Companion Loan minus (ii) the sum of (x) any payments
of principal allocated to, and received on, the related AB Subordinate Companion Loan, (y) any Appraisal Reduction Amounts for
a Serviced AB Whole Loan that are allocated to the related AB Subordinate Companion Loan and (z) any losses realized with respect
to the related Mortgaged Property or Serviced AB Whole Loan that are allocated to the related AB Subordinate Companion Loan, is
less than (b) 25% of the remainder of the (i) initial principal balance of the related AB Subordinate Companion Loan less (ii)
any payments of principal allocated to, and received by, the holders of the related AB Subordinate Companion Loan.


 


“AB Intercreditor
Agreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and the holder of
the related Mortgage Loan, relating to the relative rights of such holders of the related AB Whole Loan, as the same may be further
amended in accordance with the terms thereof. For the avoidance of doubt, the GLP Industrial Portfolio B Intercreditor Agreement,
the Quaker Bridge Mall Intercreditor Agreement and the GLP Industrial Portfolio A Intercreditor Agreement are the only AB Intercreditor
Agreements related to the Trust.


 


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


 


“AB Mortgage
Loan”: A senior “A note” that is part of an AB Whole Loan and which is a Mortgage Loan that is part of the
Trust Fund. For the avoidance of doubt, each of the GLP Industrial Portfolio B Mortgage Loan, the Quaker Bridge Mall Mortgage Loan
and the GLP Industrial Portfolio A Mortgage Loan is an AB Mortgage Loan.


 


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


 


“AB Subordinate
Companion Loan”: With respect to any AB Whole Loan, the related companion loan evidenced by the related promissory note
made by the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included in the Trust
and which is subordinate in right of payment to the related AB Mortgage Loan to the


 



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extent set forth in the related Mortgage Loan
documents and as provided in the related Intercreditor Agreement. For the avoidance of doubt, each of the GLP Industrial Portfolio
B Subordinate Companion Loans, the Quaker Bridge Mall Subordinate Companion Loans and the GLP Industrial Portfolio A Subordinate
Companion Loans is an AB Subordinate Companion Loan.


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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).


 



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


 


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


 


“Applicable
Laws”: As defined in Section 8.15.


 


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


 


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


 


“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 Master Servicer (prior
to the occurrence of a Consultation Termination Event, in consultation with the Directing Certificateholder (only with respect
to any Mortgage Loan or Whole Loan other than an Excluded Loan), and, after the occurrence and during the continuance of a Control
Termination Event, in consultation with the Directing Certificateholder (only with respect to a Mortgage Loan or Whole Loan other
than an Excluded Loan) and the Operating Advisor and, after the occurrence and during the continuance of a Consultation Termination
Event, in consultation with the Operating Advisor), as of the first Determination Date that is at least ten (10) Business Days
following the date on which the Master Servicer receives from the Special Servicer the related Appraisal or the Special Servicer’s
valuation described below, equal to the excess of (a) the Stated Principal Balance of that Mortgage Loan or the Stated Principal
Balance of the applicable Serviced Whole Loan, as the case may be, over (b) the excess of (i) the sum of (A) 90% of the Appraised
Value of the related Mortgaged Property as determined (1) by one or more Appraisals obtained by the Special Servicer with respect
to any Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan,
as the case may be, with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which shall be paid
by the Master Servicer as an Advance) or (2) by an internal valuation performed by the Special Servicer with respect to any Mortgage
Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may
be, with an outstanding principal balance less than $2,000,000, minus, with respect to any Appraisals, such downward adjustments
as the Special Servicer may make (without implying any obligation to do so) based upon its review of the Appraisal and any other


 



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information it deems relevant and (B) all escrows, letters of credit and reserves in respect of such Mortgage Loan or Serviced
Whole Loan, as applicable, as of the date of calculation over (ii) the sum of, as of the Due Date occurring in the month of the
date of determination, (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest due
on such Mortgage Loan or Serviced Whole Loan, as the case may be, at a per annum rate equal to its Mortgage Rate (and, with respect
to any AB Whole Loan, including any accrued and unpaid interest on the related AB Subordinate Companion Loan), (B) all P&I
Advances on the related Mortgage Loan and all Servicing Advances on the related Mortgage Loan or Serviced Whole Loan, as applicable,
not reimbursed from proceeds of such Mortgage Loan or Serviced Whole Loan, as applicable, and interest thereon at the Reimbursement
Rate in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, and (C) all currently due and unpaid real estate taxes,
assessments, insurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including any
capitalized interest whether or not then due and payable) with respect to such Mortgage Loan or Serviced Whole Loan, as the case
may be (which taxes, premiums, ground rents and other amounts have not been the subject of an Advance by the Master Servicer, the
Special Servicer or the Trustee, as applicable); provided, however, without limiting the Special Servicer’s
obligation to use reasonable efforts to obtain such Appraisal or perform such valuation, if the Special Servicer has not obtained
an Appraisal or performed such valuation, as applicable, referred to above within sixty (60) days of the Appraisal Reduction Event
(or with respect to the Appraisal Reduction Events set forth in clauses (i) and (vi) of the definition of Appraisal
Reduction Event, within one hundred twenty (120) days (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 receipt by the Master Servicer of such appraisal or valuation. 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) and the related Appraisal
shall be promptly delivered by the Special Servicer to the Master Servicer, the Directing Certificateholder (but only prior to
the occurrence of a Consultation Termination Event), the Certificate Administrator and the Trustee. In connection with any Appraisal
Reduction Amount, the Special Servicer shall provide the Master Servicer with the information as set forth in Section 4.05(c)
within four (4) Business Days of its receipt of any such request. The Special Servicer will not calculate Appraisal Reduction Amounts.


 


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


 


Notwithstanding anything
herein to the contrary, the aggregate Appraisal Reduction Amount related to a Mortgage Loan or the related REO Property will be
reduced to


 



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zero as of the date on which such Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed from the
Trust or as otherwise set forth in Section 4.05(d).


 


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


 


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


 


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


 


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


 


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


 



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“Arbitration
Rules”: 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.


 


“Asset Representations
Reviewer”: Park Bridge Lender Services LLC, and its successors-in-interest.


 


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


 


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


 


“Asset Representations
Reviewer Asset Review Fee”: As defined in Section 12.02(b).


 


“Asset Representations
Reviewer Termination Event”: As defined in Section 12.05(a).


 


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


 


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


 


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


 


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


 


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


 


“Asset Review
Report Summary”: As defined in Section 12.01(b)(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


 



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are Delinquent Loans
or (2) at least 15 Mortgage Loans are Delinquent Loans as of the end of the applicable Collection Period and the outstanding
principal balance of such Delinquent Loans in the aggregate constitutes at least 20.0% of the aggregate outstanding principal balance
of all of the Mortgage Loans (including any REO Loans) (or a portion of any REO Loan in the case of a Whole Loan) held by the Trust
as of the end of the applicable Collection Period.


 


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


 


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


 


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


 


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


 


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


 


“Assumed Scheduled
Payment”: For any Collection Period and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan)
that is delinquent in respect of its Balloon Payment or any REO Mortgage Loan, an amount equal to the sum of (a) the principal
portion of the Periodic Payment that would have been due on such Mortgage Loan or REO Mortgage Loan 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 Mortgage Loan at the applicable Mortgage Rate (net of
interest at the Servicing Fee Rate and the related Non-Serviced Primary Servicing Fee Rate, if applicable).


 


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


 


“Available Funds”:
With respect to any Distribution Date, an amount equal to the sum of (without duplication):


 


(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


 



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


 


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


 


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


 


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


 


(iv)        with
respect to the Actual/360 Mortgage Loans and any Distribution Date relating to each Interest Accrual Period occurring in (1) each
February or (2) any January in a year that is not a leap year (in each case, unless the related Distribution Date is the final
Distribution Date), an amount equal to one (1) day of interest on the Stated Principal Balance of such Mortgage Loan immediately
following the Distribution Date in the month preceding the month in which the subject Distribution Date occurs at the related Mortgage
Rate to the extent such amounts are Withheld Amounts;


 


(v)         all
Excess Interest allocable to the Mortgage Loans (which is separately distributed to the Class Z Certificates);


 


(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;



 



     -14-


     

    

  


(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; and


 


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


 


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


 


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


 


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


 


“Bancorp”:
The Bancorp Bank, a Delaware state-chartered commercial bank, and its successors in interest.


 


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


 


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


 



     -15-


     

    

 


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.


 


“BNY Mellon”:
The Bank of New York Mellon, a New York banking corporation, and its successors in interest.


 


“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, Restricted Mezzanine Holder or any Borrower Party Affiliate.


 


“Borrower Party
Affiliate”: With respect to a borrower, a Mortgagor, a manager of a Mortgaged Property or a Restricted Mezzanine Holder,
(a) any other Person controlling or controlled by or under common control with such borrower, Mortgagor, manager or Restricted
Mezzanine Holder, as applicable, or (b) any other Person owning, directly or indirectly, 25% or more of the beneficial interests
in such borrower, Mortgagor, manager or Restricted Mezzanine Holder, 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.


 


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


 


“Business Day”:
Any day other than a Saturday, a Sunday or a day on which banking institutions in the City of New York, New York or the States
of Kansas or Ohio, 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.


 



     -16-


     

    

 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2016-C6, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


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


 


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


 


“Certificate
Administrator/Trustee Fee Rate”: A rate equal to 0.00790% per annum.


 


“Certificate
Administrator’s Website”: The Certificate Administrator’s Internet website, which shall initially be located
at www.ctslink.com.


 


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


 


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


 


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


 


“Certificate
Register” and “Certificate Registrar”: The register maintained and registrar appointed pursuant to
Section 5.03(a).


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register; provided,
however, that (1) solely for the purposes of


 



     -17-


     

    

 


giving any consent, approval, waiver or taking any action pursuant to this
Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer, the Special Servicer (including,
for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, the Depositor, the Operating
Advisor, a Borrower Party or any Affiliate of any of such Persons shall be deemed not to be outstanding (provided that notwithstanding
the foregoing, any Controlling Class Certificates owned by an Excluded Controlling Class Holder shall not be deemed to be outstanding
as to such Excluded Controlling Class Holder solely with respect to any related Excluded Controlling Class Loan; and provided,
further, that any Controlling Class Certificates owned by the Special Servicer or an Affiliate thereof shall not be deemed
to be outstanding as to the Special Servicer or such Affiliate solely with respect to any related Excluded Special Servicer Loan),
and (2) solely for the purposes of exercising any rights of a Certificateholder described under Section 2.03(k), any
Certificates beneficially owned by any Mortgage Loan Seller shall be deemed not to be outstanding, and, in the case of either (1)
or (2), the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage
of Voting Rights necessary to effect any such consent, approval, waiver, take any such action or exercise any such rights has been
obtained; provided, however, that notwithstanding the foregoing, for purposes of exercising any rights it may have
solely as a member of the Controlling Class, any Controlling Class Certificate owned by an Excluded Controlling Class Holder shall
be deemed not to be outstanding as to such Holder solely with respect to any related Excluded Controlling Class Loan; and provided,
further, that for purposes of obtaining the consent of Certificateholders to an amendment of this Agreement, any Certificate
beneficially owned by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Certificate
Administrator or any of their Affiliates shall be deemed to be outstanding, provided that if such amendment relates to the
termination, increase in compensation or material reduction of obligations of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Operating Advisor or the Certificate Administrator or any of their Affiliates, then such Certificate so owned
shall be deemed not to be outstanding; and provided, further, that such restrictions shall not apply to (i) the exercise
of the rights of the Special Servicer, the Master Servicer or any of their Affiliates as a member of the Controlling Class (but
not with respect to any Excluded Controlling Class Loan with respect to which such party is an Excluded Controlling Class Holder)
or (ii) solely for purposes of accessing information, any Affiliate of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Operating Advisor or the Certificate Administrator that has provided an Investor Certification in which it has
certified as to the existence of certain policies and procedures restricting the flow of information between it and the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Certificate Administrator, as applicable.
The Trustee and the Certificate Administrator shall each be entitled to request and rely upon a certificate of the Master Servicer,
the Special Servicer or the Depositor in determining whether a Certificate is registered in the name of an Affiliate of such Person.
All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners
as they may indirectly exercise such rights through the Depository and the Depository Participants, except as otherwise specified
herein; provided, however, that the parties hereto shall be required to recognize as a “Holder” or “Certificateholder”
only the Person in whose name a Certificate is registered in the Certificate Register. The Trustee shall be the Holder of the Lower-Tier
Regular Interests for the benefit of the Certificateholders.


 






     -18-


     

    

 


“Certificateholder
Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer or the
Asset Representations Reviewer pursuant to Section 7.01(d) and Section 12.05 (other than as a result of
the replacement of the Special Servicer at the recommendation of the Operating Advisor), the Holders of Certificates evidencing
at least 75% of the aggregate Voting Rights (taking into account the application of Realized Losses and, other than with respect
to the termination of the Asset Representations Reviewer, the application of any Appraisal Reduction Amounts to notionally reduce
the Certificate Balance of the Certificates) of all Principal Balance Certificates on an aggregate basis.


 


“Certificateholder
Repurchase Request”: As defined in Section 2.03(k)(i).


 


“Certification
Parties”: As defined in Section 11.06.


 


“Certification
Party”: Any one of the Certification Parties.


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 


“Class”:
With respect to any Certificates or Lower-Tier Regular Interests, all of the Certificates bearing the same alphabetical (and, if
applicable, numerical) Class designation, each designated Lower-Tier Regular Interest.


 


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


 


“Class A-1 Certificate”:
A Certificate designated as “Class A-1” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-1 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 1.4930%.


 


“Class A-2 Certificate”:
A Certificate designated as “Class A-2” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-2 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.6619%.


 


“Class A-3 Certificate”:
A Certificate designated as “Class A-3” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-3 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.9562%.


 



     -19-


     

    

 


“Class A-4 Certificate”:
A Certificate designated as “Class A-4” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-4 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.8233%.


 


“Class A-5 Certificate”:
A Certificate designated as “Class A-5” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-5 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.0898%.


 


“Class A-S Certificate”:
A Certificate designated as “Class A-S” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-S Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.3464%.


 


“Class A-SB
Certificate”: A Certificate designated as “Class A-SB” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-SB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.9599%.


 


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


 


“Class B
Certificate”: A Certificate designated as “Class B” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class B Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 3.9239% and (ii) the
Weighted Average Net Mortgage Rate for such Distribution Date.


 


“Class C
Certificate”: A Certificate designated as “Class C” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class C Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate
for such Distribution Date.


 






     -20-


     

    

 


“Class D Certificate”:
A Certificate designated as “Class D” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class D Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate
for such Distribution Date.


 


“Class E Certificate”:
A Certificate designated as “Class E” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class E Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage
Rate for such Distribution Date less 1.0000%, but not less than 0.0000%.


 


“Class F Certificate”:
A Certificate designated as “Class F” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class F Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage
Rate for such Distribution Date less 1.0000%, but not less than 0.0000%.


 


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


 


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


 


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


 


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


 


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


 






     -21-


     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class LNR
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original 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-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 






     -22-


     

    

 


“Class NR Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage
Rate for such Distribution Date less 1.0000%, but not less than 0.0000%.


 


“Class R Certificate”:
A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-2 hereto, and evidencing
the sole class of “residual interest” in each Trust REMIC for purposes of the REMIC Provisions.


 


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


 


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


 


“Class X-A
Certificate”: A Certificate designated as “Class X-A” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class X-A
Notional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A Certificates.


 


“Class X-A
Pass-Through Rate”: The Pass-Through Rate for Class X-A Certificates for any Distribution Date will equal the excess,
if any, of (a) the Weighted Average Net Mortgage Rate for such Distribution Date, over (b) the weighted average of the Pass-Through
Rates on the respective Classes of the Class A Certificates for such Distribution Date, weighted on the basis of their respective
Certificate Balances immediately prior to such Distribution Date. The Pass-Through Rate applicable to the Class X-A Certificates
for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


“Class X-B
Certificate”: A Certificate designated as “Class X-B” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


“Class X-B Pass-Through
Rate”: The Pass-Through Rate for Class X-B Certificates for any Distribution Date will equal the excess, if any, of (a)
the Weighted Average Net Mortgage Rate for such Distribution Date, over (b) the Pass-Through Rate of the Class B Certificates for
such Distribution Date. The Pass-Through Rate applicable to the Class X-B Certificates for the initial Distribution Date shall
be the rate set forth in the Preliminary Statement hereto.


 


“Class X-D
Certificate”: A Certificate designated as “Class X-D” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 






     -23-


     

    

 


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


 


“Class X-D
Pass-Through Rate”: With respect to any Distribution Date, a fixed per annum rate equal to 0.0000%.


 


“Class X-E
Certificate”: A Certificate designated as “Class X-E” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


“Class X-E Pass-Through
Rate”: With respect to any Distribution Date, a fixed per annum rate equal to 1.0000%.


 


“Class X-F
Certificate”: A Certificate designated as “Class X-F” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


“Class X-F
Pass-Through Rate”: With respect to any Distribution Date, a fixed per annum rate equal to 1.0000%.


 


“Class X-NR
Certificate”: A Certificate designated as “Class X-NR” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


“Class X-NR
Pass-Through Rate”: With respect to any Distribution Date, a fixed per annum rate equal to 1.0000%.


 


“Class Z
Certificate”: A Certificate designated as “Class Z” on the face thereof, in the form of Exhibit A-3
hereto, and evidencing an undivided beneficial interest in the Grantor Trust.


 


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


 


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


 


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


 






     -24-


     

    

 


“Closing Date”:
May 26, 2016.


 


“CMBS”:
Commercial mortgage-backed securities.


 


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


 


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


 


With respect to any Collateral
Deficiency Amount calculated for purposes of determining the existence and identity of the Controlling Class pursuant to Section
4.05(a) hereof, the Appraised Value for the related Mortgaged Property determined in connection with this definition shall
be determined on an “as-is” basis. The Special Servicer shall not calculate any Collateral Deficiency Amount.


 


“Collection
Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a)
on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “KeyBank National Association,
as Master Servicer on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of
CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C6”. 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


 



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attributed
to such Companion Loan and shall not be an asset of the Trust or any Trust REMIC formed hereunder.


 


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


 


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


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion Distribution
Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying
Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be entitled “KeyBank
National Association [or name of successor master servicer], as Companion Paying Agent, for the benefit of the Companion Holders
of the Companion Loans, relating to the CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2016-C6, 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.


 


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


 






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“Compensating
Interest Payments”: An amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment
Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage Loans (other
than the Non-Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan (in each case other than a Specially Serviced
Loan or any Mortgage Loan or related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a
date other than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that portion
of the Master Servicer’s Servicing Fees for such Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari
Passu Companion Loan and REO Loan for which Servicing Fees are being paid for such Collection Period, calculated at a rate of 0.0025%
per annum, and (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with
respect to the Mortgage Loans (and, so long as a Serviced Whole Loan is serviced hereunder, the related Serviced Pari Passu Companion
Loan) subject to such prepayment. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment
Interest Shortfalls be cumulative. However, if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result
of the Master Servicer’s allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the
terms of the related Mortgage Loan documents regarding Principal Prepayments (other than (V) a Non-Serviced Mortgage Loan, (W)
subsequent to a default under the related Mortgage Loan documents or if the Mortgage Loan is a Specially Serviced Loan, (X) pursuant
to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such Principal
Prepayment in accordance with the Servicing Standard, (Y) at the request or with the consent of the Special Servicer or, so long
as no Control Termination Event has occurred and is continuing, and only with respect to Mortgage Loans other than Excluded Loans,
the Directing Certificateholder or (Z) in connection with the payment of any Insurance and Condemnation Proceeds), then for purposes
of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard
to clause (ii) above, the aggregate amount of Prepayment Interest Shortfalls with respect to such Mortgage Loan, otherwise
described in clause (i) above in connection with such Prohibited Prepayments.


 


For the avoidance of
doubt, Compensating Interest Payments with respect to the Serviced Whole Loan shall be allocated among the related Mortgage Loan
and the related Serviced Pari Passu Companion Loan(s), pro rata, in accordance with their respective principal balances.


 


“Consultation
Termination Event”: At any date at which (i) no Class of Control Eligible Certificates exists where such Class’s
aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without
regard to the application of any Cumulative Appraisal Reduction Amounts or (ii) a Holder of the Class E Certificates
is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights
of the Controlling Class Certificateholder, and such rights have not been reinstated to a successor Controlling Class Certificateholder
pursuant to Section 3.23(l); provided that no Consultation Termination Event resulting solely from the operation
of clause (ii) shall be deemed to have existed or be in continuance with respect to a successor Holder of Class E 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 



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all Classes of Principal Balance Certificates other than the Control Eligible Certificates have been reduced to zero.


 


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


 


“Control Termination
Event”: The occurrence of (i) 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) being reduced to less than 25% of the Original Certificate Balance of such Class or (ii) a Holder of the Class E Certificates
becoming the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of
the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor Controlling Class
Certificateholder pursuant to Section 3.23(l); provided that a Control Termination Event shall not be deemed
to be continuing in the event the Certificate Balances of all Classes of Principal Balance Certificates other than the Control
Eligible Certificates have been reduced to zero.


 


“Controlling
Class”: As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has a then aggregate Certificate Balance as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to
such Class in accordance with Section 4.05(a), at least equal to 25% of the Original Certificate Balance of that Class;
provided that if at any time the Certificate Balances of the Certificates other than the Control Eligible Certificates have
been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, then the Controlling Class will
be the most subordinate class among the Control Eligible Certificates that has an aggregate Certificate Balance greater than zero
without regard to any Cumulative Appraisal Reduction Amounts. The Controlling Class as of the Closing Date will be the Class NR
Certificates.


 


“Controlling
Class Certificateholders”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class
as determined by the Certificate Registrar, from time to time, upon request by any party hereto. The Trustee, the Master Servicer,
the Special Servicer or the Operating Advisor may from time to time request (the cost of which being an expense of the Trust) that
the Certificate Administrator provide a list of the Holders (or Certificate Owners, if applicable) of the Controlling Class and
the Certificate Administrator shall promptly provide such list without charge to such Trustee, Master Servicer, Operating Advisor
or Special Servicer, as applicable. The Trustee, Master Servicer, the Special Servicer and the Operating Advisor shall be entitled
to rely on any such list so provided.


 


“Corporate Trust
Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular
time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution
of this Agreement is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Center, Sixth Street and
Marquette Avenue, Minneapolis, Minnesota 55479-0113, Attention: CSAIL 2016-C6; and (ii) with respect to the Trustee at 9062 Old
Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services, CSAIL 2016-C6; and (iii) for all other purposes,
to the Certificate Administrator at 9062 Old Annapolis Road, Columbia, Maryland


 



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21045-1951, Attention: Corporate Trust Services
(CMBS) CSAIL 2016-C6, telecopy number (410) 715-2380.


 


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


 


“CREFC®”:
The Commercial Real Estate Finance Council®, or any successor organization reasonably acceptable to the Certificate
Administrator, the Master Servicer, the Special Servicer and, prior to the occurrence and continuance of a Control Termination
Event, the Directing Certificateholder.


 


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


 


“CREFC®

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


 


“CREFC®

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


 


“CREFC®

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


 


“CREFC®

Comparative Financial Status Report”: The monthly report in “Comparative Financial Status Report” format
substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the
presentation of


 



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such information as may be approved from time to time by the CREFC® for commercial mortgage securities
transactions generally.


 


“CREFC®

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


 


“CREFC®

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


 


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


 


“CREFC®

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


 


“CREFC®

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


 


“CREFC®

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


 


“CREFC®

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


 


“CREFC®

Interest Shortfall Reconciliation Template”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Interest


 






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Shortfall Reconciliation Template” available and effective from time
to time on the CREFC® Website.


 


“CREFC®

Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time as the
“CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor Reporting
Package contains seven electronic files ((1) CREFC® Loan Setup File, (2) CREFC® Loan Periodic
Update File, (3) CREFC® Property File, (4) CREFC® Bond Level File, (5) CREFC®
Collateral Summary File, (6) CREFC® Financial File and (7) CREFC® Special Servicer Loan
File) and nine surveillance reports ((1) CREFC® Servicer Watch List, (2) CREFC® Delinquent
Mortgage Loan Status Report, (3) CREFC® REO Status Report, (4) CREFC® Comparative Financial
Status Report, (5) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (6) CREFC®
Operating Statement Analysis Report, (7) CREFC® NOI Adjustment Worksheet, (8) CREFC® Loan
Level Reserve/LOC Report and (9) with respect to Mortgage Loans that have a Companion Loan, the CREFC® Total Loan
Report). In addition, the CREFC® Investor Reporting Package shall include the CREFC® Advance Recovery
Report. In addition, the CREFC® Investor Reporting Package shall include the following nine templates: (1) CREFC®
Appraisal Reduction Amount Template, (2) CREFC® Servicer Realized Loss Template, (3) CREFC® Reconciliation
of Funds Template, (4) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template, (5) CREFC®
Historical Liquidation Loss Template, (6) CREFC® Interest Shortfall Reconciliation Template, (7) CREFC®
Loan Modification Report, (8) CREFC® Loan Liquidation Report and (9) CREFC® REO Liquidation Report.
The CREFC® Investor Reporting Package shall be substantially in the form of, and containing the information called
for in, the downloadable forms of the “CREFC® IRP” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information or reports as may
from time to time be approved by the CREFC® for commercial mortgage backed securities transactions generally. For
the purposes of the production of the CREFC® 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.


 






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“CREFC®

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


 


“CREFC®

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


 


“CREFC®

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


 


“CREFC®

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


 


“CREFC®

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


 


“CREFC®

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


 


“CREFC®

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


 


“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


 



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may from time
to time be recommended by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®

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


 


“CREFC®

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


 


“CREFC®

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


 


“CREFC®

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


 


“CREFC®

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


 


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


 


“CREFC®

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


 


“Cross-Over
Date”: The first Distribution Date on which the Certificate Balances of the Subordinate Certificates have (calculated
without giving effect to the Principal Distribution Amount on such Distribution Date) all previously been reduced to zero as a
result of the allocation of Realized Losses to such Certificates.


 






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


 


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


 


“Crossed Underlying
Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not all) of the
Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed Mortgage Loan
Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying Loans” and
the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the “remaining
Crossed Underlying Loans”) (i) the weighted average Debt Service Coverage Ratio for all the remaining Crossed Underlying
Loans for the four most recently reported calendar quarters preceding the repurchase or substitution shall not be less than the
greater of (a) the weighted average Debt Service Coverage Ratio for the entire such Crossed Mortgage Loan Group, including
the affected Crossed Underlying Loan(s), for the four most recently reported calendar quarters preceding the repurchase or substitution,
and (b) 1.25x, (ii) the weighted average LTV Ratio for all the remaining Crossed Underlying Loans determined at the time
of repurchase or substitution based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan
Seller shall not be greater than the least of (a) the weighted average LTV Ratio for the entire such Crossed Mortgage Loan
Group, including the affected Crossed Underlying Loan(s), determined at the time of repurchase or substitution based upon an Appraisal
obtained by the Special Servicer at the expense of the related Mortgage Loan Seller, (b) the weighted average LTV Ratio for
the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), as of the Cut-off Date and (c) 75%,
(iii) the related Mortgage Loan Seller, at its expense, shall have furnished the Trustee and the Certificate Administrator
with an Opinion of Counsel that any modification relating to the repurchase or substitution of a Crossed Underlying Loan shall
not cause an Adverse REMIC Event to occur, (iv) the related Mortgage Loan Seller causes the affected Crossed Underlying Loan
to become not cross-collateralized and cross-defaulted with the remaining related Crossed Underlying Loans prior to such repurchase
or substitution or otherwise forbears from exercising enforcement rights against the Primary Collateral for any Crossed Underlying
Loan(s) remaining in the Trust (while the Trust forbears from exercising enforcement rights against the Primary Collateral for
the Mortgage Loan removed from the Trust) and (v) (other than with respect to any Excluded Loan) unless a Control Termination
Event has occurred and is continuing, the Directing Certificateholder shall have consented to the repurchase or substitution of
the affected Crossed Underlying Loan, which consent shall not be unreasonably withheld, conditioned or delayed.


 


“CSAIL 2015-C3
Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of August 1, 2015, among Credit Suisse
First Boston Mortgage Securities


 



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Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator,
Wells Fargo Bank, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor, entered into in connection
with the issuance of the Commercial Mortgage Pass-Through Certificates, Series 2015-C3.


 


“CSMC 2015-GLPA
Trust and Servicing Agreement”: The trust and servicing agreement, dated as of December 15, 2015, among Credit Suisse
First Boston Mortgage Securities Corp., as depositor, KeyBank National Association, as master servicer, AEGON USA Realty Advisors,
LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, and Wells Fargo Bank, National
Association, as trustee, entered into in connection with the issuance of the Commercial Mortgage Pass-Through Certificates, Series
2015-GLPA.


 


“CSMC 2015-GLPB
Trust and Servicing Agreement”: The trust and servicing agreement, dated as of December 22, 2015, among Credit Suisse
First Boston Mortgage Securities Corp., as depositor, KeyBank National Association, as master servicer, AEGON USA Realty Advisors,
LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, and Wells Fargo Bank, National
Association, as trustee, entered into in connection with the issuance of the Commercial Mortgage Pass-Through Certificates, Series
2015-GLPB.


 


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


 


“Custodial Exception
Report”: As defined in Section 2.02(b).


 


“Custodian”:
A Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage
Files, which Person shall not be the Depositor, any of the Mortgage Loan Sellers or an Affiliate of any of them. The Certificate
Administrator shall be the initial Custodian. Wells Fargo Bank, National Association will perform its duties as Custodian hereunder
through its Document Custody division.


 


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


 


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


 


“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


 



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


 


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


 


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


 


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


 


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


 


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


 


“Deficient Exchange
Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Custodian, the Certificate Administrator, the Trustee and each Servicing Function Participant and Additional Servicer
retained by it (other than an Initial Sub-Servicer), any item (x) regarding such party, (y) prepared by such party or any registered
public accounting firm, attorney or other agent retained by such party to prepare such information and (z) delivered by or on behalf
of such party pursuant to the delivery requirements under Article XI of this Agreement that does not conform 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


 



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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 and any Certificate issued pursuant to Sections 5.02(c) and (d) shall be Definitive Certificates.


 


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


 


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


 


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


 


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


 


“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;


 






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


 


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


 


(8)          legal
description of the related Mortgaged Property;


 


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


 


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


 


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


 


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


 


(13)        the
related Mortgagor tax ID;


 


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


 


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


 


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


 


“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
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 June 2016.


 


“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


 



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further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note
has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy
of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(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


 



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agreements or any notice to the franchisor
of the transfer of a Mortgage Loan or Serviced Whole Loan and a request for confirmation that the Trust is a beneficiary of such
comfort letter or other agreement, or for the issuance of a new comfort letter in favor of the Trust, as the case may be;


 


(xii)        any
lock-box or cash management agreement relating to a Mortgage Loan or a Serviced Whole Loan;


 


(xiii)       all
related environmental reports; and


 


(xiv)       all
related environmental insurance policies;


 


(b)          a
copy of any engineering reports or property condition reports;


 


(c)          other
than with respect to a hotel property (except with respect to tenanted commercial space within a hotel property), copies of a rent
roll;


 


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


 


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


 


(f)          a
copy of all Mortgagor’s certificates of hazard insurance and/or hazard insurance policies or other applicable insurance policies
(to the extent not previously included as part of this definition), 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;


 






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(n)          a
copy of all UCC searches;


 


(o)          a
copy of all litigation searches;


 


(p)          a
copy of all bankruptcy searches;


 


(q)          a
copy of the origination settlement statement;


 


(r)          a
copy of any Insurance Consultant Report;


 


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


 


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


 


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


 


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


 


in each case, to the
extent that the originator received such documents or information in connection with the origination of such Mortgage Loan. In
the event any of the items identified above were not included or obtained in connection with the origination of such Mortgage Loan,
the Diligence File shall include a statement to that effect; provided that no information that is proprietary to the related
originator or Mortgage Loan Seller or any draft documents or privileged or internal communications shall constitute part of the
Diligence File. It is not required to include any of the same items identified above again if such items have already been included
under another clause of the definition of “Diligence File”, and the Diligence File shall include a statement to that
effect. The Mortgage Loan Seller may, without any obligation to do so, include such other documents or information as part of the
Diligence File that such Mortgage Loan Seller believes should be included to enable the Asset Representations Reviewer to perform
the Asset Review on such Mortgage Loan; provided that such documents or information are clearly labeled and identified.


 


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


 


“Directing Certificateholder”:
The initial Directing Certificateholder shall be Torchlight Investors, LLC. Thereafter, the Directing Certificateholder shall be
the Controlling Class Certificateholder (or a representative thereof) selected by more than 50% of the Controlling Class Certificateholders,
(by Certificate Balance, as determined by the Certificate Registrar from time to time); provided, however, that (i) absent
that selection, or (ii) until a Directing Certificateholder is so selected or (iii) upon receipt of a notice from a majority
of the Controlling Class Certificateholders, by Certificate Balance, that a Directing Certificateholder is no longer designated,
the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or a representative
thereof) will be the Directing Certificateholder; provided, however, that, in the case of clause (iii), in
the event that no one Holder owns the largest aggregate Certificate Balance of the Controlling Class, (i) then there will


 



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be no
Directing Certificateholder until appointed in accordance with the terms of this Agreement and (ii) the Certificate Administrator
and the other parties hereto shall be entitled to assume that the identity of the Directing Certificateholder has not changed until
such parties receive written notice of a replacement of the Directing Certificateholder from a party holding the requisite interest
in the Controlling Class (as confirmed by the Certificate Registrar), or the resignation of the then-current Directing Certificateholder.
After the occurrence and during the continuance of a Control Termination Event, the Directing Certificateholder shall only
retain its consultation rights to the extent specifically provided 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) hereof and a new Directing Certificateholder is appointed in accordance with the terms hereof.


 


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


 


“Disclosable
Special Servicer Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related
Serviced Companion Loan (including any related REO Property), any compensation and other remuneration (including, without limitation,
in the form of commissions, brokerage fees, or rebates, or as a result of any other fee-sharing arrangement) received or retained
by the Special Servicer or any of its Affiliates that 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.


 






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


 


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


 


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


 


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


 


“Disqualified
Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the United
States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing,
(iii) any organization (other than certain farmers’ cooperatives described in Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated
business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to the Class
R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (iv) rural electric
and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership,”
as defined in Section 775 of the Code and (vi) any other Person so designated by the Trustee or the Certificate Administrator
based upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator (at no expense to the Trustee or the
Certificate Administrator) that the holding of an Ownership Interest in a Class R Certificate by such Person may cause any Trust
REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding or any Person having an Ownership Interest
in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would
not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms “United
States,” “State” and “international organization” shall have the meanings set forth in Section 7701
of the Code or successor provisions.


 


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


 


“Distribution
Date”: The fourth (4th) Business Day following each Determination Date, beginning in June 2016. The initial Distribution
Date shall be June 17, 2016.


 






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


 


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


 


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


 


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


 


“EDGAR”:
As defined in Section 11.03.


 


“EDGAR-Compatible
Format”: Any format compatible with EDGAR, including HTML, Word or clean, searchable PDFs.


 


“Eligible Account”:
Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee or the Certificate Administrator), (A) the long -term unsecured debt obligations of
which are rated at least “A2” by Moody’s, if the deposits are to be held in such account for thirty (30) days
or more, and the short-term debt obligations of which have a short-term rating of not less than “P-1” by Moody’s,
if the deposits are to be held in such account for less than thirty (30) days, or (B) the long-term unsecured debt obligations
of which are rated at least “AA-” by Fitch, if the deposits are to be held in such account for thirty (30) days or
more or “A” by Fitch so long as the short-term debt obligations have a short-term rating of not less than “F1”
by Fitch, if the deposits are to be held in such account for less than thirty (30) days; (ii) an account or accounts maintained
with Wells Fargo Bank, National Association so long as Wells Fargo Bank, National Association’s long-term unsecured debt
rating shall be at least “A2” by Moody’s (if the deposits are to be held in the account for more than thirty
(30) days) and “A” by Fitch (if the deposits are to be held in the account for more than thirty (30) days) or Wells
Fargo Bank, National Association’s short-term deposit or short-term unsecured debt rating shall be at least “P-1”
by Moody’s (if the deposits are to be held in the account for thirty (30) days or less) and “A” by Fitch (if
the deposits are to be held in the account for thirty (30) days or less); (iii) an account or accounts maintained with KeyBank
National Association so long as KeyBank National Association’s (a) long-term unsecured debt rating or deposit account rating
shall be at least “A2” by Moody’s and “A-” by Fitch if the deposits are to be held in the account
for more than 30 days


 



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or (b) short-term deposit account or short-term unsecured debt rating shall be at least “P-1”
by Moody’s and “F-1” by Fitch if the deposits are to be held in the account for 30 days or less; (iv) 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” by Moody’s and “A” by
Fitch 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);
(v) 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) – (iv) 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; or (vi) 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 such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25), which account may be an account maintained by or with the Certificate Administrator,
the Trustee, the Master Servicer or the Special Servicer. 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 not affiliated with) a Sponsor, a Mortgage Loan Seller, any originator,
the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder
or any of their respective Affiliates, (d) has not performed (and is not affiliated with any party hired to perform) any due diligence,
loan underwriting, brokerage, borrower advisory or similar services with respect to any Mortgage Loan or any related Companion
Loan prior to the Closing Date for or on behalf of any Sponsor, any Mortgage Loan Seller, any Underwriter, any party to this Agreement
or the Directing Certificateholder or any of their respective Affiliates, or have been paid any fees, compensation or other remuneration
by any of them in connection with any such services, and (e) that does not directly or indirectly, through one or more Affiliates
or otherwise, own any interest in any Certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion
Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in
fees from its role as Asset Representations Reviewer (or as Operating Advisor, if applicable).


 






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“Eligible Operating
Advisor”: An institution (a) that is a special servicer or operating advisor on a commercial mortgage-backed securities
transaction rated by Moody’s, Fitch and/or Morningstar (including, in the case of the Operating Advisor, this transaction)
but has not been special servicer or operating advisor on a transaction for which any Rating Agency has qualified, downgraded
or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing or other relevant
concerns with the special servicer or operating advisor, as applicable, as the sole or a material factor in such rating action;
(b) that can and will make the representations and warranties of the Operating Advisor set forth in Section 6.01(c)
of this Agreement; (c) that is not (and is not affiliated with) the Depositor, the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, a Mortgage Loan Seller, the Directing Certificateholder, or a depositor, a trustee,
a certificate administrator, a master servicer or a special servicer with respect to the securitization of a Companion Loan, or
any of their respective Affiliates; and (d) that has not been paid by any Special Servicer or successor Special Servicer any fees,
compensation or other remuneration (x) in respect of its obligations hereunder or (y) for the appointment or recommendation for
replacement of a successor Special Servicer to become the Special Servicer.


 


“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)(i) of this Agreement.


 


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


 


“Environmental
Indemnity Agreement”: With respect to any Mortgage Loan, any agreement between the Mortgagor (or a guarantor thereof)
and the originator of such Mortgage Loan relating to the Mortgagor’s obligation to remediate or monitor or indemnify for
any environmental problems relating to the related Mortgaged Property.


 


“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.


 


“ERISA Restricted
Certificate”: Any Certificate (other than a Class R or Class Z Certificate) that does not meet the requirements of Prohibited
Transaction Exemption 89-90 (as such exemption may be amended from time to time) as of the date of the acquisition of such Certificate
by a Plan. As of the Closing Date, each of the Class 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.


 



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


 


“Excess Interest
Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts (or as
a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wells Fargo Bank, National
Association, as Trustee, and the registered Holders of CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2016-C6, Class Z – Excess Interest Distribution Account”, and which must be an Eligible Account
(or a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely for the benefit of the
Holders of the Class Z Certificates. The Excess Interest Distribution Account shall not be an asset of any Trust REMIC, but rather
shall be an asset of the Grantor Trust.


 


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


 


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


 



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of the related modification, extension, waiver or amendment (after giving effect to such modification, extension,
waiver or amendment) and (ii) $25,000.


 


“Excess Prepayment
Interest Shortfall”: The aggregate of any Prepayment Interest Shortfalls resulting from any principal prepayments made
on the Mortgage Loans to be included in the Available Funds for any Distribution Date that are not covered by the Master Servicer’s
Compensating Interest Payment for the related Distribution Date and the portion of the compensating interest payments allocable
to the Non-Serviced Mortgage Loans to the extent received from the Non-Serviced Master Servicer.


 


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


 


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


 


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Loan and/or Excluded Loan, the Directing Certificateholder
or any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class
Loan and/or Excluded Loan. Immediately upon obtaining actual knowledge of the Directing Certificateholder or any Controlling Class
Certificateholder becoming an “Excluded Controlling Class Holder”, such Directing Certificateholder or Controlling
Class Certificateholder, as applicable, shall provide notice in the form of Exhibit P-1E hereto to the Master Servicer,
the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator, which notice shall be physically delivered
in accordance with Section 13.05 of this Agreement and shall specifically identify the Excluded Controlling Class Holder
and identifying the related Mortgage Loan, specifying whether it is (A) an Excluded Controlling Class Loan or (B) both an Excluded
Loan and an Excluded Controlling Class Loan. Additionally, any Excluded Controlling Class Holder shall also send to the Certificate
Administrator a notice substantially in the form of Exhibit P-1F hereto, which notice shall provide each of the CTSLink
User ID associated with such Excluded Controlling Class Holder, and which notice shall direct the Certificate Administrator to
restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s Website as and to the extent
provided in this Agreement. As of the Closing Date, there are no Excluded Controlling Class Holders related to this Trust.


 


“Excluded Controlling
Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Directing Certificateholder
or any Controlling Class Certificateholder is a Borrower Party. For the avoidance of doubt, if a Mortgage Loan or Whole Loan is
not an Excluded Controlling Class Loan, such Mortgage Loan or Whole Loan is also not an Excluded Loan. As of the Closing Date,
there are no Excluded Controlling Class Loans related to the Trust.


 


“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


 



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related to Specially
Serviced Loans conducted by a Special Servicer or any Excluded Special Servicer and which may include any Operating Advisor reports
delivered to the Certificate Administrator regarding a Special Servicer’s net present value determination or any Appraisal
Reduction Amount calculations delivered pursuant to Section 3.26(d) and Section 3.26(e), and any Officer’s
Certificates delivered by the Trustee, the Master Servicer or the Special Servicer, supporting any determination that any Advance
was (or, if made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded Information
by the Special Servicer, the Master Servicer or the Operating Advisor, as applicable, but in each case other than information with
respect to such Excluded Controlling Class Loan that is aggregated with information of other Mortgage Loans at a pool level. For
the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC®
IRP) (other than the CREFC® Special Servicer Loan File relating to any Excluded Controlling Class Loan) shall not
be considered “Excluded Information”. Each of the Master Servicer, the Special Servicer or the Operating Advisor shall
deliver any Excluded Information to the Certificate Administrator in accordance with Section 3.33 hereof. For the avoidance
of doubt, the Certificate Administrator’s obligation to segregate any information delivered to it under the “Excluded
Information” tab on the Certificate Administrator’s Website shall be triggered solely by such information being delivered
in the manner provided in Section 3.33 hereof.


 


“Excluded Loan”:
Any Mortgage Loan or Whole Loan if, as of any date of determination, the Directing Certificateholder or the Holder of the majority
of the Controlling Class is a Borrower Party. For the avoidance of doubt, any Excluded Loan is also an Excluded Controlling Class
Loan. As of the Closing Date, there are no Excluded Loans related to the Trust.


 


“Excluded Special
Servicer”: With respect any Excluded Special Servicer Loan, a special servicer that is not a Borrower Party and satisfies
all of the eligibility requirements applicable to the Special Servicer set forth in Section 7.01(g). As of the Closing
Date, there are no Excluded Special Servicers related to this Trust.


 


“Excluded Special
Servicer Information”: With respect to any Excluded Special Servicer Loan, any information solely related to such Excluded
Special Servicer Loan and/or the related Mortgaged Properties, which shall include the Asset Status Reports, Final Asset Status
Reports (or summaries thereof), any Operating Advisor reports to the Certificate Administrator regarding an Excluded Special Servicer’s
net present value determination, any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(d)
and Section 3.26(e), and any Officer’s Certificates delivered by the Master Servicer or the applicable Excluded
Special Servicer supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other
information and reports designated as Excluded Special Servicer Information by the applicable Excluded Special Servicer, the Master
Servicer or the Operating Advisor, as applicable. For the avoidance of doubt, any file or report contained in the CREFC®
Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating
to any Excluded Special Servicer Loan) shall not be considered “Excluded Special Servicer Information”.


 


“Excluded Special
Servicer Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Special Servicer
is a Borrower Party. For


 



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the avoidance of doubt, there are no Excluded Special Servicer Loans related to the Trust as of the Closing
Date.


 


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


 


“Fannie Mae”:
Federal National Mortgage Association or any successor thereto.


 


“FDIC”:
Federal Deposit Insurance Corporation or any successor thereto.


 


“Final Asset
Status Report”: With respect to any Specially Serviced Loan, each related Asset Status Report, together with such other
data or supporting information provided by the Special Servicer to the Directing Certificateholder which does not include any communication
(other than the related Asset Status Report) between the Special Servicer and Directing Certificateholder with respect to such
Specially Serviced Loan; provided that, with respect to any Mortgage Loan other than an Excluded Loan, so long as a Control
Termination Event has not occurred and is not continuing, no Asset Status Report shall be considered to be a Final Asset Status
Report unless the Directing Certificateholder has either finally approved of and consented to the actions proposed to be taken
in connection therewith, or has exhausted all of its rights of approval and consent pursuant to Section 3.19, or has
been deemed to have approved or consented to such action or the Asset Status Report is otherwise implemented by the Special Servicer
in accordance with this Agreement.


 


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


 


“Final Recovery
Determination”: A reasonable determination by the Special Servicer, in consultation with the Directing Certificateholder
if related to a Mortgage Loan other than an Excluded Loan and made prior to the occurrence of a Consultation Termination Event,
with respect to any Defaulted Loan (and, if applicable, any defaulted Companion Loan) or Corrected Loan or REO Property (other
than a Mortgage Loan or REO Property, as the case may be, that was purchased by (i) any of the Mortgage Loan Sellers pursuant
to Section 6 of the applicable Mortgage Loan Purchase Agreement, (ii) the Special Servicer or other person pursuant to
Section 3.16(b), any Companion Holder or any mezzanine lender pursuant to Section 3.16 or (iii) the
Master Servicer, Special Servicer, the Holders of the Controlling Class, or the Holders of the Class R Certificates pursuant to
Section 9.01) that there has been a recovery of all Insurance and Condemnation Proceeds, Liquidation Proceeds, REO
Revenue and other payments or recoveries that, in the Special Servicer’s judgment, which judgment was exercised without regard
to any obligation of the Special Servicer to make payments from its own funds pursuant to Section 3.07(b), will ultimately
be recoverable. With respect to all Mortgage Loans other than Excluded Loans, prior to the occurrence and continuance of any Control
Termination Event, the Directing Certificateholder shall have ten (10) Business Days to review and approve each such recovery
determination by the Special Servicer; provided, however, that if the Directing Certificateholder fails to approve
or disapprove any recovery determination within ten (10) Business Days of receipt of the initial recovery determination, such
consent shall be deemed given.


 


“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


 



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recognized statistical rating agency or other comparable Person reasonably designated
by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer,
the Directing Certificateholder and the Special Servicer, and specific ratings of Fitch herein referenced shall be deemed to refer
to the equivalent ratings of the party so designated.


 


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


 


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


 


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


 


“Gain-on-Sale
Proceeds”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), the excess of (i) Liquidation
Proceeds net of any related Liquidation Expenses (or the portion of such net Liquidation Proceeds payable to the related Mortgage
Loan pursuant to the related Intercreditor Agreement) over (ii) the Purchase Price for such Mortgage Loan on the date on which
Liquidation Proceeds were received.


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders,
which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells
Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of CSAIL 2016-C6 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2016-C6, Gain-on-Sale Reserve Account”. Any such account shall be an
Eligible Account or a subaccount of an Eligible Account.


 


“GLP Industrial
Portfolio A Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of December 15, 2015, by and between the
holders of the GLP Industrial Portfolio A Companion Loans, the holders of the GLP Industrial Portfolio A Subordinate Companion
Loans and the holder of the GLP Industrial Portfolio A Mortgage Loan, relating to the relative rights of such holders of the GLP
Industrial Portfolio A Whole Loan, as amended and restated as of May 26, 2016, and as the same may be further amended in accordance
with the terms thereof.


 


“GLP Industrial
Portfolio A Mortgage Loan”: With respect to the GLP Industrial Portfolio A Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 5 on the Mortgage Loan Schedule), which is designated as promissory note A-3-2, and
is pari passu in right of payment with the GLP Industrial Portfolio A Companion Loans and senior in right of payment to
the GLP Industrial Portfolio A Subordinate Companion Loans, to the extent set forth in the GLP Industrial Portfolio A Co-Lender
Agreement.


 


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


 


“GLP Industrial
Portfolio A Companion Loans”: With respect to the GLP Industrial Portfolio A Whole Loan, the Companion Loans evidenced
by the related promissory


 



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


 


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


 


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


 


“GLP Industrial
Portfolio B Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of December 22, 2015, by and between the
holders of the GLP Industrial Portfolio B Companion Loans, the holders of the GLP Industrial Portfolio B Subordinate Companion
Loans and the holder of the GLP Industrial Portfolio B Mortgage Loan, relating to the relative rights of such holders of the GLP
Industrial Portfolio B Whole Loan, as amended and restated as of May 26, 2016, and as the same may be further amended in accordance
with the terms thereof.


 


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


 


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


 


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


 


“GLP Industrial
Portfolio B Subordinate Companion Loans”: With respect to the GLP Industrial Portfolio B Whole Loan, the Companion Loans
evidenced by the related





 



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promissory notes B-1 and B-2 made by the related Mortgagor and secured by the Mortgages on the GLP Industrial
Portfolio B Mortgaged Property, which are not included in the Trust and which are subordinate in right of payment to the GLP Industrial
Portfolio B Mortgage Loan to the extent set forth in the GLP Industrial Portfolio B Co-Lender Agreement.


 


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


 


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


 


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


 


“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.


 


“Independent”:
When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of
the Commission’s Regulation S-X. When used with respect to any specified Person, any such Person who (i) is in
fact independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing
Certificateholder, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with
one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer and all Affiliates thereof, (ii) does
not have any material direct financial interest in or any material indirect financial interest in any of the Trustee, the Certificate
Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the Companion Holders
(insofar as the relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Operating
Advisor, the Asset Representations Reviewer or any Affiliate thereof and (iii) is not connected with the Trustee, the Certificate
Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the Companion Holders
(insofar as the relevant matter


 



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involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Operating
Advisor, the Asset Representations Reviewer or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner,
director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent
of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder,
the Companion Holders or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any Class of
securities issued by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Directing Certificateholder, the Companion Holders or any Affiliate
thereof, as the case may be, so long as such ownership constitutes less than 1% of the total assets of such Person. For the avoidance
of doubt, the exception in the proviso above for ownership of 1% or less of any Class of Certificates shall not apply with respect
to the Operating Advisor or the Asset Representations Reviewer.


 


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


 


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


 


“Initial Purchasers”:
Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC.


 


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


 



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“Initial
Sub-Servicer”: With respect to each Mortgage Loan that is subject to a Sub-Servicing Agreement with the Master Servicer
as of the Closing Date, the Sub-Servicer under any such Sub-Servicing Agreement. As of the Closing Date, each entity listed on
Exhibit FF is an Initial Sub-Servicer.


 


“Initial
Sub-Servicing Agreement”: Any Sub-Servicing Agreement in effect as of the Closing Date.


 


“Inquiry”
and “Inquiries”: As each is defined in Section 4.07(a).


 


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


 


“Insurance
and Condemnation Proceeds”: All proceeds paid under any Insurance Policy or in connection with the full or partial condemnation
of a Mortgaged Property, in either case, to the extent such proceeds are not applied to the restoration of the related Mortgaged
Property or released to the Mortgagor or any tenants or ground lessors, in either case, in accordance with the Servicing Standard
(and in the case of any Mortgage Loan with a related Companion Loan, to the extent any portion of such proceeds are received by
the Master Servicer or Certificate Administrator in connection with such Mortgage Loan, pursuant to the allocations set forth
in the related Intercreditor Agreement) and the REMIC Provisions.


 


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


 


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


 


“Intercreditor
Agreement”: Each of the GLP Industrial Portfolio B Co-Lender Agreement, the Quaker Bridge Mall Co-Lender Agreement,
the GLP Industrial Portfolio A Co-Lender Agreement, the Jay Scutti Plaza Co-Lender Agreement, the Starwood Capital Extended Stay
Portfolio Co-Lender Agreement and any AB Intercreditor Agreement and any intercreditor agreement entered into in connection with
the issuance to the direct or indirect equity holders in the Mortgagor of any existing mezzanine indebtedness or any future mezzanine
indebtedness permitted under the related Mortgage Loan documents.


 


“Interest
Accrual Amount”: With respect to any Distribution Date and any Class of Regular Certificates, the amount of interest
for the related Interest Accrual Period accrued at the Pass-Through Rate of such Class of Certificates on the Certificate Balance
or Notional Amount, as applicable, for such Class immediately prior to that Distribution Date. Calculations of interest for each
Interest Accrual Period will be made on 30/360 basis.


 






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


 


“Interest
Distribution Amount”: With respect to any Class of Regular Certificates for any Distribution Date, an amount equal to
(A) the sum of (i) the Interest Accrual Amount with respect to such Class of Certificates for such Distribution Date
and (ii) the Interest Shortfall, if any, with respect to such Class of Certificates for such Distribution Date, less (B) any
Excess Prepayment Interest Shortfall allocated to such Class of Certificates on such Distribution Date.


 


For
purposes of clause (B) above, the Excess Prepayment Interest Shortfall, if any, for each Distribution Date shall be allocated
to each Class of Regular Certificates in an amount equal to the product of (i) the amount of such Excess Prepayment Interest Shortfall
and (ii) a fraction, the numerator of which is the Interest Accrual Amount for such Class for such Distribution Date and the denominator
of which is the aggregate Interest Accrual Amounts for all Classes of Regular Certificates for such Distribution Date.


 


“Interest
Reserve Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate
Administrator pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association,
as Certificate Administrator, on behalf of Wells Fargo Bank, National Association, as Trustee, for the registered Holders of CSAIL
2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C6, Interest Reserve Account”,
into which the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account
or subaccount of an Eligible Account.


 


“Interest
Shortfall”: With respect to any Distribution Date for any Class of Regular Certificates, the sum of (a) the portion
of the Interest Distribution Amount for such Class remaining unpaid as of the close of business on the preceding Distribution
Date, and (b) to the extent permitted by applicable law, (i) in the case of a Class of Principal Balance Certificates, one
month’s interest on that amount remaining unpaid at the Pass-Through Rate applicable to such Class for the current Distribution
Date and (ii) in the case of a Class of the Class X Certificates, one-month’s interest on that amount remaining unpaid
at the Weighted Average Net Mortgage Rate for such Distribution Date.


 


“Interested
Person”: As of the date of any determination, the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Directing Certificateholder, any
Sponsor, any Borrower Party, any Independent Contractor engaged by the Special Servicer, or any known affiliate of any of the
preceding entities (and, with respect to a Whole Loan if it is a Defaulted Loan, also the depositor, the master servicer, the
special servicer (or any independent contractor engaged by such special servicer), or the trustee for the securitization of a
Companion Loan, and each related Companion Holder or its representative), any holder of a related mezzanine loan, or any known
Affiliate of any such party described above.


 


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


 






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


 


“Investor
Certification”: A certificate (which may be in electronic form), substantially in the form of Exhibit P-1A, Exhibit
P-1B, Exhibit P-1C and Exhibit P-1D to this Agreement or in the form of an electronic certification contained
on the Certificate Administrator’s Website (which may be a click-through confirmation), representing (i) that such
Person executing the certificate is a Certificateholder, the Directing Certificateholder (to the extent such Person is not a Certificateholder),
a beneficial owner of a Certificate, a prospective purchaser of a Certificate or a Companion Holder (or any investment advisor
or manager of the foregoing), (ii) that either (a) such Person is not a Borrower Party, in which case such Person shall
have access to all the reports and information made available to Certificateholders via the Certificate Administrator’s
Website hereunder, or (b) such Person is a Borrower Party in which case (1) if such Person is the Directing Certificateholder
or a Controlling Class Certificateholder, such Person shall have access to all the reports and information made available to Certificateholders
via the Certificate Administrator’s Website hereunder other than any Excluded Information as set forth herein, or (2) if
such Person is not the Directing Certificateholder or a Controlling Class Certificateholder, such Person shall only receive access
to the Distribution Date Statements prepared by the Certificate Administrator, (iii) that, except in the case of a prospective
purchaser of a Certificate, such Person has received a copy of the final Prospectus and (iv) such Person agrees to keep any
Privileged Information confidential and will not violate any securities laws; provided, however, that any Excluded
Controlling Class Holder (i) shall be permitted to obtain in accordance with Section 4.02(f) of this Agreement
any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class
Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling Class Holder
via the Certificate Administrator’s Website) and (ii) shall be considered a Privileged Person for all other purposes,
except with respect to its ability to obtain information with respect to any related Excluded Controlling Class Loan.


 


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


 


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


 


“Jay
Scutti Plaza Co-Lender Agreement”: That certain Agreement Between Noteholders, dated as of May 9, 2016, by and between
the holder of the Jay Scutti Plaza Companion Loan and the holder of the Jay Scutti Plaza Mortgage Loan, relating to the relative
rights of such holders of the Jay Scutti Plaza Whole Loan, as the same may be amended in accordance with the terms thereof.


 


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


 






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“Jay
Scutti Plaza Mortgaged Property”: The Mortgaged Property that secures the Jay Scutti Plaza Whole Loan.


 


“Jay
Scutti Plaza Companion Loan”: With respect to the Jay Scutti Plaza 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 Jay Scutti Plaza Mortgaged Property, which
is not included in the Trust and which is pari passu in right of payment with the Jay Scutti Plaza Mortgage Loan to the
extent set forth in the Jay Scutti Plaza Co-Lender Agreement.


 


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


 


“JPMDB
2016-C2 Pooling and Servicing Agreement”: The pooling and servicing agreement, to be dated as of May 1, 2016, among
J.P. Morgan Chase 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 Pentalpha Surveillance LLC, as operating
advisor and as asset representations reviewer, entered into in connection with the issuance of the JPMDB Commercial Mortgage Securities
Trust 2016-C2 Commercial Mortgage Pass Through Certificates, Series 2016-C2.


 


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


 






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“Late Collections”
shall specifically exclude Penalty Charges. With respect to any Whole Loan, as used in this Agreement, Late Collections shall
refer to such portion of Late Collections to the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable,
pursuant to the terms of the related Intercreditor Agreement.


 


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


 


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


 


“Liquidation
Fee”: A fee payable to the Special Servicer with respect to each Specially Serviced Loan or REO Property (except with
respect to a Non-Serviced Mortgaged Property) as to which the Special Servicer receives (i) a full, partial or discounted
payoff from the related Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds (including with
respect to the related Companion Loan), or REO Property (in any case, other than amounts for which a Workout Fee has been paid,
or will be payable), equal to the product of the Liquidation Fee Rate and the proceeds of such full, partial or discounted payoff
or other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of the related costs and expenses
associated with the related liquidation) related to such liquidated Specially Serviced Loan or REO Property, as the case may be;
provided, however, that no Liquidation Fee shall be payable with respect to (a) the purchase of any Specially
Serviced Loan by the Special Servicer or any Affiliate thereof (except if such Affiliate purchaser is the Directing Certificateholder
or any Affiliate thereof; provided, however, that if no Control Termination Event exists, and if the Directing Certificateholder
or an Affiliate thereof purchases any Specially Serviced Loan within ninety (90) days after the Special Servicer delivers to the
Directing Certificateholder for its approval the initial Asset Status Report with respect to such Specially Serviced Loan, then
the Special Servicer will not be entitled to a Liquidation Fee in connection with such purchase by the Directing Certificateholder
or its Affiliates), (b) any event described in clause (iv) of the definition of “Liquidation Proceeds”
(or any substitution in lieu of a repurchase) so long as such repurchase or substitution occurs prior to the termination of the
Extended Cure Period, (c) any event described in clauses (v), (vi) and (vii) of the definition of “Liquidation
Proceeds”, as long as, with respect to a purchase pursuant to clause (vi) of the definition of “Liquidation
Proceeds”, a purchase occurs within ninety (90) days of such holder’s


 






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purchase option first becoming exercisable during
that period prior to such Mortgage Loan becoming a Corrected Loan pursuant to the related Intercreditor Agreement, (d) with respect
to a Serviced Companion Loan, (x) a repurchase of such Serviced Companion Loan by the applicable Mortgage Loan Seller for
a breach of a representation or warranty or for a defective or deficient mortgage loan documentation under an Other Pooling and
Servicing Agreement within the initial time period provided for such repurchase or (y) a purchase of such Serviced Companion
Loan by any applicable party to the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of
the Other Securitization; or (e) if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan solely because of
a Servicing Transfer Event described in clause (i) or (ii) of the definition of “Servicing Transfer Event”,
Liquidation Proceeds are received within ninety (90) days following the related Maturity Date as a result of such Mortgage Loan
or Serviced Whole Loan being refinanced or otherwise repaid in full (but, in the event that a Liquidation Fee is not payable due
to the application of any of clauses (a) through (e) above, the Special Servicer may still collect and retain a
Liquidation Fee and similar fees from the related Mortgagor to the extent provided for in, or not prohibited by, the related loan
documents); provided that the Liquidation Fee with respect to any Specially Serviced Loan will be reduced by the amount
of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage Loan and any
related Companion Loan, or REO Property and received by the Special Servicer as compensation within the prior twelve (12) months,
but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee; provided, however,
that no Liquidation Fee will be less than $25,000. No Liquidation Fee shall be payable in connection with a Loss of Value Payment
by a Mortgage Loan Seller, if the applicable Mortgage Loan Seller makes such Loss of Value Payment during the Initial Cure Period.


 


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


 


“Liquidation
Proceeds”: Cash amounts received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the
liquidation (including a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted Loan
or defaulted Companion Loan, if applicable, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive
of any portion thereof required to be released to the related Mortgagor in accordance with applicable law and the terms and conditions
of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Mortgagor;
(iii) any sale of (A) a Specially Serviced Loan pursuant to Section 3.16(a) or (B) any REO Property
pursuant to Section 3.16(b); (iv) the repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller pursuant
to Section 6 of the related Mortgage Loan Purchase Agreement; (v) the purchase of a Mortgage Loan or REO Property by
the Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R
Certificates pursuant to Section 9.01; (vi) the purchase of a Mortgage Loan or an REO Property


 






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by (a) the
applicable Subordinate Companion Holder or (b) the related mezzanine lender pursuant to Section 3.16 and the
related Intercreditor Agreement; or (vii) the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to the
Collection Account in accordance with Section 3.05(g) of this Agreement (provided that, for the purpose of
determining the amount of the Liquidation Fee (if any) payable to the Special Servicer in connection with such Loss of Value Payment,
the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which the
Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable Mortgage Loan Seller).
With respect to any Whole Loan, as used in this Agreement, Liquidation Proceeds shall refer to such portion of Liquidation Proceeds
to the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of the related
Intercreditor Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Lower-Tier
Regular Interests”: Any of the Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-5, Class LA-SB,
Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF and Class LNR Uncertificated Interests.


 


“Lower-Tier
REMIC”: One of two separate REMICs comprising a portion of the Trust Fund, which consist of the Mortgage Loans (exclusive
of Excess Interest), 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


 






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that are not in the Upper-Tier REMIC or the Grantor Trust, except
for the Loss of Value Reserve Fund.


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall
initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank,
National Association, as Trustee, for the benefit of the registered holders of CSAIL 2016-C6 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2016-C6, Lower-Tier REMIC Distribution Account”. Any such account, accounts or
sub-accounts shall be an Eligible Account.


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


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


 


“Master
Servicer”: With respect to each of the Mortgage Loans, KeyBank National Association, and its successors in interest
and assigns, or any successor appointed as allowed herein.


 


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


 


“Material
Defect”: With respect to any Mortgage Loan, a Defect in any Mortgage File or a Breach, which Defect or Breach, as the
case may be, materially and adversely affects the value of such Mortgage Loan, the value of the related Mortgaged Property or
the interests of the Trustee or any Certificateholder therein or causes such Mortgage Loan to be other than a “qualified
mortgage” within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section
1.860G-2(f)(2) that causes a defective obligation to be treated as a “qualified mortgage”.


 


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


 


“MC-Five
Mile”: MC-Five Mile Commercial Mortgage Finance LLC, a Delaware limited liability company, and its successors in interest.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


           


(i)          the
original Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of “Wells
Fargo Bank, National Association, as Trustee, on behalf of the registered Holders of CSAIL 2016-C6 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2016-C6” 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





 






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evidence of recording indicated thereon or certified to have been submitted for recording;


 


(iii)        an
original Assignment of Mortgage in favor of “Wells Fargo Bank, National Association, as Trustee, on behalf of the registered
holders of CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C6” or in
blank and, in the case of the Serviced Whole Loan, “Wells Fargo Bank, National Association, as Trustee, on behalf of the
registered holders of CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C6 and
the holder(s) of the related Companion Loan(s), as their interests may appear” and (subject to the completion of certain
missing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related Mortgage Loan
Seller is responsible for the recordation of that assignment, a copy of such assignment sent or to be sent for recordation);


 


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


 


(v)         an
original assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in favor of “Wells
Fargo Bank, National Association, as Trustee, on behalf of the registered holders of CSAIL 2016-C6 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2016-C6” or in blank and, in the case of the Serviced Whole Loan,
“Wells Fargo Bank, National Association, as Trustee, on behalf of the registered holders of CSAIL 2016-C6 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C6 and the holder(s) of the related Companion Loan(s), as their
interests may appear” and (subject to the completion of certain missing recording information and, if applicable, the assignee’s
name) in recordable form (or, if the related Mortgage Loan Seller is responsible for the recordation of that assignment, a copy
of such assignment sent or to be sent for recordation);


 


(vi)        the
original assignment of all unrecorded documents relating to the Mortgage Loan in favor of “Wells Fargo Bank, National Association,
as Trustee, on behalf of the registered Holders of CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2016-C6” or in blank or, in the case of a Serviced Whole Loan, in favor of “Wells Fargo Bank, National Association,
as Trustee, on behalf of the registered holders of CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2016-C6 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;


 






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


 


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


 


(ix)        any
filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements, related amendments and continuation
statements in the possession of the applicable Mortgage Loan Seller;


 


(x)         an
original assignment in favor of “Wells Fargo Bank, National Association, as Trustee, on behalf of the registered Holders
of CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C6” and, in the case
of the Serviced Whole Loan, “Wells Fargo Bank, National Association, as Trustee, on behalf of the registered holders of
CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C6 and the holder of the related
Companion Loan(s), as their interests may appear” of any financing statement executed and filed in favor of the applicable
Mortgage Loan Seller in the relevant jurisdiction (or, if the related Mortgage Loan Seller is responsible for the filing of that
assignment, a copy of such assignment to be sent for filing);


 


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


 


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


 


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


 


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


 


(xv)       the
original or a copy of any franchise agreements and comfort letters or similar agreements relating to such Mortgage Loan or a related
Serviced Whole Loan and, with respect to any franchise agreement, comfort letter or similar agreement, any assignment of such
agreements or any notice to the


 






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franchisor of the transfer of such Mortgage Loan or a related Serviced Whole Loan and a request
for confirmation that the Trust is a beneficiary of such comfort letter or other agreement, or for the issuance of a new comfort
letter in favor of the Trust, as the case may be;


 


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


 


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


 


provided,
however, that (a) whenever the term “Mortgage File” is used to refer to documents held by the Custodian,
such term shall not be deemed to include such documents and instruments required to be included therein unless they are actually
received by the Custodian, (b) to the extent that this Agreement refers to a “Mortgage File” for a Companion
Loan, such “Mortgage File” shall be construed to mean the Mortgage File for the related Mortgage Loan (except that
references to the Mortgage Note for a Companion Loan otherwise described above shall be construed to instead refer to a photocopy
of such Mortgage Note), (c) with respect to any Mortgage Loan that has a Serviced Companion Loan, the execution and/or recordation
of any Assignment of Mortgage, any separate assignment of Assignment of Leases and any assignment of any UCC Financing Statement
in the name of the Trustee shall not be construed to limit the beneficial interest of the related Companion Holder(s) in such
instrument and the benefits intended to be provided to them by such instrument, it being acknowledged that (i) the Trustee
shall hold such record title for the benefit of the Trust as the holder of the related Mortgage Loan and the related Companion
Holder(s) collectively and (ii) any efforts undertaken by the Trustee, the Master Servicer, or the Special Servicer on its
behalf to enforce or obtain the benefits of such instrument shall be construed to be so undertaken by Trustee, the Master Servicer
or the Special Servicer for the benefit of the Trust as the holder of the applicable Mortgage Loan and the related Companion Holder(s)
collectively, (d) in connection with any Non-Serviced Mortgage Loan, the preceding document delivery requirements will be met
by the delivery by the applicable Mortgage Loan Seller of copies of the documents specified above (other than the Mortgage Note
and intervening endorsements evidencing such Mortgage Loan, with respect to which the original shall be required) including a
copy of the Mortgage securing the applicable Mortgage Loan, and any assignments or other transfer documents referred to in clauses
(iii), (iv), (v), (vi), (ix) and (x) above as being in favor of the Trustee shall instead be in favor of the applicable Non-Serviced
Trustee and need only be in such form as was delivered to the applicable Non-Serviced Trustee or a custodian on its behalf and
(e) in connection with any Non-Serviced Mortgage Loan, any and all document delivery requirements with respect to the related
Mortgage File (or any portion thereof) set forth herein or in the related Mortgage Loan Purchase Agreement will also be satisfied
by the delivery, in compliance with the terms of the related Non-Serviced PSA, by the applicable Mortgage Loan Seller of the documents
specified above (other than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan) to the custodian under
the related Non-Serviced PSA (in such form as was delivered to the custodian under the related Non-Serviced PSA).


 


“Mortgage
Loan”: Each of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 and to
be held by the Trust. As used herein, the term


 






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“Mortgage Loan” includes the related Mortgage Note, Mortgage and other
documents contained in the related Mortgage File and any related agreements. The term “Mortgage Loan” shall, as of
any date of determination, include any Qualified Substitute Mortgage Loan that has replaced a Mortgage Loan pursuant to Section
2.03 and exclude any such replaced Mortgage Loan.


 


“Mortgage
Loan Checklist”: A list related to each Mortgage Loan indicating the related Mortgage Loan documents included in the
related Mortgage File as of the Closing Date.


 


“Mortgage
Loan Purchase Agreement”: With respect to each Mortgage Loan Seller, the agreement between the Depositor and such Mortgage
Loan Seller, relating to the transfer of all of such Mortgage Loan Seller’s right, title and interest in and to the related
Mortgage Loans.


 


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


 


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


 


(ii)         the
Mortgagor’s name;


 


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


 


(iv)        the
Mortgage Rate in effect at origination;


 


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


 


(vi)        the
original principal balance;


 


(vii)       the
Cut-off Date Balance;


 


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


 


(ix)        the
original and remaining amortization terms;


 


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


 


(xi)        the
applicable Servicing Fee Rate;


 


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


 


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


 






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


 


(xv)       the
originator of the related Mortgage Loan and the Mortgage Loan Seller;


 


(xvi)      whether
the related Mortgage Loan has a guarantor;


 


(xvii)     whether
the related Mortgage Loan is secured by a letter of credit;


 


(xviii)    amount
of any reserve or escrowed funds that were deposited at origination and any ongoing periodic deposit requirements;


 


(xix)       number
of grace days;


 


(xx)        whether
a cash management agreement or lock-box agreement is in place;


 


(xxi)       the
general property type of the related Mortgaged Property;


 


(xxii)     
whether the related Mortgage Loan permits defeasance;


 


(xxiii)     the
interest accrual period;


 


(xxiv)     Anticipated
Repayment Date, if applicable;


 


(xxv)      the
Revised Rate of such Mortgage 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. Such list may be in the form of more than one list, collectively setting forth all of the information required.


 


“Mortgage
Loan Seller”: Each of (i) Column Financial, Inc., a Delaware corporation, or its successor in interest, (ii) Benefit
Street Partners CRE Finance LLC, a Delaware limited liability company, or its successor in interest, (iii) MC-Five Mile Commercial
Mortgage Finance LLC, a Delaware limited liability company, or its successor in interest, (iv) The Bank of New York Mellon, a
New York banking corporation, or its successor in interest and (v) The Bancorp Bank, a Delaware state-chartered bank, or its successor
in interest.


 


“Mortgage
Note”: The original executed note(s) evidencing the indebtedness of a Mortgagor under a Mortgage Loan or Companion Loan,
as the case may be, together with any rider, addendum or amendment thereto.


 


“Mortgage
Rate”: With respect to: (i) any Mortgage Loan or related Serviced Pari Passu Companion Loan (or, in either case,
any successor REO Loan) on or prior to its Maturity Date, the annual rate at which interest is scheduled (in the absence of a
default and, if


 






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


 


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


 


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


 


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


 


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


 


“Net
Mortgage Rate”: With respect to each Mortgage Loan (including a Non-Serviced Mortgage Loan) and any REO Mortgage Loan
as of any date of determination, a rate per annum equal to the related Mortgage Rate then in effect (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 and Withheld Amounts, the Net
Mortgage Rate for any Mortgage Loan will be determined without regard to any modification, waiver or amendment of the terms of
the related Mortgage Loan, whether agreed to by the Master Servicer, the Special Servicer, a Non-Serviced Master Servicer or a
Non-Serviced Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the Mortgagor or otherwise;
provided, further, that for any Mortgage Loan that does not accrue interest on the basis of a 360-day year consisting
of twelve 30-day months, then, solely for purposes of calculating Pass-Through Rates on the Regular Certificates, the Net Mortgage
Rate of such Mortgage Loan for any one-month period preceding a related Due Date will be the annualized rate at which interest
would have to accrue in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day


 






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months in order
to produce the aggregate amount of interest actually accrued in respect of such Mortgage Loan during such one-month period at
the related Net Mortgage Rate; provided, further, that, with respect to each Actual/360 Mortgage Loan, the Net Mortgage
Rate for the one-month period (A) preceding the Due Dates that occur in January and February in any year which is not a leap
year or preceding the Due Date that occurs in February in any year which is a leap year (in any event, unless the related Distribution
Date is the final Distribution Date), will be determined exclusive of any Withheld Amounts in respect of such Actual/360 Mortgage
Loan, and (B) preceding the Due Date in March (or February, if the related Distribution Date is the final Distribution Date),
will be determined inclusive of the Withheld Amounts in respect of such Actual/360 Mortgage Loan for the immediately preceding
January and/or February, if applicable. With respect to any REO Loan, the Net Mortgage Rate shall be calculated as described above,
determined as if the predecessor Mortgage Loan had remained outstanding.


 


“Net
Operating Income”: With respect to any Mortgaged Property, for any Mortgagor’s fiscal year end, Net Operating
Income will be calculated in accordance with the standard definition of “Net Operating Income” approved from time
to time endorsed and put forth by the CREFC®.


 


“New
Lease”: Any lease of REO Property entered into at the direction of the Special Servicer on behalf of the Trust, including
any lease renewed, modified or extended on behalf of the Trust, if the Trust has the right to renegotiate the terms of such lease.


 


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


 


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


 


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


 


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including
any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan) which the Master
Servicer, in accordance with the Servicing Standard, or the Trustee, in its good faith business judgment, as applicable, determines
would not be ultimately recoverable, together with any accrued and unpaid interest thereon at the Reimbursement Rate, from Late
Collections or any other recovery on or in respect of such Mortgage Loan or REO Loan; provided, however, that the
Special Servicer may, at its option (with respect to any Specially Serviced Loan and prior to the occurrence of a Consultation
Termination Event (other than with respect to any


 






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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, but shall not be binding upon, the Master Servicer
and the Trustee, provided, however, that the Special Servicer shall have no such obligation to make an affirmative
determination that any P&I Advance is or would be recoverable and in the absence of a determination by the Special Servicer
that such P&I Advance is or would be a Nonrecoverable P&I Advance, such decision shall remain with the Master Servicer
or Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and not all, of any previously made
or proposed P&I Advance is a Nonrecoverable P&I Advance, the Master Servicer and the Trustee shall have the right to make
its own subsequent determination that any remaining portion of any such previously made or proposed P&I Advance is a Nonrecoverable
P&I Advance. With respect to any Non-Serviced Whole Loan, if any Non-Serviced Master Servicer or Non-Serviced Special Servicer,
as applicable, in connection with a securitization of the related Non-Serviced Companion Loan
determines that a P&I advance with respect to the related Non-Serviced Companion Loan, if made, would be a “nonrecoverable
P&I advance”, such determination shall not be binding on the Master Servicer and the Trustee as it relates to any proposed
P&I Advance with respect to the related Non-Serviced Mortgage Loan. Similarly, with respect to the related Non-Serviced Mortgage
Loan, if the Master Servicer or the Special Servicer determines that any P&I Advance with respect to a related Non-Serviced
Mortgage Loan, if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding on the related Non-Serviced
Master Servicer and related Non-Serviced Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced
Companion Loan (unless the related Non-Serviced PSA provides otherwise). In making such recoverability determination, the Master
Servicer, Special Servicer or Trustee, as applicable, will be entitled (a) to consider (among other things) (i) the
obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion Loan as it may have been modified and (ii) the
related Mortgaged Properties in their “as-is” or then-current conditions and occupancies, as modified by such party’s
assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good
faith business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of
future adverse change with respect to such Mortgaged Properties, (b) to estimate and consider (among other things) future
expenses, (c) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer and the
Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among
other things) the timing of recoveries and (d) to 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


 






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Amount with respect to other Mortgage
Loans, the reimbursement of which, at the time of such consideration, is being deferred or delayed by the Master Servicer or the
Trustee because there is insufficient principal available for such reimbursement, in light of the fact that proceeds on the related
Mortgage Loan are a source of reimbursement not only for the P&I Advance under consideration, but also as a potential source
of reimbursement of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or may be being deferred or
delayed. In addition, any such Person may update or change its recoverability determinations at any time (but not reverse any
other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in
the case of the Master Servicer or in its good faith business judgment in the case of the Trustee (solely in its capacity as Trustee),
may obtain at the expense of the Trust any reasonably required analysis, Appraisals or market value estimates or other information
for making a recoverability determination. Absent bad faith, the Master Servicer’s, Special Servicer’s or the Trustee’s
determination as to the recoverability of any P&I Advance shall be conclusive and binding on the Certificateholders. The determination
by the Master Servicer, the Special Servicer or the Trustee, as applicable, that the Master Servicer or the Trustee, as applicable,
has made a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I
Advance, or any updated or changed recoverability determination, shall be evidenced by an Officer’s Certificate delivered
by either the Special Servicer or the Master Servicer to the other and to the Trustee, the Certificate Administrator, the Directing
Certificateholder (but only prior to the occurrence of a Consultation Termination Event and only with respect to any Mortgage
Loan other than an Excluded Loan) (and, in the case of a Serviced Mortgage Loan or Non-Serviced Mortgage Loan, any Other Servicer
or Non-Serviced Master Servicer, as applicable), the Operating Advisor (but only in the case of the Special Servicer), the Depositor,
or by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor (and, in the case of a Serviced
Mortgage Loan or Non-Serviced Mortgage Loan, any Other Servicer or Non-Serviced Master Servicer, as applicable) and the Certificate
Administrator. The Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations
of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall
be accompanied by, to the extent available, income and expense statements, rent rolls, occupancy status, property inspections
and any other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to make such determination
and shall include any existing Appraisal of the related Mortgage Loan, or the related Mortgaged Property). The Trustee shall be
entitled to conclusively rely on the Master Servicer’s or Special Servicer’s determination that a P&I Advance
is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s
determination that a P&I Advance is or would be nonrecoverable. In the case of a cross-collateralized Mortgage Loan (if any),
such recoverability 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


 






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making such recoverability determination,
such Person will be entitled (a) to consider (among other things) (i) the obligations of the Mortgagor under the terms of
the related Mortgage Loan or Companion Loan, as applicable, as it may have been modified and (ii) the related Mortgaged Properties
in their “as-is” or then current conditions and occupancies, as modified by such party’s assumptions (consistent
with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business judgment
in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of future adverse change
with respect to such Mortgaged Properties, (b) to estimate and consider (among other things) future expenses and (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.
In addition, any Person, in considering whether a Servicing Advance is a Nonrecoverable Servicing Advance, will be entitled to
give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts with respect to other
Mortgage Loans, the reimbursement of which, at the time of such consideration, is being deferred or delayed by the Master Servicer,
in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not only for the Servicing Advance under
consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts
which are or may be being deferred or delayed. In addition, any such Person may update or change its recoverability determinations
at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent
with the Servicing Standard, in the case of the Master Servicer or in its good faith business judgment in the case of the Trustee
(solely in its capacity as Trustee), may obtain at the expense of the Trust any reasonably required analysis, Appraisals or market
value estimates or other information for making a recoverability determination. The determination by the Master Servicer, the
Special Servicer or the Trustee, as the case may be, that it has made a Nonrecoverable Servicing Advance or that any proposed
Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, or any updated or changed recoverability determination,
shall be evidenced by an Officer’s Certificate delivered by either of the Special Servicer or Master Servicer to the other
and to the Trustee, the Certificate Administrator, the Directing Certificateholder (but only prior to the occurrence of a Consultation
Termination Event and only with respect to any Mortgage Loan other than an Excluded Loan) (and in the case of a Serviced Mortgage
Loan or 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 Excluded Loan) in consultation with the Directing Certificateholder), make a determination
in accordance with the Servicing Standard, that any Servicing Advance previously made or proposed to be made is a Nonrecoverable
Servicing Advance and shall deliver to the Master Servicer (and with respect to a Serviced Mortgage Loan, to any Other Servicer),
the Trustee, the Certificate Administrator and the 17g-5 Information Provider notice of such determination. Any such determination
may be conclusively relied upon by, but shall not be binding upon, the Master Servicer, the Special Servicer and the Trustee,
provided, however,


 






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that the Special Servicer shall have no such obligation to make an affirmative determination
that any Servicing Advance is or would be recoverable and in the absence of a determination by the Special Servicer that such
Servicing Advance is or would be a Nonrecoverable Servicing Advance, such decision shall remain with the Master Servicer or the
Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and not all, of any previously made
or proposed Servicing Advance is a Nonrecoverable Servicing Advance, the Master Servicer and the Trustee shall each have the right
to make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing Advance
is a Nonrecoverable Servicing Advance. The Officer’s Certificate shall set forth such determination of nonrecoverability
and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination
(which shall be accompanied by, to the extent available, related income and expense statements, rent rolls, occupancy status and
property inspections, and shall include any existing Appraisal with respect to the related Mortgage Loan or Serviced Companion
Loan, as applicable, or related Mortgaged Property). The Special Servicer shall promptly furnish any party required to make Servicing
Advances hereunder with any information in its possession regarding the Specially Serviced Loans and REO Properties as such party
required to make Servicing Advances may reasonably request for purposes of making recoverability determinations. The Trustee shall
be entitled to conclusively rely on the Master Servicer’s or Special Servicer’s, as the case may be, determination
that a Servicing Advance is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the
Special Servicer’s determination that a Servicing Advance is or would be nonrecoverable. Notwithstanding anything herein
to the contrary, if the Special Servicer requests that the Master Servicer make a Servicing Advance, the Master Servicer may conclusively
rely on such request as evidence that such advance is not a Nonrecoverable Servicing Advance; provided, however,
the Special Servicer shall not be entitled to make such a request more frequently than once per calendar month with respect to
Servicing Advances other than emergency advances (although such request may relate to more than one Servicing Advance). In the
case of a cross-collateralized Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization
of the related cross-collateralized Mortgage Loan. The determination as to the recoverability of any servicing advance previously
made or proposed to be made in respect of a Non-Serviced Whole Loan shall be made by the related Non-Serviced Master Servicer,
Non-Serviced Special Servicer or Non-Serviced Trustee, as the case may be, pursuant to the Non-Serviced PSA.


 


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


 


“Non-Serviced
Companion Loan”: Each of the GLP Industrial Portfolio B Companion Loans, the Quaker Bridge Mall Companion Loan, the
GLP Industrial Portfolio A Companion Loans, and the Starwood Capital Extended Stay Portfolio Companion Loans.


 


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


 


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


 






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“Non-Serviced
Intercreditor Agreement”: Each of the GLP Industrial Portfolio B Co-Lender Agreement, the Quaker Bridge Mall Co-Lender
Agreement, the GLP Industrial Portfolio A Co-Lender Agreement and the Starwood Capital Extended Stay Portfolio Co-Lender Agreement.


 


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


 


“Non-Serviced
Mortgage Loan”: Each of the GLP Industrial Portfolio B Mortgage Loan, the Quaker Bridge Mall Mortgage Loan, the GLP
Industrial Portfolio A Mortgage Loan and the Starwood Capital Extended Stay Portfolio Mortgage Loan.


 


“Non-Serviced
Mortgaged Property”: Each of the GLP Industrial Portfolio B Mortgaged Property, the Quaker Bridge Mall Mortgaged Property,
the GLP Industrial Portfolio A Mortgaged Property and Starwood Capital Extended Stay Portfolio Mortgaged Property.


 


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


 


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


 


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


 


“Non-Serviced
PSA”: Each of the CSMC 2015-GLPB Trust and Servicing Agreement, the JPMDB 2016-C2 Pooling and Servicing Agreement, the
CSMC 2015-GLPA Trust and Servicing Agreement and the CSAIL 2015-C3 Pooling and Servicing Agreement.


 


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


 


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


 


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


 


“Non-Serviced
Whole Loan”: Each of the GLP Industrial Portfolio B Whole Loan, the Quaker Bridge Mall Whole Loan, the GLP Industrial
Portfolio A Whole Loan and the Starwood Capital Extended Stay Portfolio Whole Loan.


 


“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 Sections 2.03(k) through 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).


 






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“Non-U.S.
Tax Person”: Any person other than a U.S. Tax Person.


 


“Non-Waiving
Successor”: As defined in Section 3.23(l).


 


“Notional
Amount”: In the case of the Class X-A Certificates, the Class X-A Notional Amount; in the case of the Class X-B Certificates,
the Class X-B Notional Amount; in the case of the Class X-D Certificates, the Class X-D Notional Amount; in the case of the Class
X-E Certificates, the Class X-E Notional Amount; in the case of the Class X-F Certificates, the Class X-F Notional Amount; and
in the case of the Class X-NR Certificates, the Class X-NR Notional Amount.


 


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


 


“NRSRO
Certification”: A certification (a) substantially in the form of Exhibit P-2 executed by a NRSRO or (b) provided
electronically and executed by such NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s
Website, in either case in favor of the 17g-5 Information Provider that states that such NRSRO is a Rating Agency under this Agreement
or that such NRSRO has provided the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5
of the Exchange Act, that such NRSRO has access to the 17g-5 Information Provider’s website and that such NRSRO will keep
such information confidential, except to the extent such information has been made available to the general public. Each NRSRO
shall be deemed to recertify to the foregoing each time it accesses the Certificate Administrator’s Website.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Operating
Advisor Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and
performed its duties with respect to such Major Decision equal to $10,000 or such lesser amount as the related Mortgagor agrees
to pay with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), payable pursuant to Section 3.05
of this Agreement; provided, however, that, subject to Section 3.26(i), no such fee shall be payable
unless specifically paid by the related Mortgagor as a separately


 






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identifiable fee; provided, further, that the
Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision; provided,
further, that the Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor
Consulting Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing
Standard (provided that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis,
with the Operating Advisor prior to any such waiver or reduction).


 


“Operating
Advisor Expenses”: With respect to any Distribution Date, an amount equal to any unreimbursed indemnification amounts
or additional trust fund expenses payable to the Operating Advisor pursuant to this Agreement (other than the Operating Advisor
Fee and the Operating Advisor Consulting Fee).


 


“Operating
Advisor Fee”: With respect to each Mortgage Loan and REO Mortgage Loan (in each case, excluding any Non-Serviced Mortgage
Loan and any Companion Loan), the fee payable to the Operating Advisor pursuant to Section 3.26(i).


 


“Operating
Advisor Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per
annum rate of 0.00430%.


 


“Operating
Advisor Standard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best
interest of, and for the benefit of, the Certificateholders and, with respect to any Serviced Companion Loan that is a Serviced
Pari Passu Companion Loan, for the benefit of the holders of the related Serviced Pari Passu Companion Loan (as a collective whole
as if such Certificateholders and Companion Holders constituted a single lender), and not for the benefit of any particular class
of Certificateholders (as determined by the Operating Advisor in the exercise of its good faith and reasonable judgment), but
without regard to any conflict of interest arising from any relationship that the Operating Advisor or any of its affiliates may
have with any of the underlying Mortgagors, any Sponsor, any Mortgage Loan Seller, the Depositor, the Master Servicer, the Special
Servicer, the Asset Representations Reviewer, the Directing Certificateholder, any Certificateholder or any of their Affiliates.


 


“Operating
Advisor Termination Event”: Any of the following events, whether any such event is voluntary or involuntary or is effected
by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative
or governmental body:


 


(a)          any
failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material
breach of any of its representations or warranties under this Agreement, which failure continues unremedied for a period of thirty
(30) days after the date on which written notice of such failure, requiring the same to be remedied, is given to the Operating
Advisor by any party to this Agreement or to the Operating Advisor, the Certificate Administrator and the Trustee by the holders
of Certificates having greater than 25% of the aggregate Voting Rights, provided that any such failure which is not curable
within such thirty (30) day period, the Operating Advisor will have an additional cure period of thirty (30) days to effect such


 






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cure so long as it has commenced to cure such failure within the initial thirty (30) day period and has provided the Trustee and
the Certificate Administrator with an officer’s certificate certifying that it has diligently pursued, and is continuing
to pursue, such cure;


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Other
Pooling and Servicing Agreement”: Any trust and servicing agreement or pooling and servicing agreement that creates
a trust whose assets include any Serviced Companion Loan. For the avoidance of doubt, any other trust and servicing agreement
or pooling and servicing agreement executed in connection with the securitization of the Jay Scutti Plaza Companion Loan shall
be an Other Pooling and Servicing Agreement.


 


“Other
Securitization”: As defined in Section 11.06.


 


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


 


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


 


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


 


“P&I
Advance”: As to any Mortgage Loan or REO Loan (but not any related Companion Loan), any advance made by the Master
Servicer or the Trustee, as applicable, pursuant to Section 4.03 or Section 7.05.


 


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


 


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


 


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


 


“Pass-Through
Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the
Class A-4 Pass-Through Rate, the Class A-5 Pass-Through Rate, the Class A-SB Pass-Through Rate, the Class A-S Pass-Through Rate,
the Class B Pass-Through Rate, the Class C Pass-Through Rate, the Class D Pass-Through


 






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Rate, the Class E Pass-Through Rate, the
Class F Pass-Through Rate, the Class NR Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through Rate, the
Class X-D Pass-Through Rate, the Class X-E Pass-Through Rate, the Class X-F Pass-Through Rate or the Class X-NR Pass-Through Rate.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


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


 


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


 


(i)          direct
obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America,
Fannie Mae,


 






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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)  in the case of such investments with maturities of thirty (30) days or less, the short-term debt
obligations of which are rated at least “F1+” by Fitch and in the highest short-term rating category by Moody’s
and by Morningstar (if then rated by Morningstar) or the long-term debt obligations of which are rated at least “A”
by Fitch and “A2” by Moody’s, (B) in the case of such investments with maturities of three (3) months or
less, but more than thirty (30) days, the short-term obligations of which are rated at least “F1+” by Fitch and in
the highest short-term rating category by Moody’s and Morningstar (if then rated by Morningstar) and the long-term obligations
of which are rated at least “AA-” by Fitch and “A1” by Moody’s, (C) 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 at least
“F1+” by Fitch and in the highest short-term rating category by Moody’s and the long-term obligations of which
are rated at least “AA-” by Fitch, “Aa3” by Moody’s and “AAA” (or the equivalent) by
Morningstar (if then rated by Morningstar), and (D) in the case of such investments with maturities of more than six (6)
months, the short-term obligations of which are rated at least “F1+” by Fitch and in the highest short-term rating
category by Moody’s and the long-term obligations of which are rated at least “AA-” by Fitch, “Aaa”
by Moody’s and “AAA” (or the equivalent) by Morningstar (if then rated by Morningstar) (or, in the case of any
such Rating Agency as set forth in clauses (A) through (D) above, such lower rating as is the subject of a Rating
Agency Confirmation by such Rating Agency and Morningstar relating to the Certificates and any Companion Loan Securities);


 


(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;


 






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(iv)        debt
obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States
of America or any state thereof which mature in one (1) year or less from the date of acquisition, which debt obligations are
rated in the highest rating category of Morningstar (if then rated by Morningstar) and (A)  if it has a term of three months
or less, (1) the short-term obligations of which are rated in the highest short-term debt rating category of Fitch and (2) the
short-term obligations of which are rated in the highest short-term rating category by Moody’s or the long-term obligations
of which are rated at least “A2” by Moody’s, (B) if it has a term of more than three months and not in excess
of six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency and
the long-term obligations of which are rated at least “Aa3” by Moody’s and (C) if it has a term of more than
six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency and
the long-term obligations of which are rated at least “Aaa” by Moody’s (or, in the case of any such Rating Agency
as set forth in clauses (A) through (C) above, such lower rating as is the subject of a Rating Agency Confirmation
by such Rating Agency and Morningstar); 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 (including both non-interest bearing discount obligations and interest bearing obligations) of any corporation or other
entity organized under the laws of the United States or any state thereof payable on demand or on a specified date maturing in
one (1) year or less from the date of acquisition thereof and which is rated in the highest rating category of Morningstar (if
then rated by Morningstar) and (A) if it has a term of one month or less, the short-term obligations of which are rated at least
“F1” by Fitch and “P-1” by Moody’s (or, in the case of Moody’s, the long-term obligations
of which are rated at least “A2” by Moody’s); (B) if it has a term of more than one month and not in excess
of three months, (1) the short-term debt obligations of which are rated at least “F1+” by Fitch (or “F1”
by Fitch, if the long-term debt obligations of which are rated at least “AA-” by Fitch) and (2) the short-term debt
obligations of which are rated at least “P-1” by Moody’s or the long-term obligations of which are rated at
least “A2” by Moody’s; (C) if it has a term of more than three months and not in excess of six months, (1) the
short-term debt obligations of which are rated at least “F1+” by Fitch (or “F1” by Fitch, if the long-term
debt obligations of which are rated at least “AA-” by Fitch) and (2) the short-term debt obligations of which are
rated at least “P-1” by Moody’s and the long-term debt obligations of which are rated at least “Aa3”
by Moody’s; and (D) if it has a term of more than six months, (1) the short-term debt obligations of which are rated at
least “F1+” by Fitch (or “F1” by Fitch, if the long-term debt obligations of which are rated at least
“AA-” by Fitch) and (2) the short-term debt obligations of which are rated at least “P-1” by Moody’s
and the long-term debt obligations of which


 






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are rated at least “Aaa” by Moody’s (or, in the case of any such
Rating Agency as set forth in clauses (A) through (D) above, such lower rating as is the subject of a Rating Agency Confirmation
by such Rating Agency and Morningstar);


 


(vi)        money
market funds, rated “Aaa-mf” by Moody’s and has the highest rating obtainable for money market funds from Fitch
and Morningstar (or, if not rated by any such Rating Agency, an equivalent rating (or higher) by at least two (2) NRSROs
(which may include Moody’s, Fitch and Morningstar))), which may include a Wells Fargo money market fund if so qualified;


 


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


 


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


 


provided,
however, that each Permitted Investment qualifies as a “cash flow investment” pursuant to Section 860G(a)(6)
of the Code, and that (a) it shall have a predetermined fixed dollar of principal due at maturity that cannot vary or change
and (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; and provided, further,
however, that no such instrument shall be a Permitted Investment (a) if such instrument evidences principal and interest
payments derived from obligations underlying such instrument and the interest payments with respect to such instrument provide
a yield to maturity at the time of acquisition of greater than 120% of the yield to maturity at par of such underlying obligations
or (b) if such instrument may be redeemed at a price below the purchase price; and provided, further, however,
that no amount beneficially owned by any Trust REMIC (even if not yet deposited in the Trust) may be invested in investments (other
than money market funds) treated as equity interests for federal income tax purposes, unless the Master Servicer receives an Opinion
of Counsel, at its own expense, to the effect that such investment will not adversely affect the status of any Trust REMIC. Permitted
Investments that are subject to prepayment or call may not be purchased at a price in excess of par.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Prepayment
Assumption”: A “constant prepayment rate” of 0% used for determining the accrual of original issue discount
and market discount, if any, and the amortization premium, if any, on the Certificates for federal income tax purposes; 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 calendar month in which such Distribution Date occurs, which Principal
Prepayment was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, after the related Due Date and prior to the
following Determination Date, the amount of interest (net of any Excess Interest), to the extent collected from the related Mortgagor
(without regard to any prepayment premium or 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


 






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Mortgage Loans (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan,
will be retained by the Master Servicer as additional servicing compensation.


 


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


 


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


 


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


 


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


 


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


 


“Principal
Distribution Amount”: With respect to any Distribution Date and the Principal Balance Certificates, an amount equal
to the sum of the following amounts: (a) the


 






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


 


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


 


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


 


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


 


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


 


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


 






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Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, taxing authorities or other
governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject to
a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, as evidenced by an opinion
of counsel (which will be an additional expense of the Trust) delivered to each of the Master Servicer, the Special Servicer,
the Directing Certificateholder (other than with respect to any Excluded Loan), the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee), required by law, rule, regulation, order, judgment or decree to disclose
such information.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate
Administrator, any Additional Servicer designated by the Master Servicer or the Special Servicer, the Directing Certificateholder
(but only prior to the occurrence of a Consultation Termination Event), the Operating Advisor, any affiliate of the Operating
Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides an Investor
Certification, any Person who provides the Certificate Administrator with an Investor Certification and any NRSRO (including any
Rating Agency) that provides the Certificate Administrator with an NRSRO Certification, which Investor Certification and NRSRO
Certification may be submitted electronically via the Certificate Administrator’s Website; provided, however,
that (i) in no event may a Borrower Party (other than with respect to an Excluded Controlling Class Holder or a Special Servicer
that is a Borrower Party) be considered a Privileged Person, (ii) in no event shall an Excluded Controlling Class Holder be entitled
to Excluded Information with respect to an Excluded Controlling Class Loan with respect to which it is a Borrower Party (but this
exclusion shall not apply to any other Mortgage Loan) and (iii) with respect to a Special Servicer that obtains knowledge that
it has become a Borrower Party, such Special Servicer shall be prohibited from viewing or otherwise retrieving any information
related to such Excluded Special Servicer Loan, which may include any asset status reports, final asset status reports (or summaries
thereof), and such other information as may be specified in this Agreement pertaining to such Excluded Special Servicer Loan.
In determining whether any person is an Additional Servicer or an Affiliate of the Operating Advisor, the Certificate Administrator
may rely on a certification by the Master Servicer, the Special Servicer, any Mortgage Loan Seller or the Operating Advisor, as
the case may be.


 


Notwithstanding
anything to the contrary in this Agreement, if the Special Servicer obtains knowledge that it is a Borrower Party, the
Special Servicer shall nevertheless be a Privileged Person; provided that the Special Servicer (i) shall not view
or otherwise retrieve any Excluded Special Servicer Information specific to the related Excluded Special Servicer Loan,
(ii) shall not directly or indirectly provide any information related to the related Excluded Special Servicer Loan to
(A) the related Borrower Party, (B) any of the Special Servicer’s employees or personnel or any of its
Affiliate involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or
(C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related
Borrower Party, and (iii) shall maintain sufficient internal controls and appropriate policies and procedures in place
in order to comply with the obligations described in clause (i) and clause (ii) above; provided,


 






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


 


“Prohibited
Party”: Any proposed Servicing Function Participant that is listed on the Depositor’s Do Not Hire List.


 


“Prohibited
Prepayment”: As defined in the definition of Compensating Interest Payments.


 


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


 


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


 


“Prospectus”:
The Prospectus, dated May 18, 2016.


 


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


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


“Purchase
Price”: With respect to any Mortgage Loan (or any related REO Loan) (including, to the extent required pursuant to the
final paragraph hereof, any related Companion Loan) to be purchased pursuant to (A) Section 6 of the related Mortgage
Loan Purchase Agreement by the related Mortgage Loan Seller, (B) Section 3.16, or (C) Section 9.01,
a price, without duplication, equal to:


 


(i)           the
outstanding principal balance of such Mortgage Loan (or any related REO Loan (including for such purpose, to the extent required
pursuant to the final paragraph hereof, the related Companion Loan)) as of the date of purchase; plus


 


(ii)          all
accrued and unpaid interest on the Mortgage Loan (or any related REO Loan (including for such purpose, to the extent required
pursuant to the final paragraph hereof, the related Companion Loan)), at the related Mortgage Rate in effect from time to time
(excluding any portion of such interest that represents Default Interest 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


 






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Servicing Fees (whether paid or unpaid) and any other additional trust fund expenses (except for Liquidation Fees) in respect
of such Mortgage Loan (or related REO Loan (including for such purpose, to the extent required pursuant to the final paragraph
hereof, the related Companion Loan)), if any; plus


 


(iv)        if
such Mortgage Loan (or related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller, pursuant to
Section 6 of the applicable Mortgage Loan Purchase Agreement, the Asset Representations Reviewer Asset Review Fee (to
the extent not previously paid by the related Mortgage Loan Seller), all reasonable out-of-pocket expenses reasonably incurred
or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Asset Representations
Reviewer or the Trustee in respect of the omission, breach or defect giving rise to the repurchase or substitution obligation,
including any expenses arising out of the enforcement of the repurchase or substitution obligation, including, without limitation,
legal fees and expenses and any additional trust fund expenses relating to such Mortgage Loan (or related REO Loan); provided,
however, that such out-of-pocket expenses shall not include expenses incurred by Certificateholders or Certificate Owners in instituting
an Asset Review Vote Election, in taking part in an Asset Review vote or in exercising such Certificateholder’s or Certificate
Owner’s, as applicable, rights under the dispute resolution mechanics pursuant to Section 2.03(k) hereof; plus


 


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


 


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


 


Solely
with respect to any Serviced Whole Loan to be sold pursuant to Section 3.16(a)(iii), “Purchase
Price” shall mean the amount calculated in accordance with the preceding sentence in respect of the related Whole Loan,
including, for such purposes, the Mortgage Loan and the related Companion Loan(s). With respect to any REO Property to be
sold pursuant to Section 3.16(b), “Purchase Price” shall mean the amount calculated in
accordance with the second preceding sentence in respect of the related REO Loan (including any related Companion Loan). With
respect to any sale pursuant to Section 3.16(a)(ii) or Section 3.16(e) or for purposes of calculating
any Gain-on-Sale Proceeds, the “Purchase Price” shall be allocated between the related Mortgage Loan and
Companion Loan(s), in accordance with, and shall be equal to the amount provided pursuant to, the provisions of the related
Intercreditor Agreement. Notwithstanding the foregoing, with respect to any repurchase pursuant to subclause (A) and subclause
(C) hereof, the “Purchase Price” shall not include any amounts payable in respect of any related Companion
Loan.


 






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“Quaker
Bridge Mall Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of April 25, 2016, by and between the holders
of the Quaker Bridge Mall Companion Loan, the holders of the Quaker Bridge Mall Subordinate Companion Loans and the holder of
the Quaker Bridge Mall Mortgage Loan, relating to the relative rights of such holders of the Quaker Bridge Mall Whole Loan, as
the same may be further amended in accordance with the terms thereof.


 


“Quaker
Bridge Mall Mortgage Loan”: With respect to the Quaker Bridge Mall 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-2, and is
pari passu in right of payment with the Quaker Bridge Mall Companion Loan and senior in right of payment to the Quaker
Bridge Mall Subordinate Companion Loans, to the extent set forth in the Quaker Bridge Mall Co-Lender Agreement.


 


“Quaker
Bridge Mall Mortgaged Property”: The Mortgaged Property that secures the Quaker Bridge Mall Whole Loan.


 


“Quaker
Bridge Mall Companion Loan”: With respect to the Quaker Bridge Mall 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 Quaker Bridge Mall Mortgaged Property,
which is not included in the Trust and which is pari passu in right of payment with the Quaker Bridge Mall Mortgage Loan
to the extent set forth in the Quaker Bridge Mall Co-Lender Agreement.


 


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


 


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


 


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


 


“Qualified
Insurer”: (i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or
bonding company qualified to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength
rating of at least: (a) ”A3” by Moody’s (or, if not rated by Moody’s, at least an equivalent rating
by one other nationally recognized insurance rating organization (which may include KBRA or Fitch)) and


 






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(b) “A-”
by Fitch (or, if not rated by Fitch, at least “A-” by one other nationally recognized insurance rating organization
(which may include Moody’s or KBRA) and (ii) with respect to the fidelity bond and errors and omissions insurance policy
required to be maintained pursuant to Section 3.07(c), except as otherwise permitted by Section 3.07(c),
an insurance company that has a claims paying ability (or the obligations which are guaranteed or backed by a company having such
claims paying ability) rated at least one of the following ratings: (a) ”A3” by Moody’s, (b) “A-“
by S&P, (c) “A-” by Fitch, (d) ”A-:X” by A.M. Best Company, Inc. or, (e) ”A(low)”
by DBRS, or, in the case of clauses (i) or (ii), any other insurer acceptable to the Rating Agencies, as evidenced
by a Rating Agency Confirmation.


 


“Qualified
Replacement Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements
applicable to special servicers contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations
Reviewer or an Affiliate of the Operating Advisor or the Asset Representations Reviewer, (iii) is not obligated to pay the
Operating Advisor (x) any fees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement,
and (y) for the appointment of the successor special servicer or the recommendation by the Operating Advisor for the replacement
Special Servicer to become the Special Servicer, (iv) is not entitled to receive any compensation from the Operating Advisor
other than compensation that is not material and is unrelated to the Operating Advisor’s recommendation that such party
be appointed as the replacement special servicer, (v) is not entitled to receive any fee from the Operating Advisor for its
appointment as successor special servicer, in each case, unless such fee is expressly approved by 100% of the Certificateholders,
(vi) is not a special servicer that has been cited by Moody’s or Morningstar 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 and (vii) currently has a special servicer rating of at least “CSS3” from Fitch.


 


“Qualified
Substitute Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution
will be permitted) replacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the removed
Mortgage Loan, determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan;
(iii) have the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue interest
on the same basis as the removed Mortgage Loan (for example, on the basis of a 360 day year consisting of twelve 30-day months);
(v) have a remaining term to stated maturity not greater than, and not 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


 






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Mortgaged Property
and which will be delivered as a part of the related Mortgage File; (ix) have a then-current debt service coverage ratio
at least equal to the greater of the original debt service coverage ratio of the removed Mortgage Loan as of the Closing Date
and 1.25x; (x) constitute a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of
the Code as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan Seller’s expense); (xi) not
have a maturity date or an amortization period that extends to a date that is after the date two (2) years prior to the Rated
Final Distribution Date; (xii) have comparable prepayment restrictions to those of the removed Mortgage Loan; (xiii) not
be substituted for a removed Mortgage Loan unless the Trustee and the Certificate Administrator have received Rating Agency Confirmation
from each Rating Agency (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable Mortgage
Loan Seller); (xiv) have been approved, so long as a Control Termination Event has not occurred and is not continuing and
the affected Mortgage Loan is not an Excluded Loan, by the Directing Certificateholder; (xv) prohibit defeasance within two (2)
years of the Closing Date; (xvi) not be substituted for a removed Mortgage Loan if it would result in an Adverse REMIC Event
other than the imposition of tax on any Trust REMIC expressly permitted or contemplated to be imposed by the terms of this Agreement,
as determined by an Opinion of Counsel at the cost of the related Mortgage Loan Seller; (xvii) have an engineering report
that indicates no material adverse property condition or deferred maintenance with respect to the related Mortgaged Property that
will be delivered as a part of the related Servicing File; and (xviii) be current in the payment of all scheduled payments
of principal and interest then due. In the event that more than one mortgage loan is substituted for a removed Mortgage Loan,
then the amounts described in clause (i) shall be determined on the basis of aggregate Stated Principal Balances and
each such proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements specified in clauses (ii)
through (xviii); provided that the rates described in clause (ii) above and the remaining term to
stated maturity referred to in clause (v) above shall be determined on a weighted average basis; provided,
further, that no individual Mortgage Rate (net of the Servicing Fee Rate, the Certificate Administrator/Trustee Fee Rate,
the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property
Royalty License Fee Rate and, in the case of a Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate)
shall be lower than the highest fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the Weighted Average
Net Mortgage Rate) of any Class of Principal Balance Certificates having a Certificate Balance then outstanding. When a replacement
mortgage loan is substituted for a removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify that such replacement
mortgage loan meets all of the requirements of the above definition and shall send such certification to the Trustee, the Certificate
Administrator and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder.


 


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


 


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


 


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


 


“Rating
Agency”: Each of Moody’s, Fitch and Morningstar or their successors in interest. If no such rating agency nor
any successor thereof remains in existence, “Rating


 






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Agency” shall be deemed to refer to such nationally recognized
statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall
be given to the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer, and specific ratings of
Moody’s, Fitch and Morningstar herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


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


 


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


 


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


 


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


 


“Record
Date”: With respect to any Distribution Date, the last Business Day of the month immediately preceding the month in
which that Distribution Date occurs.


 


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


 


“Regulation AB”:
Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as such
may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission
or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.


 


“Regulation
AB Companion Loan Securitization”: As defined in Section 11.16(a).


 


“Regulation AB
Servicing Officer”: Any officer or employee of the Master Servicer or the Special Servicer, as applicable, involved
in, or responsible for, the administration and servicing of the Mortgage Loans or Companion Loans, or this Agreement and also,
with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s or employee’s
knowledge of and familiarity with the particular subject, and, in the case of any certification required to be signed by a Servicing
Officer, such an officer or employee whose name and specimen signature appears on a list of servicing officers furnished to the
Trustee and/or the Certificate Administrator by the Master Servicer or the Special Servicer, as applicable, as such list may from
time to time be amended.


 


“Regulation D”:
Regulation D under the Act.


 






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“Regulation S”:
Regulation S under the Act.


 


“Regulation S
Book-Entry Certificates”: The Non-Registered Certificates sold to institutions that are non-United States Securities
Persons in Offshore Transactions in reliance on Regulation S and represented by one or more Book-Entry Certificates that
are Non-Registered Certificates deposited with the Certificate Administrator as custodian for the Depository.


 


“Reimbursement
Rate”: The rate per annum applicable to the accrual of interest on Servicing Advances in accordance with Section 3.03(d)
and P&I Advances in accordance with Section 4.03(d), which rate per annum shall equal the Prime Rate.


 


“Related
Certificates” and “Related Lower-Tier Regular Interests”: For each of the following Classes of Certificates,
the related Class of Lower-Tier Regular Interests; and for each of the following Classes of Lower-Tier Regular Interests, the
related Class of Certificates, as applicable, set forth below:


 


	Related
                                         Certificates

        
	 	Related
                                         Uncertificated

                                         Lower-Tier Interest 

	Class
    A-1 Certificates	 	Class
    LA-1 Uncertificated Interest
	Class
    A-2 Certificates	 	Class
    LA-2 Uncertificated Interest
	Class
    A-3 Certificates	 	Class
    LA-3 Uncertificated Interest
	Class
    A-4 Certificates	 	Class
    LA-4 Uncertificated Interest
	Class
    A-5 Certificates	 	Class
    LA-5 Uncertificated Interest
	Class
    A-SB Certificates	 	Class
    LA-SB Uncertificated Interest
	Class
    A-S Certificates	 	Class
    LA-S Uncertificated Interest
	Class
    B Certificates	 	Class
    LB Uncertificated Interest
	Class
    C Certificates	 	Class
    LC Uncertificated Interest
	Class
    D Certificates	 	Class
    LD Uncertificated Interest
	Class
    E Certificates	 	Class
    LE Uncertificated Interest
	Class
    F Certificates	 	Class
    LF Uncertificated Interest
	Class
    NR Certificates	 	Class
    LNR Uncertificated Interest


 


“Relevant
Distribution Date” means with respect to (a) any Significant Obligor with respect to the Trust, the Distribution Date,
and (b) any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization
holding a Serviced Companion Loan, the “Distribution Date” (or analogous concept) under the related Other Pooling
and Servicing Agreement.


 


“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.


 






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


 


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


 


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


 


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


 


“REO
Account”: A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.14(b) on behalf of the Trustee for the benefit of the Certificateholders and with respect to the Serviced Whole Loan, for the benefit
of the related Serviced Companion Noteholder, which shall initially be entitled “Torchlight Loan Services, LLC [or the applicable
successor Special Servicer], as Special Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the registered
Holders of CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C6 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 the Serviced Whole Loan, the related Companion Loan(s)) deemed
for purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding for so
long as the applicable portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced Mortgage
Loan) remains part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise has
the same terms and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation,
with respect to the calculation of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without
regard to the default on such predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have
an initial outstanding principal balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal
Balance, respectively, of its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition.
All amounts due and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of 


 



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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 the Serviced Whole Loan, no amounts relating to the
related REO Property or REO Loan allocable to the related Serviced Pari Passu Companion Loan will be available for amounts due
to the Certificateholders or to reimburse the Trust, other than in the limited circumstances related to Servicing Advances, indemnification
payments, Special Servicing Fees and other reimbursable expenses related to such Serviced Whole Loan incurred with respect to
such Serviced Whole Loan, in accordance with Section 3.05(a), as set forth in the related Intercreditor Agreement.


 


“REO
Mortgage Loan”: Any Mortgage Loan that has become an REO Loan.


 


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


 


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


 


“Reportable
Event”: As defined in Section 11.07.


 






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“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).


 


“Residual
Ownership Interest”: Any record or beneficial interest in the Class R Certificates.


 


“Resolution
Failure”: As defined in Section 2.03(k)(iii).


 


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


 


“Responsible
Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee with
direct responsibility for the administration of this Agreement and, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and (ii) the
Certificate Administrator, any officer assigned to the Corporate Trust Services group with direct responsibility for the administration
of this Agreement and, with respect to a particular 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
Mezzanine Holder”: A holder of a related mezzanine loan that has been accelerated or as to which the mezzanine lender
has initiated foreclosure or enforcement proceedings against the equity collateral pledged to secure such mezzanine loan.


 


“Restricted
Period”: The 40-day period prescribed by Regulation S commencing on the later of (a) the date upon which Certificates
are first offered to Persons other than the


 






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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.


 


“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.


 


“Rule 144A”:
Rule 144A under the Act.


 


“Rule 144A
Book-Entry Certificate”: With respect to the Non-Registered Certificates offered and sold in reliance on Rule 144A,
a single, permanent Book-Entry Certificate, in definitive, fully registered form without interest coupons.


 


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


 


“Sarbanes-Oxley
Act”: The Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including
any interpretations thereof by the Commission’s staff).


 


“Sarbanes-Oxley
Certification”: As defined in Section 11.05(a)(iv).


 


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


 






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Payments with respect to the Mortgage Loans to the extent received on or prior to the related Determination
Date or such later date as would permit inclusion in the Available Funds for such Distribution Date (or, with respect to each
Mortgage Loan with a Due Date occurring or a Grace Period ending after the related Determination Date, the related Due Date or
last day of such Grace Period, as applicable, to the extent received by the Master Servicer as of the Business Day preceding the
related P&I Advance Date), and to the extent not included in clause (a) above for the subject Distribution Date
or included in the Scheduled Principal Distribution Amount for any prior Distribution Date. All references to “Mortgage
Loan”, “Non-Serviced Mortgage Loan” or “Mortgage Loans” in this definition shall include, without
limitation, any REO Mortgage Loans, to the extent applicable.


 


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


 


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


 


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


 


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


 


“Serviced
AB Whole Loan”: For the avoidance of doubt, there is no Serviced AB Whole Loan under this Agreement.


 


“Serviced
Companion Loan”: The Jay Scutti Plaza 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 Noteholder”: The holder of the Jay Scutti Plaza Companion Loan.


 


“Serviced
Mortgage Loan”: The Jay Scutti Plaza Mortgage Loan.


 


“Serviced
Pari Passu Companion Loan”: The Jay Scutti Plaza Companion Loan.


 


“Serviced
Pari Passu Mortgage Loan”: The Jay Scutti Plaza Mortgage Loan.


 


“Serviced
Pari Passu Whole Loan”: The Jay Scutti Plaza Whole Loan.


 






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“Serviced
REO Loan”:  Any REO Loan that is serviced by the Special Servicer pursuant to this Agreement.


 


 ”Serviced
REO Property”:  Any REO Property that is serviced by the Special Servicer pursuant to this Agreement.


 


“Serviced
Securitized Companion Loan”: Any Companion Loan that is a component of a Serviced Whole Loan, if and for so long as
each such Companion Loan is included in a Regulation AB Companion Loan Securitization.


 


“Serviced
Whole Loan”: The Jay Scutti Plaza 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 Serviced Companion Loan, the earlier of (A) two (2) Business Days prior
to the related distribution date for each Other Securitization that includes such Serviced Companion Loan and (B) the fifteenth (15th)
day of each calendar month (or, if the fifteenth (15th) calendar day of that month is not a Business Day, then the Business
Day immediately succeeding such fifteenth (15th) calendar day), or such earlier date as required by the related Intercreditor
Agreement; provided, however, such Serviced Whole Loan Remittance Date shall not be earlier than two (2) Business
Days following the date the Master Servicer receives the related Periodic Payment with respect to the Serviced Whole Loan.


 


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


 


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


 


“Servicing
Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’
fees and expenses and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator,
or the Trustee, as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and in the case
of a Serviced Mortgage Loan, the related Serviced Companion Loan), other than a Non-Serviced Mortgage Loan, in respect of which
a default, delinquency or other unanticipated event has occurred or as to which a default is reasonably foreseeable or (b) a
Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or an REO Property (other than an REO Property
related to a Non-Serviced Mortgage Loan), including, in the case of each of such clause (a) and clause (b),
but not limited to, (x) the cost of (i) compliance with the Master Servicer’s obligations set forth in Section 3.03(c),
(ii) the preservation, restoration and protection of a Mortgaged Property, (iii) obtaining any Insurance and Condemnation
Proceeds or any Liquidation Proceeds of the nature described in clauses (i) – (vi) of the definition
of “Liquidation Proceeds,” (iv) any enforcement or judicial proceedings with respect to a Mortgaged Property,
including foreclosures and (v) the operation, leasing, management, maintenance and liquidation of any REO Property and (y) any
amount specifically designated herein to be paid as a “Servicing Advance”. Notwithstanding anything to the contrary,


 






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“Servicing Advances” shall not include allocable overhead of the Master Servicer or the Special Servicer, such as
costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal
costs and expenses or costs and expenses incurred by any such party in connection with its purchase of a Mortgage Loan or REO
Property. None of the Master Servicer, the Special Servicer or the Trustee shall make any Servicing Advance in connection with
the exercise of any cure rights or purchase rights granted to the holder of a Companion Loan under the related Intercreditor Agreement
or this Agreement.


 


“Servicing
Criteria”: The criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended
from time to time and which as of the Closing Date are listed on Exhibit AA hereto.


 


“Servicing
Fee”: With respect to each Mortgage Loan (including each Non-Serviced Mortgage Loan), Serviced Companion Loan and each
successor REO Loan, the fee payable to the Master Servicer pursuant to the first paragraph of Section 3.11(a).


 


“Servicing
Fee Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and each successor REO
Mortgage Loan, a per annum rate equal to the rate set forth on the Mortgage Loan Schedule under the heading “Servicing
Fee Rate”, which rate includes, in each such case, the rate at which applicable master, primary (other than any Non-Serviced
Primary Servicing Fee Rate, which is not included under such heading) and sub-servicing fees accrue, in each case computed on
the basis of the Stated Principal Balance of the related Mortgage Loan, Whole Loan or REO Loan in the same manner in which interest
is calculated in respect of such loans. With respect to the Jay Scutti Plaza Companion 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 (to the
extent that the identified documents existed on or before the Closing Date and the applicable reference to Servicing File relates
to any period after the Closing Date) delivered by the related Mortgage Loan Seller, to the Master Servicer: (i) a copy of
any engineering reports or property condition reports; (ii) other than with respect to a hotel property (except with respect
to tenanted commercial space within a hotel property), copies of a rent roll and, for any office, retail, industrial or warehouse
property, a copy of all leases and estoppels and subordination and non-disturbance agreements delivered to the related Mortgage
Loan Seller; (iii) copies of related financial statements or operating statements; (iv) all legal opinions (excluding
attorney-client communications between the related Mortgage Loan Seller, and its counsel that are privileged communications or
constitute legal or other due diligence analyses), Mortgagor’s certificates and certificates of hazard insurance and/or
hazard insurance policies or other applicable insurance policies, if any, delivered in connection with the closing of the related
Mortgage Loan; (v) a copy of the Appraisal for the related Mortgaged Property(ies); (vi) the documents that were delivered
by or on behalf of the Mortgagor, which documents were required to be delivered in connection with the closing of the related
Mortgage Loan; (vii) for any Mortgage Loan that the related Mortgaged Property is leased to a single tenant, a copy of the
lease; and (viii) a copy of all environmental reports that were received by the applicable Mortgage Loan Seller, relating
to the relevant Mortgaged Property.


 






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“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, the Asset Representations Reviewer and the Certificate Administrator,
that is performing activities that address the Servicing Criteria, unless (i) such Person’s activities relate only
to 5% or less of the Mortgage Loans by unpaid principal balance as of any date of determination in accordance with Article XI or (ii) the Depositor reasonably determines that a Master Servicer or the Special Servicer may, for the purposes of the
Exchange Act reporting requirements pursuant to applicable Commission guidance, take responsibility for the assessment of compliance
with the Servicing Criteria of such Person. The Servicing Function Participants as of the Closing Date are listed on Exhibit GG hereto. Exhibit GG shall be updated and provided to the Depositor and the Certificate Administrator in accordance
with Section 11.10(c).


 


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


 


“Servicing
Standard”: As defined in Section 3.01(a).


 


“Servicing
Transfer Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Companion Loan,
the occurrence of any of the following events:


 


(i)          with
respect to a Mortgage Loan or Companion Loan that is not a Balloon Mortgage Loan, (a) a payment default shall have occurred
at its original Maturity Date, or (b) if the original Maturity Date of such Mortgage Loan or Companion Loan has been extended
as provided herein, a payment default shall have occurred at such extended Maturity Date; or


 


(ii)         with
respect to each Mortgage Loan or Companion Loan that is a Balloon Mortgage Loan, the Balloon Payment is delinquent and the related
Mortgagor has not provided the Special Servicer, within sixty (60) days after the related Maturity Date, with a written and fully
executed (subject only to customary final closing conditions) written commitment for refinancing, from an acceptable lender, reasonably
satisfactory in form and substance to the Special Servicer (and the Special Servicer shall promptly forward such commitment to
the Master Servicer), which provides that such refinancing will occur within one hundred-twenty (120) days of such related Maturity
Date, provided that the Mortgage Loan and any related Companion Loan, as applicable, will become a Specially Serviced Loan
immediately if the related Mortgagor fails to diligently pursue such financing or to pay any Assumed Scheduled Payment 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


 






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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 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 makes a judgment, or receives from the Special Servicer a written determination of the Special Servicer (in the
case of the Special Servicer, with respect to any Mortgage Loan other than an Excluded Loan, with the consent, prior to the occurrence
and continuance of any Control Termination Event, of the Directing Certificateholder), that a 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, prior to the occurrence and continuance of any Control Termination Event, with
the consent of the Directing Certificateholder) determines in its good faith reasonable judgment may materially and adversely
affect the interests of the Certificateholders (and, with respect to any Serviced Whole Loan, the interests of the Certificateholders
and the holders of the related Companion Loans as a collective whole (taking into account the subordinate or pari passu
nature of any related Companion Loans, as applicable), has occurred and remained unremedied for the applicable Grace Period specified
in the related 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


 






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(vii)       the
Master Servicer or 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 Special Servicer (in the case of the Special Servicer, with respect to any Mortgage Loan other than an Excluded
Loan, prior to the occurrence and continuance of any Control Termination Event, with the consent of the Directing Certificateholder)
determines that (i) a payment default (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 (with respect to any
Mortgage Loan other than an Excluded Loan and prior to the occurrence and continuance of any Control Termination Event, with the
consent of the Directing Certificateholder);


 


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


 


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


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year) and each Significant Obligor, 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


 






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connection with such calendar quarter (which date is set forth in Section 11.12
for any Significant Obligor with respect to the Trust).


 


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


 


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


 


“Sole
Certificateholder”: Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or
a Holder, or Holders acting in unanimity, of a Definitive Certificate holding 100% of the then-outstanding Class X-D, Class X-E,
Class X-F, Class X-NR, Class D, Class E, Class F and Class NR Certificates; provided, however, that the Certificate
Balances and/or Notional Amounts, as applicable, of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class
A-S, Class X-A, Class X-B, Class B and Class C Certificates have been reduced to zero.


 


“Special
Notice”: As defined in Section 5.06.


 


“Special
Servicer”: With respect to (i) each of the Mortgage Loans (other than any Non-Serviced Mortgage Loan and any Excluded
Special Servicer Loan) and the Serviced Companion Loans, Torchlight Loan Services, LLC, and its successors in interest and assigns,
or any successor special servicer appointed as herein provided and (ii) any Excluded Special Servicer Loan, if any, the related
Excluded Special Servicer appointed pursuant to Section 7.01(g) of this Agreement, as applicable and as the context
may require.


 


“Special
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 $3,500 for
such month with respect to such Specially Serviced Loan or REO Property.


 


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


 


“Sponsors”:
The Mortgage Loan Sellers.


 


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


 






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“Starwood
Capital Extended Stay Portfolio Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of August 18, 2015,
by and between the holder of the Starwood Capital Extended Stay Portfolio Companion Loans and the holder of the Starwood Capital
Extended Stay Portfolio Mortgage Loan, relating to the relative rights of such holders of the Starwood Capital Extended Stay Portfolio
Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“Starwood
Capital Extended Stay Portfolio Mortgage Loan”: With respect to the Starwood Capital Extended Stay Portfolio Whole Loan,
the Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 10 on the Mortgage Loan Schedule), which is designated
as promissory note A-1-B, and is pari passu in right of payment with the Starwood Capital Extended Stay Portfolio Companion
Loans to the extent set forth in the Starwood Capital Extended Stay Portfolio Co-Lender Agreement.


 


“Starwood
Capital Extended Stay Portfolio Mortgaged Property”: The Mortgaged Properties that secure the Starwood Capital Extended
Stay Portfolio Whole Loan.


 


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


 


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


 


“Stated
Principal Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the
Cut-off Date Balance of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, the unpaid principal balance
of such Mortgage Loan after application of all scheduled payments of principal and interest due during or prior to the month of
substitution, whether or not received) minus (y) the sum of:


 


(i)          the
principal portion of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, the Due Date in the related month of substitution), to the extent received from the Mortgagor as of the Determination
Date for, or advanced by the Master Servicer for, the most recent Distribution Date coinciding with or preceding such date of
determination;


 






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(ii)         all
Principal Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, the Due Date in the related month of substitution) and on or prior to the Determination Date for the most recent
Distribution Date coinciding with or preceding such date of determination;


 


(iii)        the
principal portion of all Insurance and Condemnation Proceeds and Liquidation Proceeds received with respect to such Mortgage Loan
after the Cut-off Date (or in the case of a Qualified Substitute Mortgage Loan, the Due Date in the related month of substitution)
and on or prior to the Determination Date for the most recent Distribution Date coinciding with or preceding such date of determination;
and


 


(iv)        any
reduction in the outstanding principal balance of such Mortgage Loan resulting from a Deficient Valuation or a modification of
such Mortgage Loan pursuant to the terms and provisions of this Agreement that occurred on or prior to the Determination Date
for the most recent Distribution Date coinciding with or preceding such date of determination.


 


With
respect to any REO Loan that is a successor to a Mortgage Loan, as of any date of determination, an amount equal to (x) the
Stated Principal Balance of the predecessor Mortgage Loan as of the date of the related REO Acquisition, minus (y) the
sum of:


 


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


 


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


 


A
Mortgage Loan or an REO Loan that is a successor to a Mortgage Loan shall be deemed to be part of the Trust Fund and to have an
outstanding Stated Principal Balance until the Distribution Date on which the payments or other proceeds, if any, received in
connection with a Liquidation Event in respect thereof are to be (or, if no such payments or other proceeds are received in connection
with such Liquidation Event, would have been) distributed to Certificateholders.


 


With
respect to each Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance
of such Companion Loan as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall be
the sum of the Stated Principal Balances of the related Mortgage Loan and the related Companion Loan on such date.


 


With
respect to any REO Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance
shall equal (x) the Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition,
minus (y) the


 






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principal portion of any amounts allocable to the related Companion Loan in accordance with the related Intercreditor
Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b) hereof, an amount equal to
the excess, if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the
Stated Principal Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal
and interest due during or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans
are substituted (at the same time by the same Mortgage Loan Seller) for one or more removed Mortgage Loans, the Substitution Shortfall
Amount shall be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage
Loan(s) being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


 


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


 


“Tax
Returns”: The federal income tax returns on (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


 






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filed with the Internal
Revenue Service or any other governmental taxing authority under any applicable provisions of federal tax law or Applicable State
and Local Tax Law.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “CSAIL 2016-C6 Commercial Mortgage
Trust”.


 


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


 






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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) $100 to be deposited by the Depositor into the Upper-Tier REMIC Distribution
Account on the Closing Date in respect of the Class X-D Certificates; and (xiii) the proceeds of the foregoing (other than
any interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts,
to the extent such interest belongs to the related Mortgagor).


 


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


 


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


 


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


 


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


 


“Underwriters”:
Credit Suisse Securities (USA) LLC and Academy Securities, 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 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


 






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inclusion in the Available Funds for such Distribution Date),
but in each case only to the extent that such principal portion represents a recovery of principal for which no advance was previously
made pursuant to Section 4.03 in respect of a preceding Distribution Date; provided that all such Liquidation
Proceeds and Insurance and Condemnation Proceeds shall be reduced by any unpaid Special Servicing Fees, Liquidation Fees and Workout
Fees payable as of the date of receipt of such proceeds, any amount related to the Loss of Value Payments to the extent that such
amount was transferred into the Collection Account during the applicable one-month period ending on the related Determination
Date, accrued interest on Advances and other additional Trust Fund expenses incurred in connection with the related Mortgage Loan
and payable as of the date of receipt of such proceeds, thus reducing the Unscheduled Principal Distribution Amount.


 


“Upper-Tier
REMIC”: One of the two separate REMICs comprising the Trust, the assets of which consist of the Lower-Tier Regular Interests
and such amounts as shall from time to time be held in the Upper-Tier REMIC Distribution Account (including $100 to be deposited
by the Depositor into the Upper-Tier REMIC Distribution Account on the Closing Date with respect to the Class X-D Certificates).


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for
the Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the registered Holders of CSAIL 2016-C6 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C6, Upper-Tier REMIC Distribution Account”. Any such account
or accounts shall be an Eligible Account.


 


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


 


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


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times
during the term of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows:
(i) 0% in the case of the Class Z and Class R Certificates, (ii) 2% in the case of the Class X-A, Class X-B, Class
X-D, Class X-E, Class X-F and Class X-NR Certificates (allocated pro rata, based upon their respective Notional Amounts
as of the date of determination) and (iii) in the case of any Class of Principal Balance Certificates (or, with respect to
a vote of Non-Reduced Certificates, in the case


 






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of any Class of Non-Reduced Certificates), a percentage equal to the product of
98% and a fraction, the numerator of which is equal to the Certificate Balance (and solely in connection with any vote for purposes
of determining whether to remove the Special Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant
to Section 3.26(j), taking into account any notional reduction in the Certificate Balance for Appraisal Reduction
Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof) of such Class, in each case, determined
as of the Distribution Date immediately preceding such time, and the denominator of which is equal to the aggregate Certificate
Balance (and solely in connection with any vote for purposes of determining whether to remove the Special Servicer pursuant to
Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(j), taking into account any notional
reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof) of the Principal Balance Certificates (or, if with respect to a vote of Non-Reduced Certificates, the aggregate of
the Certificate Balances of all Classes of the Non-Reduced Certificates), each determined as of the Distribution Date immediately
preceding such time. None of the Class R or Class Z Certificates will be entitled to any Voting Rights.


 


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


 


“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 GLP Industrial Portfolio B Whole Loan, (ii) the Quaker Bridge Mall Whole Loan, (iii)
the GLP Industrial Portfolio A Whole Loan, (iv) the Jay Scutti Plaza Whole Loan and (v) the Starwood Capital Extended Stay Portfolio
Whole Loan.


 


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


 


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


 






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


 


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


 


“Workout
Fee Rate”: With respect to each Corrected Loan, a rate equal to the lesser of (a) 1.0% of each collection (other
than Penalty Charges and Excess Interest) of interest and principal (other than any amount for which a Liquidation Fee would be
paid), including (i) Periodic Payments, (ii) Balloon Payments, (iii) Principal Prepayments and (iv) payments (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.


 


“YM
Group”: YM Group A or YM Group B, as applicable.


 


“YM
Group A”: Collectively, the Class A Certificates and the Class X-A Certificates.


 


“YM
Group B”: Collectively, the Class B, Class C, Class D, Class X-B and Class X-D Certificates.


 


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


 


(i)          All
calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made on
the basis of a 360-day year consisting of twelve 30-day months.


 


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


 






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(iii)        Any
reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall refer
to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect to (a) any
distributions made with respect to such Class of Principal Balance Certificates on such Distribution Date pursuant to Section 4.01(a) and (c), (b) any Realized Losses allocated to such Class of Principal Balance Certificates on that Distribution
Date pursuant to Section 4.04, and (c) any recoveries on the related Mortgage Loans of Nonrecoverable Advances
(plus interest thereon) that were previously reimbursed from principal collections on the related Mortgage Loans, that resulted
in a reduction of the Principal Distribution Amount, which recoveries are allocated to such Class of Principal Balance Certificates,
and added to the Certificate Balance pursuant to Section 4.04(a).


 


(iv)     
  All net present value calculations and determinations made with respect to a Mortgage Loan, Serviced Companion
Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing
Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for
principal and interest payments on a Mortgage Loan or Serviced Companion Loan, as applicable, or sale of a Defaulted Loan, by
the Special Servicer, the highest of (x) the rate determined by the Master Servicer or Special Servicer, as applicable,
that approximates the market rate that would be obtainable by the related Mortgagor(s) on similar non-defaulted debt of such
Mortgagor(s) as of such date of determination, (y) the Mortgage Rate of 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 outstanding principal balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loan or (ii) with respect to any AB Whole Loan, first, to the related AB Subordinate Companion Loan and then,
to the Trust.


 


[End of Article I]


 






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Article II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01          Conveyance
of Mortgage Loans. (a)  The Depositor, concurrently with the execution and
delivery hereof, does hereby establish a trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and convey
to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier
Regular Interests) all the right, title and interest of the Depositor, including any security interest therein for the benefit
of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 1,
2, 3, 4, 5 (excluding Section 5(e) and 5(f)), 6(a) (excluding clauses (viii), (ix) and (x) of Section 6(a)), 6(c), 6(e),
6(g), 6(h), 6(i), 11, 12, 16, 17, 18, 19, 20, 21 and 22 of each of the Mortgage Loan Purchase Agreements; (iii) the Intercreditor
Agreements, and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest
and principal received or receivable on or with respect to the Mortgage Loans (in each case, other than (i) payments of principal
and interest due and payable on the Mortgage Loans on or before the Cut-off Date; (ii) prepayments of principal collected
on or before the Cut-off Date; and (iii)  with respect to those Mortgage Loans that were closed in May 2016 but have their
first Due Date in June 2016, any interest amounts relating to the period prior to the Cut-off Date). The transfer of the Mortgage
Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 13.07, is intended
by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 1, 2, 3, 4, 5 (excluding
Section 5(e) and 5(f), 6(a) (excluding clauses (viii), (ix) and (x) of Section 6(a)), 6(c), 6(e), 6(g), 6(h), 6(i),
11, 12, 16, 17, 18, 19, 20, 21 and 22 of each of the Mortgage Loan Purchase Agreements, it is intended that the Trustee get the
benefit of Sections 11, 12 and 17 thereof in connection with any exercise of rights under the assigned Sections, and the
Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 11, 12 and 17 in connection
therewith.


 


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


 






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 (if recorded), (ix) and (x)
of the definition of “Mortgage File” (or, if applicable, a copy thereof) with evidence of filing or recording thereon
(if intended to be recorded or filed), solely because of a delay caused by the public filing or recording office where such document
or instrument has been delivered, or will be delivered within 10 Business Days of the Closing Date, for filing or recordation,
the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed
to have been satisfied on a provisional basis as of the Closing Date as to such non-delivered document or instrument, and such
non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if a duplicate original or a
photocopy of such non-delivered document or instrument (certified by the applicable public filing or recording office, the applicable
title insurance company or the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof submitted
or to be submitted for filing or recording) is delivered to the Custodian on or before the Closing Date, and either the original
of such non-delivered document or instrument, or a photocopy thereof (certified by the appropriate county recorder’s office
or the applicable title insurance company, in the case of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File”, to be a true and complete copy of the original thereof submitted for recording),
with evidence of filing or recording thereon, is delivered to the Custodian within one hundred-eighty (180) days of the Closing
Date (or within such longer period, not to exceed eighteen (18) months, after the Closing Date as the Custodian shall consent
to as long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than
every ninety (90) days following such 180–day period after the Closing Date, attempting in good faith to obtain from the
appropriate public filing office or county recorder’s office such original or photocopy). If the applicable Mortgage Loan
Seller is required to, but cannot, deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments
referred to in clauses (ii), (iv), (vii) (if recorded), (ix) and (x) (or, if applicable,
a copy thereof) of the definition of “Mortgage File,” with evidence of filing or recording thereon, for any other
reason, including, without limitation, that such non-delivered document or instrument has been lost or destroyed, the delivery
requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been
satisfied as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have
been included in the Mortgage File, if a photocopy of such non-delivered document or instrument (with evidence of filing or recording
thereon and certified in the case of the documents and/or instruments referred to in clause (ii) of the definition
of “Mortgage File” by the appropriate county recorder’s office or the applicable title insurance company to
be a true and complete copy of the original thereof submitted for recording) is delivered to the Custodian on or before the Closing
Date. Neither the Trustee nor any Custodian shall in any way be liable for any failure by any Mortgage Loan Seller or the Depositor
to comply with the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b).
If, on the Closing Date as to any Mortgage Loan, subject to the next sentence, the applicable Mortgage Loan Seller is required
to, but cannot, deliver (in complete and recordable form or form suitable for filing or recording, if applicable) any one of the
assignments in favor of the Trustee referred to in clause (iii), clause (v) (to the extent not already
assigned pursuant to clause (iii)) or clause (x) of the definition of “Mortgage File” solely
because of the unavailability of filing or 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


 






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such Mortgage Loan on the Closing Date an omnibus assignment
of such Mortgage Loan substantially in the form of Exhibit H; provided that all required original assignments
with respect to such Mortgage Loan, (in fully complete and recordable form or form suitable for filing or recording, if applicable)
are delivered to the Custodian within one hundred-eighty (180) days after the Closing Date (or within such longer period, not
to exceed eighteen (18) months, which the Custodian shall consent to so long as the applicable Mortgage Loan Seller is, as certified
in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period after
the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s office
the applicable filing or recording information as to the related document or instrument); and provided, further,
that in the case of a Non-Serviced Mortgage Loan, the delivery of any such assignments shall be subject to clause (e) of
the final proviso to the definition of “Mortgage File” herein. If, in accordance with the related Mortgage Loan Purchase
Agreement and consistent with Section 2.01(c) of this Agreement, as to any Mortgage Loan, the related Mortgage Loan
Seller or its agent is responsible for recording or filing, as applicable, any one of the assignments in favor of the Trustee
referred to in clause (iii), clause (v) (to the extent not already assigned pursuant to clause (iii))
or clause (x) of the definition of “Mortgage File”, such Mortgage Loan Seller may provisionally satisfy
the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to
such assignment by delivering to the Custodian with respect to such Mortgage Loan on the Closing Date a copy of such assignment
in the form sent for recording or filing or (except for recording or filing information not yet available) to be sent for recording
or filing; provided that an original or copy of such assignment (with evidence of recording or filing, as applicable, indicated
thereon) shall be delivered to the Custodian as contemplated by Section 2.01(c) of this Agreement. Notwithstanding
anything herein to the contrary, with respect to letters of credit referred to in clause (xii) of the definition of
“Mortgage File” and relating to a Serviced Mortgage Loan, the applicable Mortgage Loan Seller shall deliver the original
to the Master Servicer (which letter of credit shall be titled in the name of, or assigned to, “KeyBank National Association,
as Master Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of registered holders of
CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C6, and a copy to the Custodian
or, if such original has been submitted by the applicable Mortgage Loan Seller to the issuing bank to effect a reissuance, assignment
or amendment of such letter of credit (changing the beneficiary thereof to the Master Servicer (in care of the Trustee, as titled
above) that may be required in order for the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance
with the applicable terms thereof and/or of the related Mortgage Loan documents, as applicable) and the applicable Mortgage Loan
Seller shall be deemed to have satisfied the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering with respect to any letter(s) of credit a copy thereof to the Custodian together with an officer’s certificate
of the applicable Mortgage Loan Seller certifying that such document has been delivered to the issuing bank for reissuance or
an Officer’s Certificate from the Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b),
one of which shall be delivered to the Custodian on the Closing Date. If a letter of credit referred to in the previous sentence
is not in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with
the applicable terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver
the appropriate assignment or amendment documents (or copies of such


 






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assignment or amendment documents if the related Mortgage
Loan Seller has submitted the originals to the related issuer of such letter of credit for processing) to the Custodian within
thirty (30) days of the Closing Date. If not otherwise paid by the related Mortgagor, the applicable Mortgage Loan Seller shall
pay any costs of assignment or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such
letter(s) of credit on behalf of the Trust and shall cooperate with the reasonable requests of the Master Servicer in connection
with effectuating a draw under any such letter of credit prior to the date such letter of credit is assigned or amended in order
that it may be drawn by the Master Servicer on behalf of the Trust.


 


(c)      
    Pursuant to each Mortgage Loan Purchase Agreement, except in the case of a Non-Serviced Mortgage
Loan, the related Mortgage Loan Seller is required at its sole cost and expense, to itself, or to engage a third party to,
put each Assignment of Mortgage, each assignment of Assignment of Leases and each assignment of each UCC Financing Statement
(collectively, the “Assignments” and, individually, “Assignment”) relating to the
Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing or recording,
as applicable, and to submit such Assignments for filing or recording, as the case may be, in the applicable public filing or
recording office. On the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for all such Mortgage
Loans to the Custodian as provided in Section 2.01(b). Except under the circumstances provided for in the last
sentence of this subsection (c) and except in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan
Seller will itself, or a third party at such Mortgage Loan Seller’s expense will, promptly (and in any event within one
hundred-twenty (120) days after the later of the Closing Date and the related Mortgage Loan Seller’s actual receipt of
the related documents and the necessary recording and filing information) cause to be submitted for recording or filing, as
the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, each
Assignment. Each such Assignment submitted for recording shall reflect that it (or a file copy thereof in the case of a UCC
Assignment) should be returned by the public recording office to the Custodian or its designee following recording or filing
(or to the related Mortgage Loan Seller or its agent who will then be responsible for delivery of the same to the
Custodian or its designee). Any such Assignment received by the Custodian shall be promptly included in the related Mortgage
File and be deemed a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall be
required to be delivered to the Custodian to be included as part of the related Mortgage File within thirty (30) days after
receipt. If any such document or instrument is determined to be incomplete or not to meet the recording or filing
requirements of the jurisdiction in which it is to be recorded or filed, or is lost by the public office or returned
unrecorded or unfiled, as the case may be, because of a defect therein, on or about one hundred-eighty (180) days after the
Closing Date, the related Mortgage Loan Seller or its designee shall prepare, at its own expense, a substitute therefor or
cure such defect, as the case may be, and thereafter the related Mortgage Loan Seller or its designee shall, at the expense
of such Mortgage Loan Seller, upon receipt thereof cause the same to be duly recorded or filed, as appropriate. If, by the
first anniversary of the Closing Date, the Custodian has not received confirmation of the recording or filing as the case may
be, of any such Assignment, it shall so advise the related Mortgage Loan Seller who may then pursue such confirmation itself
or request that the Custodian pursue such confirmation at the related 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


 






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records
of the offices of the applicable Secretary of State for confirmation that the Assignment appears in such records and retain a
copy of such confirmation in the related Mortgage File. In the event that confirmation of the recording or filing of an
Assignment cannot be obtained, the Custodian or the related Mortgage Loan Seller, as applicable, shall promptly inform the
other and the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment and request the preparation of
a new Assignment. The related Mortgage Loan Seller shall pay the expenses for the preparation of replacement Assignments
for any Assignments which, having been properly submitted for filing or recording to the appropriate governmental office by
the Custodian, fail to appear of record and must be resubmitted. Notwithstanding the foregoing, there shall be no requirement
to record any assignment to the Trustee referred to in clause (iii) or (v) of the definition of
“Mortgage File,” or to file any UCC-3 to the Trustee referred to in clause (ix) of the definition of
“Mortgage File,” in those jurisdictions where, in the written opinion of local counsel (which opinion shall be an
expense of the related Mortgage Loan Seller) acceptable to the Depositor and the Trustee, such recordation and/or filing is
not required to protect the Trustee’s interest in the related Mortgage Loan, against sale, further assignment,
satisfaction or discharge by the related Mortgage Loan Seller, the Master Servicer, the Special Servicer, any Sub-Servicer or
the Depositor.


 


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


 


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


 


(f)     
     The Depositor shall use its reasonable best efforts to require that, promptly after the Closing
Date, but in all events within three (3) Business Days after the Closing Date, 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


 






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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 “Chicago
Marriott Southwest at Burr Ridge”, “Palihouse Santa Monica”, “Hilton Cincinnati Airport”,
“Holiday Inn & Suites Ann Arbor”, “Holiday Inn Express - Little Rock” and “La Quinta Inn
& Suites, Bonita Springs Naples North” on the Mortgage Loan Schedule, which are each subject to a franchise
agreement with a related comfort letter in favor of the respective Mortgage Loan Seller that requires notice to or request of
the related franchisor to transfer or assign any related comfort letter to the Trust or otherwise have a new comfort letter
issued in the name of the Trust, the related Mortgage Loan Seller or its designee will be required to provide any such
required notice or make any such required request to the related franchisor (with a copy of such notice or request to the
Master Servicer) within 45 days of the Closing Date (or any shorter period if required by the applicable comfort letter), and
the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement
comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the
existing comfort letter).


 


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


 


Section 2.02          Acceptance
by Trustee. (a)  The Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt by it
or a Custodian on its behalf, subject to the provisions of Section 2.01, in good faith and without notice of any adverse
claim, of the applicable documents specified in clause (i) of the definition of “Mortgage File” with respect
to each Mortgage Loan and of all other assets included in the Trust Fund and (2) declares (a) that it or a Custodian
on its behalf holds and will hold such documents and the other documents delivered or caused to be delivered by the Mortgage Loan
Sellers that constitute the Mortgage Files in the name of the Trust for the benefit of all present and future Certificateholders,
and (b) that it holds and will hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit
of all present and future Certificateholders and, with respect to any original document in the Mortgage File for a Serviced Whole
Loan, for any present or future Companion Holder (and for the benefit of the Trustee as holder of the Lower-Tier Regular 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


 






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shall thereby be deemed to have satisfied the document delivery requirements of Section 2.01 and of this Section
2.02.


 


(b)        
 Within sixty (60) days of the Closing Date, the Custodian, shall review the Mortgage Loan documents delivered or
caused to be delivered by the Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following such review (but
in no event later than sixty (60) days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q,
certify in writing to each of the Rating Agencies, the Depositor, the Master Servicer, the Special Servicer, the Directing
Certificateholder (so long as no Consultation Termination Event shall have occurred and be continuing and only with respect
to Mortgage Loans other than any Excluded Loan) and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed in
the Mortgage Loan Schedule (other than any Mortgage Loan paid in full)) that, except as specifically identified in any
exception report annexed to such writing (the “Custodial Exception Report”), (i) subject to the final
proviso of the definition of “Mortgage File” herein and Section 2.01 hereof, all documents specified
in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii)
(or, with respect to clause (xii), a copy of such letter of credit and the required Officer’s Certificate), if
any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing
documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear
regular on their face and appear to be executed and to relate to such Mortgage Loan, and (iii) based on such examination
and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items
specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan
Schedule” is correct. With respect to each Mortgage Loan listed on the Custodial Exception Report, the Custodian shall
specifically identify such Mortgage Loan together with the nature of such exception (in the form reasonably acceptable to the
Custodian and the related Mortgage Loan Seller and separating items required to be in the Mortgage File but never delivered
from items which were delivered by the related Mortgage Loan Seller but are out for filing or recording and have not been
returned by the filing office or the recorder’s office).


 


(c)         
 The Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the
first anniversary of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing
to each of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Directing Certificateholder (so long as no Consultation Termination Event shall have occurred and be continuing and only with
respect to Mortgage Loans other than any Excluded Loan), the Operating Advisor, the Asset Representations Reviewer and the
applicable Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related
Mortgage Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any
exception report annexed to such writing) that, (i) subject to the final proviso of the definition of “Mortgage
File” herein and Section 2.01 hereof, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii),
if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing
documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear
regular on their face and appear to be executed and relate to such Mortgage Loan and (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.


 






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(d)          
Notwithstanding anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the
case of a Material Defect in any of the documents specified in clauses (ii) through (v), (vii), (viii)
and (ix) in the definition of “Mortgage File”, which Material Defect results solely from a delay in the
return of the related documents from the applicable filing or recording office and gives rise to a repurchase or substitution
obligation on the part of the related Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related
Mortgage Loan Purchase Agreement, the Directing Certificateholder, in its sole judgment, may (other than with respect to any
Excluded Loan and, with respect to any other Mortgage Loan, only prior to the occurrence and continuance of a Control
Termination Event), and the Special Servicer may, in accordance with the Servicing Standard, after the occurrence and during
the continuance of a Control Termination Event, permit the related Mortgage Loan Seller in lieu of repurchasing or
substituting for the related Mortgage Loan, to deposit with the Master Servicer an amount, to be held in trust in a
segregated Eligible Account (which may be a sub-account of the Collection Account), equal to 25% of the Stated Principal
Balance of the related Mortgage Loan (in the alternative, the related Mortgage Loan Seller may deliver to the Master Servicer
a letter of credit in such amount, with a copy to the Custodian). Such funds or letter of credit, as applicable, shall be
held by the Master Servicer (i) until the date on which the Custodian determines and notifies the Master Servicer that
such Material Defect has been cured or the related Mortgage Loan is no longer part of the Trust Fund, at which time the
Master Servicer shall return such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until same
are applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d)
in the event of a repurchase or substitution by the related Mortgage Loan Seller. Notwithstanding the two immediately
preceding sentences, if the Master Servicer or the Special Servicer certifies to the Trustee, the Certificate Administrator
and the Custodian that it has determined in the exercise of its reasonable judgment that the document with respect to which
such Material Defect exists is required in connection with an imminent enforcement of the mortgagee’s rights
or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the
related Mortgage Loan, establishing the validity or priority of any lien on collateral securing the related Mortgage Loan or
for any immediate significant servicing obligation, the related Mortgage Loan Seller shall be required to repurchase or
substitute for the related Mortgage Loan in accordance with, and to the extent required by, the terms and conditions of Section 2.03(b)
and Section 6 of the related Mortgage Loan Purchase Agreement; provided, however, that such Mortgage Loan
Seller shall not be required to repurchase the Mortgage Loan for a period of ninety (90) days after receipt of a notice to
repurchase (together with any applicable extension period) if it is attempting to recover the document from the applicable
filing or recording office and provides an officer’s certificate setting forth what actions such Mortgage Loan Seller
is pursuing in connection with such recovery. In the event of a repurchase or substitution, upon the date of such repurchase
or substitution, and in the event that the related Mortgage Loan Seller has delivered a letter of credit to the Master
Servicer in accordance with this Section 2.02(d), the Master Servicer shall, to the extent necessary, draw on the
letter of credit and deposit the proceeds of such draw, into the Collection Account to be applied to the Purchase Price (or
the Substitution Shortfall Amount, if applicable, in which event, the amount of such funds or 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


 






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related Mortgage Loan Seller. Such funds shall be treated as an “outside reserve fund” under the
REMIC Provisions, which, together with any reimbursement from the Lower-Tier REMIC, is beneficially owned by the related
Mortgage Loan Seller for federal income tax purposes, which Mortgage Loan Seller shall remain liable for any taxes payable on
income or gain with respect thereto.


 


(e)          
It is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine
whether any of the documents specified in clauses (vi), (vii) and (xii) through (xvii) of
the definition of “Mortgage File” exist or are required to be delivered by the Depositor, the Mortgage Loan
Sellers or any other Person (unless identified on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any
of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that
the same are genuine, enforceable, duly authorized, sufficient to perfect and maintain the perfection of a security interest
or appropriate for the represented purpose or that they are other than what they purport to be on their face and, with
respect to the documents specified in clause (viii) of the definition of the “Mortgage File”, whether
the insurance is effective as of the date of the recordation, whether all endorsements or riders issued are included in the
file or if the policy has not been issued whether any acceptable replacement document has been dated the date of the related
Mortgage Loan funding. Further, with respect to the UCC Financing Statements referenced in the Mortgage File, absent actual
knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File
indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification to be delivered in
accordance with this Section 2.02 that the related Mortgage File should include one state level UCC Financing
Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each
Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing), or if
the Custodian has received notice that a particular UCC Financing Statement was filed as a fixture filing, that the related
Mortgage File should include only a local UCC Financing Statement filing for each Mortgaged Property (or with respect to any
Mortgage Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as
debtors in the same UCC Financing Statement filing). The assignments of the UCC Financing Statements to be assigned to the
Trust will be delivered on the new national forms (or on such other form as may be acceptable for filing or recording in
the applicable jurisdiction) and in a format suitable for filing or recording, as applicable, and will be filed or recorded
in the jurisdiction(s) where such UCC Financing Statements were originally filed or recorded, as indicated in the documents
provided, and in accordance with then-current laws.


 


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


 






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for each affected Mortgage Loan, with particularity, the nature of such Defect (in a form reasonably acceptable
to the Custodian and such Mortgage Loan Seller and separating items required to be in the Mortgage File but never delivered
from items which were delivered by such Mortgage Loan Seller but are out for recording or filing and have not been returned
by the recorder’s office or filing office).


 


(g)         
 If the Master Servicer or the Special Servicer (i) receives any request or demand for repurchase or replacement of
a Mortgage Loan because of a breach of or alleged breach of a representation or warranty or a Defect (any such request or
demand for repurchase or replacement, a “Repurchase Request”, and the Master Servicer or the Special
Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request
Recipient” with respect to such Repurchase Request); or (ii) receives any withdrawal of a Repurchase Request
by the Person making such Repurchase Request or any rejection of a Repurchase Request (or such a Repurchase Request is
forwarded to the Master Servicer or Special Servicer by another party hereto), then the Repurchase Request Recipient shall
deliver notice (which may be by electronic format so long as a “backup” hard copy of such notice is also
delivered on or prior to the next Business Day) of such Repurchase Request or withdrawal or rejection of a Repurchase Request
(each, a “15Ga-1 Notice”) to the applicable Mortgage Loan Seller (other than in the case of a rejection by
such Mortgage Loan Seller) and the Depositor, in each case within ten (10) Business Days from such Repurchase Request
Recipient’s receipt thereof.


 


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


 


A
Repurchase Request Recipient shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client
privilege or attorney work product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice
provided pursuant to this Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor or
their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB
and any other requirement of law or regulation and (ii) (A) no action taken by, or inaction of, a Repurchase Request
Recipient and (B) no information provided pursuant to this Section 2.02(g) by a Repurchase Request Recipient,
shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have
with respect to the related Mortgage Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject
of a 15Ga-1 Notice.


 


In
the event that the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or the Custodian receives a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such
Repurchase Request to the Master Servicer, if relating to a Non-Specially Serviced Loan, or to the Special Servicer, if relating
to a Specially Serviced Loan or REO Property, and include the following statement in the related correspondence: “This is
a ‘Repurchase Request’ under Section 2.02 of the Pooling and Servicing Agreement relating to the CSAIL
2016-C6


 






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Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C6 requiring action by you as the
‘Repurchase Request Recipient’ thereunder.” Upon receipt of such Repurchase Request by the Master Servicer or
the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase
Request, and such party shall comply with the procedures set forth in this Section 2.02(g) with respect to such Repurchase
Request. In no event shall the Custodian, by virtue of this provision, be required to provide any notice other than as set forth
in Section 2.02 of this Agreement in connection with its review of the Mortgage File.


 


If
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian
receives notice or has knowledge of a withdrawal or a rejection of a Repurchase Request of which notice has been previously received
or given, and such notice was not received from or copied to the Master Servicer or the Special Servicer, then such party shall
give notice of such withdrawal or rejection to the Master Servicer or the Special Servicer, as applicable. Any such notice received
by the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian shall
also be provided to the Depositor and, in the case of a withdrawal notice, to the applicable Mortgage Loan Seller.


 


In
the event that a Mortgage Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Master Servicer
(with respect to Non-Specially Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans) shall promptly notify
the Depositor of such repurchase or replacement.


 


Section 2.03          Representations,
Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects
in Mortgage Files and Breaches of Representations and Warranties. (a)  The
Depositor hereby represents and warrants that:


 


(i)          The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and
the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement
by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby,
including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this
Agreement;


 


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


 






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


 


(iv)          There
is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any court
or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of the
Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


 


(v)          The
Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust, and the Mortgage
Loans have been validly transferred to the Trust.


 


   (b)          If
any Certificateholder, the Directing Certificateholder, the Master Servicer, the Special Servicer, the Certificate Administrator,
Operating Advisor (solely in its capacity as Operating Advisor) or the Trustee discovers (without implying any duty of such person
to make, or to attempt to make, such a discovery) or receives notice alleging a Material Defect in any Mortgage File, such Certificateholder,
the Directing Certificateholder, the Master Servicer, the Special Servicer, the Trustee, Operating Advisor (solely in its capacity
as Operating Advisor) or the Certificate Administrator, as applicable, shall give prompt written notice of such Material Defect
to the Depositor, the Master Servicer, the Special Servicer, the applicable Mortgage Loan Seller, the Trustee, the Certificate
Administrator, the Operating Advisor (solely in its capacity as Operating Advisor) and, prior to the occurrence of a Consultation
Termination Event, the Directing Certificateholder, and the Master Servicer (if the related Mortgage Loan is a Non-Specially Serviced
Loan) or Special Servicer (if the related Mortgage Loan is a Specially Serviced Loan), as applicable, shall request in writing
that the applicable Mortgage Loan Seller, not later than ninety (90) days after (i) except in the case of the succeeding
clause (ii), the applicable Mortgage Loan Seller’s discovery of the Material Defect or receipt of such notice
or (ii) in the case of a Material Defect relating to a Mortgage Loan not being a “qualified mortgage” within
the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2)
that causes a defective Mortgage Loan to be treated as a qualified mortgage, the earlier of (x) the discovery by the Mortgage
Loan Seller or any party to this Agreement of such Material Defect or (y) receipt of notice of a discovery of such Material
Defect from any party to this Agreement by the Mortgage Loan Seller, (such ninety (90) day 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,


 






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(B) repurchase the affected Mortgage Loan or REO Mortgage Loan at the applicable Purchase Price and in conformity with the
applicable Mortgage Loan Purchase Agreement and this Agreement or (C) substitute a Qualified Substitute Mortgage Loan (other
than with respect to any Mortgage Loan that is part of a Whole Loan, for which no substitution will be permitted) for such affected
Mortgage Loan or REO Mortgage Loan, and pay any Substitution Shortfall Amount in connection with such substitution (provided that in no event shall any such substitution occur on or after the second anniversary of the Closing Date) and pay the Master
Servicer for deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith and in conformity
with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided, however, that except with respect
to a Material Defect resulting solely from the failure by the Mortgage Loan Seller to deliver to the Trustee or Custodian the
actual policy of lender’s title insurance required pursuant to clause (viii) of the definition of Mortgage File by
a date not later than eighteen (18) months following the Closing Date, if such Material Defect is capable of being cured but is
not cured within the Initial Cure Period, and the applicable Mortgage Loan Seller has commenced and is diligently proceeding with
the cure of such Material Defect within the Initial Cure Period, the applicable Mortgage Loan Seller shall have an additional
ninety (90) days commencing immediately upon the expiration of the Initial Cure Period (such additional ninety (90) day period,
the “Extended Cure Period”) to complete such cure (or, failing such cure, to repurchase the related Mortgage
Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable) or substitute a Qualified Substitute Mortgage
Loan (other than with respect to any Mortgage Loan that is part of a Whole Loan, for which no substitution will be permitted)
and pay any Substitution Shortfall Amount in connection with such substitution) and provided, further, that with
respect to such Extended Cure Period the applicable Mortgage Loan Seller shall have delivered an officer’s certificate to
the Trustee, the Certificate Administrator (who shall promptly deliver a copy of such officer’s certificate to the 17g-5
Information Provider), the Master Servicer, the Special Servicer, the Operating Advisor and (with respect to any Mortgage Loan
other than an Excluded Loan, prior to the occurrence of a Consultation Termination Event), the Directing Certificateholder, setting
forth the reason such Material Defect is not capable of being cured within the Initial Cure Period and what actions the applicable
Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that the applicable Mortgage Loan Seller anticipates
that such Material Defect will be cured within the Extended Cure Period. Notwithstanding the foregoing, any Material Defect which
causes any Mortgage Loan not to be a “qualified mortgage” (within the meaning of Section 860G(a)(3) of the Code,
but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be
treated as a qualified mortgage) shall be deemed to materially and adversely affect the interests of Certificateholders therein,
and (subject to the applicable Mortgage Loan Seller’s right to cure such Material Defect during the Initial Cure Period)
such Mortgage Loan shall be repurchased or substituted for without regard to the Extended Cure Period described in the preceding
sentence. If the affected Mortgage Loan is to be repurchased, the funds in the amount of the Purchase Price remitted by the applicable
Mortgage Loan Seller are to be remitted by wire transfer to the Master Servicer for deposit into the Collection Account.


 


If
a Mortgage Loan Seller, in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage
Loan, makes a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Special
Servicer on behalf of the Trust and that such cash payment would be deemed sufficient to compensate the


 






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Trust for such Material
Defect (and, with respect to any Mortgage Loan other than an Excluded Loan, with the consent of the Directing Certificateholder
if no Control Termination Event has occurred and is continuing) (each such payment, a “Loss of Value Payment”)
with respect to such Mortgage Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve
Fund to be applied in accordance with Section 3.05(g) of this Agreement. The Loss of Value Payment shall include the
portion of any Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment and the portion of fees
and reimbursable expenses of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan. If such
Loss of Value Payment is made, the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders and
the Trustee on their behalf regarding any such Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise
cure such Material Defect or repurchase or substitute for the affected Mortgage Loan based on such Material Defect under any circumstances.
This paragraph is intended to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the
Master Servicer (in the case of Non-Specially Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans)
on behalf of the Trust, provided that (i) prior to any such agreement or settlement nothing in this paragraph shall preclude
the Mortgage Loan Seller or the Master Servicer or the Special Servicer, as applicable, from exercising any of its rights related
to a Material Defect in the manner and timing set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan), (ii) such Loss
of Value Payment shall not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a Material Defect as a
result of a Mortgage Loan not constituting a “qualified mortgage” within the meaning of Section 860G(a)(3) of the
Code (but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective mortgage loan to be
treated as a qualified mortgage) may not be cured by a Loss of Value Payment.


 


With
respect to any Non-Serviced Mortgage Loan, if any “Material Defect” (or analogous term) exists under the related Non-Serviced
PSA, and if the applicable Mortgage Loan Seller (or other responsibly party) repurchases the Non-Serviced Companion Loan securitized
thereunder from the trust created pursuant to such Non-Serviced PSA, then the related Mortgage Loan Seller shall promptly repurchase
such Non-Serviced Mortgage Loan at the applicable Purchase Price; provided, however, that the foregoing shall not
apply to any Defect related solely to the promissory note for any related Non-Serviced Companion Loan.


 


If
any Breach pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document
requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage
Loan document(s), then the related Mortgage Loan Seller may cure such Breach within the applicable cure period (as the same may
be extended) by reimbursing the Trust (by wire transfer of immediately available funds) for (i) the reasonable amount of any such
costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust
that are incurred as a result of such Breach and have not been reimbursed by the 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, the Special Servicer
or the Trust, as applicable, attributable to the Asset Review of


 






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such Mortgage Loan; provided, however, that in
the event any such costs and expenses exceed $10,000, the related Mortgage Loan Seller shall have the option to either repurchase
or substitute for the related Mortgage Loan as provided above or pay such costs and expenses. Except as provided in the proviso
to the immediately preceding sentence, the related Mortgage Loan Seller shall remit the amount of such costs and expenses and
upon its making such remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach in all respects. To
the extent any fees or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently obtained from
the related Mortgagor, the portion of the cure payment made by the related Mortgage Loan Seller equal to such fees or expenses
obtained from the related Mortgagor shall promptly be returned to the related Mortgage Loan Seller. Periodic Payments due with
respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Periodic
Payments due with respect to each Mortgage Loan being repurchased or replaced after the related Cut-off Date and received by the
Master Servicer or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution,
shall be part of the Trust Fund. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or
prior to the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being
repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date
of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer or the Special
Servicer to the applicable Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt. Notwithstanding
anything contained in this Agreement or the related Mortgage Loan Purchase Agreement, no delay in either the discovery of a Material
Defect or in providing notice of such Material Defect shall relieve the applicable Mortgage Loan Seller of its obligation to repurchase
if it is otherwise required to do so under the related Mortgage Loan Purchase Agreement and/or this Article II unless
(i) the related Mortgage Loan Seller did not otherwise discover or have knowledge of such Material Defect, (ii) such
delay is a result of the failure by a party to the applicable Mortgage Loan Purchase Agreement, or this Agreement (other than
the Asset Representations Reviewer), to provide prompt notice as required by the terms of the applicable Mortgage Loan Purchase
Agreement, or this Agreement, after such party has actual knowledge of such Material Defect (knowledge shall not be deemed to
exist by reason of the Custodial Exception Report), (iii) such Material Defect does not relate to the applicable Mortgage Loan
not being a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule
of Treasury regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated as a qualified mortgage and (iv)
such delay precludes such Mortgage Loan Seller from curing such Material Defect.


 


Pursuant
to each Mortgage Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with
respect to a Mortgage Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the
affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan
documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements,
if any, set forth in the Mortgage Loan documents and the related Mortgage Loan Seller provides an opinion of 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


 






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REMIC or the issuing entity and (iii) each applicable Rating Agency has provided a Rating Agency
Confirmation.


 


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


 






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months following
the Closing Date. Notwithstanding the foregoing, to the extent a Mortgage Loan Seller has otherwise complied with its document
delivery requirements under this Agreement and the related Mortgage Loan Purchase Agreement, in the event that the Custodian has
acknowledged receipt pursuant to Section 2.02 above of a document that is part of the Mortgage File or a Mortgage
Loan Seller can otherwise prove delivery of the document, and the Custodian subsequently loses a document, the fact that such
document is lost may not be utilized as the basis for a claim of a Material Defect against a Mortgage Loan Seller pursuant to
Section 6(e) of the related Mortgage Loan Purchase Agreement and/or this Section 2.03 and the Custodian shall
be liable for any such loss to the extent provided for in Section 8.01 hereof.


 


(d)       
   In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a
Mortgage Loan contemplated by this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the
Master Servicer and the Special Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of
the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer of a trust receipt
executed by the applicable Mortgage Loan Seller evidencing such repurchase or substitution, all portions of the Mortgage File
and other documents pertaining to such Mortgage Loan possessed by each of the Trustee, the Certificate Administrator, the
Custodian, the Master Servicer and the Special Servicer (other than attorney-client communications that are privileged
communications), and each document that constitutes a part of the Mortgage File that was endorsed or assigned to the Trustee
shall be endorsed or assigned, as the case may be, to the applicable Mortgage Loan Seller in the same manner as provided in
Section 6 of the related Mortgage Loan Purchase Agreement and, if applicable, the definition of “Mortgage
File” herein, so as to vest in such Mortgage Loan Seller the legal and beneficial ownership of such repurchased or
substituted Mortgage Loan (including property acquired in respect thereof and proceeds of any insurance policy with respect
thereto) and the related Mortgage Loan documents.


 


(e)       
   Section 6 of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the
Certificateholders (subject to the limitations on the rights of the Certificateholders under this Agreement), or the Trustee
on behalf of the Certificateholders, the Master Servicer or the Special Servicer, with respect to any Defect in a Mortgage
File or any Breach of any representation or warranty with respect to a Mortgage Loan set forth in or required to be made
pursuant to Section 6 of any of the Mortgage Loan Purchase Agreements.


 


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


 






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against the applicable Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii)
herein out of the related Purchase Price, to the extent that such expenses are a specific component thereof; and third,
if at the conclusion of such enforcement action it is determined that the amounts described in clauses first
and second are insufficient, then pursuant to Section 3.05(a)(viii) herein out of general collections on
the Mortgage Loans on deposit in the Collection Account. Any costs, expenses or attorneys’ fees related to a repurchase
of a Companion Loan shall be paid pursuant to the related Intercreditor Agreement or pursuant to the documents related to an
Other Securitization, if applicable.


 


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


 


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


 






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


 


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


 


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


 


(k)        
  (i)  In the event an Initial Requesting Certificateholder delivers a written request to a party to this
Agreement that a Mortgage Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material
Defect with respect to such Mortgage Loan and setting forth the basis for such allegation (a “Certificateholder
Repurchase Request”), 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


 






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Master Servicer (with
respect to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) (the
“Enforcing Servicer”) shall be the Enforcing Party with respect to the Repurchase Request.


 


(ii)        
  In the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator or the Operating Advisor (solely in its capacity as Operating Advisor) obtains knowledge of a Material Defect
with respect to a Mortgage Loan, that party shall deliver prompt written notice of such Material Defect to each other party
to this Agreement identifying the applicable Mortgage Loan and setting forth the basis for such allegation (an “PSA
Party Repurchase Request” and, either a Certificateholder Repurchase Request or a PSA Party Repurchase Request, the
“Repurchase Request”) and the Master Servicer (with respect to Non-Specially Serviced Loans) or the
Special Servicer (with respect to Specially Serviced Loans) will be required to promptly send the PSA Party Repurchase
Request to the related Mortgage Loan Seller. Prior to the occurrence of a Resolution Failure, the Master Servicer (with
respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall act as the
Enforcing Party and enforce the rights of the Trust against the related Mortgage Loan Seller with respect to a PSA Party
Repurchase Request.


 


(iii)          In
the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request
(a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply. 
Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the
related Mortgage Loan Seller.


 


After
the Dispute Resolution Cut-off Date, if no Certificateholder or Certificate Owner has become a Requesting Certificateholder, no
Certificateholder or Certificate Owner shall have the right to elect to refer the Repurchase Request to mediation or arbitration
and the Enforcing Servicer, as the Enforcing Party, shall be the sole party entitled to enforce the Trust’s rights against
the related Mortgage Loan Seller, subject to the consent or consultation rights of the Directing Certificateholder pursuant to
Section 6.08.


 


(l)          
 (i) After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase
Request was initiated by an Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing Servicer
will be required to send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting
Certificateholder, if any, to the address specified in the Initial Requesting Certificateholder’s Repurchase Request,
and to the Certificate Administrator (which shall be delivered via electronic mail to
trustadministrationgroup@wellsfargo.com) who shall make such notice available to all other Certificateholders and Certificate
Owners (by posting such notice on the Certificate Administrator’s Website) indicating the Enforcing Servicer’s
intended course of action with respect to the Repurchase Request (the “Proposed Course of Action”). Such
notice shall include (a) a request to Certificateholders to indicate their agreement with or dissent from such Proposed
Course of Action by clearly marking “agree” or “disagree” to the Proposed Course of Action on such
notice within 30 days of the date of such notice and a disclaimer that responses received after such 30-day period will not
be taken into consideration, (b) a statement that in the event any Certificateholder disagrees with the Proposed Course of
Action, the Enforcing Servicer shall be


 






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compelled to follow or accept the course of action agreed to and/or proposed by the
majority of the responding Certificateholders that involves referring the matter to mediation or arbitration, as the case may
be, (c) a statement that responding Certificateholders will be required to certify their holdings in connection with
such response, (d) a statement that only responses clearly marked “agree” or “disagree” with such
Proposed Course of Action will be taken into consideration and (e) instructions for responding Certificateholders to send
their responses to the applicable Enforcing Servicer and the Certificate Administrator. If (a) the Enforcing
Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action to
exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting
Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer the
matter to mediation (including nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s intended
course of action is to pursue further action to exercise rights against the applicable Mortgage Loan Seller with respect to
the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate
Owner does not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting
Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a
written notice (a “Preliminary Dispute Resolution Election Notice”) within 30 days from the date the
Proposed Course of Action Notice is posted on the Certificate Administrator’s Website (the “Dispute Resolution
Cut-off Date”) indicating its intent to exercise its right to refer the matter to either mediation or arbitration.
In the event any Certificateholder or Certificate Owner delivers a Preliminary Dispute Resolution Election Notice, and the
Enforcing Servicer has also received responses from other Certificateholders or Certificate Owners supporting the Enforcing
Servicer’s initial Proposed Course of Action, such responses shall be considered Preliminary Dispute
Resolution Election Notices supporting the Proposed Course of Action. The Certificate Administrator shall within three (3)
Business Days after the expiration of the 30-day response period, tabulate the responses received from the Certificateholders
and share the results with the Enforcing Servicer. The Certificate Administrator shall only count responses timely received
and clearly indicating agreement or dissent with the related Proposed Course of Action and additional verbiage or qualifying
language shall not be taken into consideration for purposes of determining whether the related Certificateholder agrees or
disagrees with the Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any
questions from Certificateholders regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate
Administrator’s obligations in connection with this Section 2.03(l) shall be limited solely to tabulating
Certificateholder responses of “agree” or “disagree” to the Proposed Course of Action, and such
obligation shall not be construed to impose any enforcement obligation on the Certificate Administrator. The Enforcing
Servicer may conclusively rely (without investigation) on the Certificate Administrator’s tabulation of the majority of
the responding Certificateholders.


 


(ii)          If
neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner delivers a Preliminary
Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate Owner shall
have the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall be the sole party
entitled to enforce the Trust’s rights against the related Mortgage Loan Seller, subject to the consent or consultation
rights of the Directing Certificateholder pursuant to Section 6.08.


 






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(iii)   
    Promptly and in any event within 10 Business Days following receipt of a Preliminary Dispute Resolution
Election Notice from (a) the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate
Owner (each of clauses (a) and (b), a “Requesting Certificateholder”), the Enforcing
Servicer will be required to consult with each Requesting Certificateholder regarding such Requesting
Certificateholder’s intention to elect either mediation (including nonbinding arbitration) or arbitration as the
dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution Consultation”)
so that such Requesting Certificateholder may consider the views of the Enforcing Servicer as to the claims underlying the
Repurchase Request and possible dispute resolution methods, such discussions to occur and be completed no later than 10
Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish procedures
the Enforcing Servicer deems in good faith to be in accordance with the Servicing Standard relating to the timing and extent
of such consultations. No later than 5 Business Days after completion of the Dispute Resolution Consultation, a
Requesting Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision to exercise its
right to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election
Notice”).


 


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


 


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


 






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(vi)         Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(l) will not apply, and the Enforcing
Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request,
or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence litigation
with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


 


(vii)        In
the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall remain
a party to any proceedings against the related Mortgage Loan Seller.


 


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


 


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


 


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


 


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


 


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


 


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


 


(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.


 






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


 


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


 


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


 


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


 


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


 


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


 


(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 


 



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Loan Purchase
Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent with those
agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted
by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the
Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including the fees
of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’
fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination of the
arbitrator shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties. The final
determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination permitted
under federal or state law, and may be enforced in any court of competent jurisdiction.


 


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


 


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


 


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


 


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


 


(ii)          If
the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District of New York if such court shall have subject
matter jurisdiction, or if the Southern District of New York has no jurisdiction, then in the Supreme Court of the State of New
York for the County of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)          The
details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under
this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course
of the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible
for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and will not be disclosed or shared
with any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection 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


 






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governmental regulatory body) for such confidential information, the recipient will promptly
notify the other party to the resolution procedure and will provide the other party with a reasonable opportunity to object to
the production of its confidential information.


 


(iv)          In
the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may
be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to
any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing
Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such
proceeding shall be determined by such Enforcing Servicer in consultation with the Directing Certificateholder (provided
that no Consultation Termination Event has occurred and is continuing), and in accordance with the Servicing Standard. All amounts
recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in the Collection
Account. The agreement with the arbitrator or mediator, as the case may be, will provide that in the event a Requesting Certificateholder
is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement reached
in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs and expenses
allocated to the Requesting Certificateholder.


 


(v)          In
the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay any expenses
allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the
mediation proceedings.


 


(vi)         The
Trust (or the Enforcing Servicer or the Trustee, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation
or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, however, that the Certificateholders
shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.06.


 


(vii)        For
the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request
to mediation or arbitration affect in any manner the ability of the Enforcing Servicer to perform its obligations with respect
to a Mortgage Loan or the exercise of any rights of a Directing Certificateholder.


 


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


 


(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.


 






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Section 2.04          Execution
of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage
Loans and, subject to Section 2.01 and 2.02, the delivery to the Custodian of the Mortgage Files and a fully
executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the
other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and delivery, and in exchange
for the Mortgage Loans (other than Excess Interest) and the other assets comprising the Lower-Tier REMIC, receipt of which is
hereby acknowledged, the Trustee (i) acknowledges the issuance of the Lower-Tier Regular Interests and the Class LR
Interest to the Depositor; (ii) acknowledges the creation of the Grantor Trust (as described in Section 2.05
below); and (iii) acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC;
and (iv) immediately thereafter, in exchange for the Lower-Tier Regular Interests and the $100 deposit by the Depositor in
respect of the Class X-D Certificates (and together with, in the case of the Class Z Certificates, the Depositor’s interest
in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest
and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon
the order of the Depositor, the Regular Certificates, the Class Z Certificates and the Class R Certificates, and the Depositor
hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire
beneficial ownership of the Upper-Tier REMIC (and, (y) in the case of the Class Z Certificates, the beneficial ownership
of the Grantor Trust, and (z) in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest).


 


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


 


[End
of Article II]


 


Article III



ADMINISTRATION AND

SERVICING OF THE TRUST FUND


 


Section 3.01          The
Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage
Loans, the Serviced Companion Loans and REO Properties. (a) Each of the Master Servicer and Special Servicer shall
diligently service and administer the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced
Companion Loans and the REO Properties (other than any REO Property related to a
Non-Serviced Mortgage Loan) it is obligated to service in accordance with applicable law, this Agreement and the Mortgage
Loan documents on behalf of the Trust and in the best interests of and for the benefit of the Certificateholders and, in
the case of the Serviced Companion Loans, the Companion Holders and the Trustee, in each case, as a collective whole, taking
into account the subordinate or pari passu nature of such Companion Loans, as the case may be (as determined by the
Master Servicer or Special Servicer, as the case may be, in its reasonable judgment), in accordance with applicable law, the
terms of this


 






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Agreement
(and, with respect to the 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 the Serviced Whole Loan, in the event of
a conflict between this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall control;
provided that in no event shall the Master Servicer or the Special Servicer, as the case may be, take any action or omit
to take any action in accordance with the terms of any Intercreditor Agreement that would cause the Master Servicer or the Special
Servicer, as the case may be, to violate the Servicing Standard or the REMIC Provisions. To the extent consistent with the foregoing,
the Master Servicer and the Special Servicer shall service the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and
the Serviced Companion Loans in accordance with the higher of the following standards of care: (1) in the same manner in
which, and with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case
may be, services and administers similar mortgage loans for other third party portfolios and (2) the same care, skill, prudence
and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage
loans owned by the Master Servicer or the Special Servicer, as the case may be, with a view to the (A) the timely recovery of
all payments of principal and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced
Loan or an REO Property, maximization of timely recovery of principal and interest on a net present value basis on such Mortgage
Loans and any related Serviced Companion Loans, and the best interests of the Trust and the Certificateholders (as a collective
whole as if such Certificateholders constituted a single lender) (and in the case of any Whole Loan, the best interests of the
Trust, the Certificateholders and any related Companion Holder (as a collective whole as if such Certificateholders and the holder
or holders of the related Companion Loan constituted a single lender), taking into account the subordinate or pari passu nature
of the related Companion Loan), as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable
judgment, in either case giving due consideration to the customary and usual standards of practice of prudent institutional commercial,
multifamily and manufactured housing community mortgage loan servicers, but without regard to any conflict of interest arising
from: (i) any relationship that the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the
Special Servicer may have with any Mortgagor or any Affiliate of such Mortgagor, any Mortgage Loan Seller, any other parties to
this Agreement, any Sponsor, any originator of a Mortgage Loan or any Affiliate of any of the foregoing; (ii) the ownership
of any Certificate, Companion Loan, mezzanine loan, or subordinate debt relating to a Mortgage Loan by the Master Servicer, the
Special Servicer or any Affiliate of the Master Servicer or the Special Servicer, as applicable; (iii) the obligation, if
any, of the Master Servicer to make Advances; (iv) the right of the Master Servicer or the Special Servicer, as the case
may be, or any of its Affiliates to receive compensation for its services and reimbursement for its costs hereunder or with respect
to any particular transaction; (v) the ownership, servicing or management for others of (a) the Non-Serviced Mortgage Loans
and the Non-Serviced Companion Loans or (b) any other mortgage loans, subordinate debt, mezzanine loans or properties not
covered by this Agreement or held by the Trust by the Master Servicer or the Special Servicer, as the case may be, or any of its
Affiliates; (vi) any debt that the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates,
has extended to any Mortgagor or an Affiliate of any Mortgagor (including, without limitation, any mezzanine 


 



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financing); (vii) any option to purchase any Mortgage Loan or the related Companion Loan the Master Servicer or the
Special Servicer, as the case may be, or any of its Affiliates, may have; and (viii) any obligation of the Master Servicer or
the Special Servicer, or any of their respective Affiliates, to repurchase, substitute or make a Loss of Value Payment for a
Mortgage Loan as a Mortgage Loan Seller (if the Master Servicer or the Special Servicer or any of their respective Affiliates
is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing
Standard”).


 


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 Sections
2.03(k) through 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 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


 






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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 documents contained in the related Mortgage File; (iii) any and all
instruments of satisfaction or cancellation, pledge agreements and other documents in connection with a defeasance, or of partial
or full release or discharge, and all other comparable instruments; and (iv) any or all complaints or other pleadings to
initiate and/or to terminate any action, suit or proceeding on behalf of the Trust (in their representative capacities (except
as set forth below in this paragraph). The Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer
(with respect to Specially Serviced Loans) shall provide to the Mortgagor related to such Mortgage Loans that it is servicing
any reports required to be provided to them pursuant to the related Mortgage Loan documents. Subject to Section 3.10,
the Trustee shall (i) on the Closing Date, furnish to the Master Servicer and the Special Servicer original powers of attorney
in the form of Exhibit R attached hereto (or such other form as mutually agreed to by the Trustee and the Master Servicer
or the Special Servicer, as applicable) and (ii) upon request, furnish, or cause to be furnished, to the Master Servicer
or the Special Servicer any powers of attorney substantially in the form of Exhibit R attached hereto (or such other
form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and other


 






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


 


(c)          To
the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents, Companion Loan documents
(including any related Intercreditor Agreement) to exercise its discretion with respect to any action which requires Rating Agency
Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in
the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if
any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall require the costs of such Rating Agency Confirmation to be borne by the related Mortgagor. To the extent the terms of the
related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) require the Mortgagor
to bear the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall not waive the requirement that such costs and expenses be borne by the related Mortgagor. To the extent that the terms of
the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) are silent as
to who bears the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall use reasonable efforts to have the Mortgagor bear such costs and expenses. The Master Servicer shall not be responsible
for the payment of such costs and expenses out of pocket other than as a Servicing Advance.


 






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(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 and that the Master Servicer or
the Special Servicer shall service the related Mortgage Loan for the benefit of the Certificateholders. If a letter of credit is
required to be drawn upon earlier than the date the applicable Mortgage Loan Seller has notified the provider of such letter of
credit pursuant to clause (x) of the immediately preceding sentence, such Mortgage Loan Seller shall cooperate with
the reasonable requests of the Master Servicer or Special Servicer in connection with making a draw under such letter of credit.
If the Mortgage Loan documents do not require the related Mortgagor to pay any costs and expenses relating to any modifications
to or assignment of the related letter of credit, then the applicable Mortgage Loan Seller shall pay such costs and expenses as
and to the extent required under the applicable Mortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related
Mortgagor to pay any costs and expenses relating to any modifications to the related letter of credit, and such Mortgagor fails
to pay such costs and expenses after the Master Servicer has exercised reasonable efforts to collect such costs and expenses from
such Mortgagor, then the Master Servicer shall give the applicable Mortgage Loan Seller notice of such failure and the amount of
costs and expenses, and such Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the applicable
Mortgage Loan Purchase Agreement. The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor.
Neither the Master Servicer nor the Special Servicer shall have any liability for the failure of any Mortgage Loan Seller to perform
its obligations under the related Mortgage Loan Purchase Agreement.


 


(g)         Notwithstanding
anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make an Advance with respect
to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer included in the Trust
Fund.


 


(h)         Servicing and
administration of the 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


 






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benefit of the Trust or any party hereto, or payable
to the related Companion Holder, in accordance with the related Intercreditor Agreement remain due and owing.


 


(i)          The Special Servicer
agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced Whole Loan, that is
subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19, use commercially
reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the Special Servicer
determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to any such Intercreditor
Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement shall be paid as a Trust
Fund expense or, subject to the terms of the applicable Intercreditor Agreement, (i) with respect to any Serviced Pari Passu
Whole Loan, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan, in accordance with the
respective outstanding principal balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan
or (ii) with respect to any Serviced AB Whole Loan, first, by the related AB Subordinate Companion Loan and then,
by the Trust.


 


(j)          Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related Intercreditor
Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect to making Advances)
even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing agreement
is entered into in accordance with the related Intercreditor Agreement (it being acknowledged that neither the Master Servicer
nor the Special Servicer shall be obligated under a separate agreement to which it is not a party); provided that, other
than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses
incurred in connection with a legal claim or action resulting from an action or inaction taken or not taken while the related Serviced
Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan
on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust
Fund and the Master Servicer shall have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases
to be part of the Trust Fund; provided, however, that if, in the case of any Serviced Pari Passu Whole Loan, the
related Serviced Companion Loan continues to be included in an Other Securitization, then for so long as a separate servicing agreement
(pursuant to the related Intercreditor Agreement) has not been entered into, the Master Servicer shall inform the related Other
Servicer of any need to make Servicing Advances with respect to a Serviced Whole Loan within three (3) Business Days of determining
that such an Advance is necessary or being notified that such an Advance is necessary, or in the case of a Servicing Advance that
needs to be made on an emergency or urgent basis, within one (1) Business Day. With respect to Servicing Advances made by any Other
Servicer as contemplated in the second proviso to the preceding sentence, the Master Servicer shall, from collections on the related
Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO Properties) received by the Master Servicer,
reimburse the Other Servicer for such Servicing Advances in the same manner and on the same level of priority as if such Servicing
Advances had been made by the Master Servicer hereunder.


 






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(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 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 the Jay Scutti Plaza Companion Loan, 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.


 






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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 Special Servicer,
as the case may be, may take action to enforce the Trust’s right to apply excess cash flow to principal in accordance with
the terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, as applicable, may in its discretion waive
any Penalty Charge in connection with any delinquent payment on a Mortgage Loan and Companion Loan that it is obligated to service
hereunder.


 


(b)         (i)  All
amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under the
Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of
the Mortgage Loan documents; provided, however, that absent express provisions in the related Mortgage Loan documents
(including any related Intercreditor Agreement), 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 the 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 expenses of the Trust;


 


second, as a recovery
of Nonrecoverable Advances with respect to the related Mortgage Loan and any interest on those Nonrecoverable Advances at the Reimbursement
Rate, to the extent previously paid or reimbursed from principal collections on the other Mortgage Loans (as described in the first
proviso in the definition of Principal Distribution Amount);


 


third, to the
extent not previously allocated pursuant to clause first, as a recovery of accrued and unpaid interest on such Mortgage
Loan (exclusive of default interest and Excess Interest) to the extent of the excess of (i) accrued and unpaid interest 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) 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 (to the extent collections have not been allocated
as recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates;


 






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


 


fifth, as a recovery
of accrued and unpaid interest on such Mortgage Loan to the extent of 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 (to
the extent collections have not been allocated as recovery of 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 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 and 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);


 


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


 






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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.


 


(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 the 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 expenses of the Trust with respect
to the related Mortgage Loan;


 


second, as a recovery
of Nonrecoverable Advances with respect to the related Mortgage Loan and any interest on those Nonrecoverable Advances at the Reimbursement
Rate, to the extent previously paid or reimbursed from principal collections on the other Mortgage Loans (as described in the first
proviso in the definition of Principal Distribution Amount);


 


third, to the
extent not previously allocated pursuant to clause first, as a recovery of accrued and unpaid interest on such Mortgage
Loan (exclusive of default interest and Excess Interest) to the extent of the excess of (i) accrued and unpaid interest on such
Mortgage Loan at the applicable Mortgage Rate in effect from time to time through the end of the applicable mortgage interest accrual
period, over (ii) 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 (to the extent collections have not been allocated
as a recovery of accrued and unpaid interest pursuant to clause fifth below or clause fifth of Section 3.02(b)(i)
on earlier dates);


 


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


 


fifth, as a recovery
of accrued and unpaid interest on such Mortgage Loan to the extent of the 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 (to
the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth
or clause fifth of Section 3.02(b)(i) on earlier dates);


 






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


 


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


 


eighth, as a recovery
of any assumption fees 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 the 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 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 Special Servicer will be receiving Excess Interest prior
to the Determination Date for any Collection Period, the Master Servicer or Special Servicer, as the case may be, shall notify
the Trustee and Certificate Administrator two (2)


 






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


 


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


 


(f)          Promptly following
the Closing Date, in the case of any Non-Serviced Whole Loan, the Certificate Administrator shall send written notice (in the form
attached hereto as Exhibit T) to the related Non-Serviced Master Servicer (with a copy to any other applicable party
set forth on the schedule of addresses to Exhibit T) stating that, as of such date, the Trustee is the holder of the related
Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer to remit to the Master Servicer all amounts payable
to, and to forward, deliver or otherwise make available, as the case may be, to the Master Servicer all reports, statements, documents,
communications and other information that are to be forwarded, delivered or otherwise made available to, the holder of such Non-Serviced
Mortgage Loan under the related Non-Serviced Intercreditor Agreement and the related Non-Serviced PSA. The Master Servicer shall,
within two (2) Business Days of receipt of properly identified funds, deposit into the Collection Account all amounts received
with respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged Property or any related REO Property.


 


Section 3.03          Collection
of Taxes, Assessments and Similar Items; Servicing Accounts. (a)  The Master Servicer shall establish and maintain
one or more accounts (the “Servicing Accounts”), into which all Escrow Payments shall be deposited and retained,
and shall administer such Servicing Accounts in accordance with the Mortgage Loan documents and, if applicable, the Companion
Loan documents, as the case may be. Any Servicing Account related to a Serviced Whole Loan shall be held for the benefit of the
Certificateholders and the related Serviced Companion Noteholder collectively, but this shall not be construed to modify respective
interests of either noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit in Servicing Accounts
may only be invested in accordance with the terms of the related Mortgage Loan documents and Companion Loan documents, as applicable,
or in Permitted Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall be Eligible
Accounts to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited from
a Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments were collected and comparable
items; (ii) reimburse the Trustee and then the Master Servicer, if applicable, for any Servicing Advances; (iii) refund
to Mortgagors any sums as may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing
Account, if required by applicable law or the terms of the related Mortgage Loan or Companion Loan and 


 






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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 the Serviced Whole Loan,
the Master Servicer shall advance all such funds as are necessary for the purpose of effecting the payment of


 






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


 






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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 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 to enforce the rights of the
holder of the related


 






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


 


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


 


Section 3.04          The
Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution
Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Gain-on-Sale Reserve Account. (a)  The
Master Servicer shall establish and maintain, or cause to be established and maintained, a Collection Account in which the Master
Servicer shall deposit or cause to be deposited, in no event later than the second Business Day following receipt of 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);


 


(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)


 






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Liquidation Proceeds that are
received in connection with the purchase by the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling
Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the Trust Fund and that are
to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any proceeds that are
received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization by the related
mortgage loan seller, which shall be paid directly to the servicer of such securitization) together with any recovery of Unliquidated
Advances in respect of the related Mortgage Loans;


 


(v)         any
amounts required to be transferred from the REO Account pursuant to Section 3.14(c);


 


(vi)       any
amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred
with respect to Permitted Investments of funds held in the Collection Account; and


 


(vii)       any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding the foregoing
requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer would be authorized
to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead
immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance
with the terms hereof and shall be reported as if deposited in such Collection Account and then withdrawn.


 


The foregoing requirements
for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands,
assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient
funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional servicing compensation
need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit in the Collection
Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any
provision herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from Mortgagors
on Specially Serviced Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


 


Upon receipt of any of
the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the Special
Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection Account, in
accordance with this Section 3.04(a). Any such amounts received by the Special Servicer with respect to an REO Property
shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Collection
Account, pursuant to


 






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


 


(b)         The
Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account,
the Interest Reserve Account and the Gain-on-Sale Reserve Account in trust for the benefit of the Certificateholders (other than
the Holders of Class Z Certificates) and the Trustee as Holder of the Lower-Tier Regular Interests, (ii) the Upper-Tier REMIC
Distribution Account for the benefit of the Certificateholders (other than the Holders of Class Z Certificates) and the Trustee
as Holder of the Lower-Tier Regular Interests and (iii) the Excess Interest Distribution Account for the benefit of the Holders
of the Class Z Certificates. The Master Servicer shall deliver to the Certificate Administrator each month on or before the P&I
Advance Date therein, for deposit (x) in the Lower-Tier REMIC Distribution Account, that portion of the Available Funds attributable
to the Mortgage Loans (in each case, calculated without regard to clauses (a)(iii)(B), (a)(iv), (c) and
(d) of the definition of Available Funds) for, and any Yield Maintenance Charges with respect to the Mortgage Loans distributable
on, the related Distribution Date and (y) in the Excess Interest Distribution Account all Excess Interest for the related
Distribution Date then on deposit in the Collection Account after giving effect to withdrawals of funds pursuant to  Section 3.05(a)(ii).
For the avoidance of doubt, so long as Wells Fargo Bank, National Association is the Certificate Administrator, all funds held
in the Distribution Account, 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, promptly upon receipt, 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 the 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


 






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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 the Serviced Whole Loan Remittance Date, the
Companion Paying Agent shall make the payments and remittance described in Section 4.01(k), which payments and remittance
shall be made, in each case, on the Serviced Whole Loan Remittance Date.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


If, as of the close of
business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in the foregoing clauses (i)
through (v) or any Excess Interest are required to be delivered hereunder, the Master Servicer shall not have delivered
to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account,
as applicable, the amounts required to be deposited therein pursuant to the provisions of this Agreement (including any P&I
Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a) hereof), the Master Servicer shall pay the
Certificate Administrator interest on such late payment at the Prime Rate from and including


 






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the date such payment was required
to be made (without regard to any Grace Period set forth in Section 7.01(a)(i)) until (but not including) the date
such late payment is received by the Certificate Administrator.


 


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


 


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


 


Funds on deposit in the
Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution
Account or the Lower-Tier REMIC Distribution Account shall not be invested for so long as Wells Fargo Bank, National Association
is the Certificate Administrator; provided, however, that such funds may be invested and, if invested, shall be invested
by, and at the risk of, the Certificate Administrator (but only if the Certificate Administrator is not Wells Fargo Bank, National
Association) in Permitted Investments selected by the party hereunder that maintains such account which shall mature, unless payable
on demand, not later than such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals
from the Distribution Account, and any such Permitted Investment shall not be sold or disposed of prior to its maturity unless
payable on demand. All such Permitted Investments to be administered by the Certificate Administrator shall be made in the name
of “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wells Fargo Bank, National Association,
as Trustee for the Holders of the CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2016-C6 as their interests may appear”, or in the name of any successor trustee, as Trustee for the Holders of the CSAIL
2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C6 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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As of the Closing Date,
the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account and the Lower-Tier
REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate Administrator shall
give notice to the Trustee, the Master Servicer and the Depositor of the proposed location of the Interest Reserve Account, the
Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account, and,
if established, the Gain-on-Sale Reserve Account prior to any change thereof.


 


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


 


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


 


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


 


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


 


Upon the disposition
of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will calculate
the Gain-on-Sale Proceeds, if any, realized that


 






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are allocable to the Mortgage Loan, as applicable, in connection with such sale
and remit such funds to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account. Any gain on such disposition
that is allocable to any related Companion Loan in accordance with the terms of the related Intercreditor Agreement shall be remitted
to the Companion Paying Agent for deposit into the Companion Distribution Account.


 


(f)          Any Non-Serviced
Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced PSA shall be
remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.


 


(g)         [Reserved]


 


(h)         [Reserved]


 


(i)          If any Loss of
Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively, the
“Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding
such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account
of an Eligible Account. The Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments
received by it. The Certificate Administrator shall, based upon information obtained from the CREFC® reports delivered
by the Master Servicer pursuant to the terms hereof, account for the Loss of Value Reserve Fund as an outside reserve fund within
the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC 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) for any of the following purposes (the following not being an order of priority and without duplication of the same payment
or reimbursement):


 


(i)          (A)
no later than 4:00 p.m., New York City time, on each P&I Advance Date, to remit to the Certificate Administrator for deposit
in the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account the amounts required to be remitted pursuant
to the first paragraph of Section 3.04(b) or that may be applied to make P&I Advances pursuant to Section 4.03(a);
(B) pursuant to the second paragraph of Section 3.04(b), to remit to the Companion Paying Agent for deposit in the Companion Distribution
Account the amounts required to be so deposited with respect to the


 






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


 


(ii)          (A)  to
pay itself (or, with respect to any Transferable Servicing Interest, to pay KeyBank National Association if KeyBank National Association
is no longer the Master Servicer, any such interest pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of
each Mortgage Loan, Companion Loan, Specially Serviced Loan, and REO Loan, as applicable, the Master Servicer’s rights to
payment of Servicing Fees pursuant to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion
Loan, Specially Serviced Loan or REO Loan, as applicable, being limited to amounts received on or in respect of such Mortgage Loan
or related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds)
or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable
as recovery of interest thereon, (B) to pay the Special Servicer any unpaid Special Servicing Fees, Liquidation Fees and Workout
Fees in respect of each Specially Serviced Loan or REO Loan or Corrected Loan, as applicable, and any expense incurred by the Special
Servicer in connection with performing any inspections pursuant to Section 3.12(a), remaining unpaid first,
out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds and collections in respect of the related
Specially Serviced Loan (provided that, in the case of such payment relating to a Serviced Whole Loan, such payment shall
be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan,
pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan,
in accordance with their outstanding principal balances, or (ii) with respect to an AB Whole Loan, first, from the related
AB Subordinate Companion Loan and then, from the AB Mortgage Loan) and then out of general collections on the Mortgage
Loans and REO Properties, (C) to pay the Operating Advisor (or the Master Servicer, if applicable) any unpaid Operating Advisor
Fees or Operating Advisor Consulting Fees in respect of each Mortgage Loan, Specially Serviced Loan or REO Loan (other than any
related Companion Loan), as applicable, the Operating Advisor’s right to payment of the Operating Advisor Fee or Operating
Advisor Consulting Fee pursuant to this clause (ii)(C) with respect to any Mortgage Loan, Specially Serviced Loan or
REO Loan (other than any related Companion Loan), as applicable, being limited to amounts received on or in respect of such Mortgage
Loan (whether in the form of payments, P&I Advances (solely with respect to the Operating Advisor Fee), Liquidation Proceeds
or Insurance and Condemnation Proceeds), such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance
and Condemnation Proceeds), that are allocable as recovery of interest thereon, and (D) to pay the Asset Representations Reviewer,
any unpaid Asset Representations Reviewer Fee and (subject to Section 12.02(b)) Asset Representations Reviewer Asset
Review Fee, if any, payable in connection with any Asset Review performed as a result of an Affirmative Asset Review Vote;


 






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(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 the Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from any
amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate
Companion Loan) prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account;
provided, further, that if such P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement
Amount, then the maker of such P&I Advance shall additionally, but without duplication, thereafter be entitled to reimbursement
for such P&I Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO
Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal to the
extent provided in clause (v) below; and provided, further, that if such Advance becomes a Nonrecoverable
Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(iv)        to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances, the
Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant to this
clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Companion Loan
or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds
and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements
shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan,
pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan
in accordance with their outstanding principal balances, or (ii) with respect to an AB Whole Loan, first, from the
related AB Subordinate Companion Loan (if any) and then, from any related AB Mortgage Loan (provided that, with respect
to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the 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


 






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recoveries of principal to the extent provided in clause (v) below; provided, further, that if such
Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(v)         to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), (1) for Nonrecoverable Advances first,
out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan
and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made with respect
thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties, then,
to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject to any
exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections
on the Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion of the
general collections on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above; (provided
that, in case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement
shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole
Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loan in accordance with their outstanding principal balances, or (ii) with
respect to an AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then from the AB Mortgage
Loan and provided, further, that, in case of such reimbursement with respect to Nonrecoverable Servicing Advances
relating to a Serviced Whole Loan, such reimbursement shall be made as described above in this clause (v)(1) and (v)(2),
prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account; provided,
further, that with respect to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds collected
from the related Serviced Whole Loan shall be made only from amounts collected with respect to such Serviced Mortgage Loan (and
not from any amounts collected with respect to the related Serviced Companion Loan), in accordance with the terms of the related
Intercreditor Agreement (provided that, with respect to any Serviced Companion Loan, the foregoing with respect to Nonrecoverable
Servicing Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Mortgage Loan and AB Subordinate Companion Loan), prior to reimbursement from other funds unrelated to such Serviced Whole Loan
on deposit in the Collection Account related to any Mortgage Loan) or (3) to pay itself, with respect to any Mortgage Loan,
any related Companion Loan, if applicable, or REO Property any related earned Servicing Fee that remained unpaid in accordance
with clause (ii) above following a Final Recovery Determination made with respect to such Mortgage Loan or REO Property
and the deposit into the Collection Account of all amounts received in connection therewith;


 


(vi)        at
such time as it reimburses the Trustee and itself, as applicable (in that order), or any Other Trustee or Other Servicer for a
related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance


 






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(including any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) or
clause (v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and
payable thereon in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Servicing Advances
(including any such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv)
or clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case
may be, any interest accrued and payable thereon in accordance with Section 3.03(d) and 3.11(d) or (c) any
Nonrecoverable Advances pursuant to clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other
Trustee or Other Servicer as the case may be, any interest accrued and payable thereon; provided that in all events, subject
to the related Intercreditor Agreement, interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds
actually distributable to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate Companion
Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any
amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate
Companion Loan);


 


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


 


(viii)      in
accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first, out
of Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and
then out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred
by such Person in connection with the 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


 






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outstanding
principal balances or (ii) with respect to an AB Whole Loan, first,
from the related AB Subordinate Companion Loan (if any) and then, from any related AB Mortgage Loan (provided that,
with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect
to the Mortgage Loans;


 


(ix)         to
pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation
Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and
then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of such reimbursement
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
(i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu
Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their outstanding principal balances or (ii) 
with respect to an AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then, from any
related AB Mortgage Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit
or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the
related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior
to being payable out of general collections with respect to the Mortgage Loan;


 


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


 






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


 


(xii)        to
pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of their respective
directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out of general collections,
any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section 6.04(b);
provided that, in case of such reimbursement (other than a reimbursement of any amounts payable to CREFC®)
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
(i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu
Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their outstanding principal balances or (ii)  with
respect to an AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then, from any related
AB Mortgage Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable
out of general collections with respect to the Mortgage Loans;


 


(xiii)       to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b),
3.18(b), 3.18(d), 3.18(i) and 10.01(f) to the extent payable out of the Trust Fund, (b) the cost
of any Opinion of Counsel contemplated by Sections 13.01(a) or Section 13.01(c) in connection with an amendment
to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests
of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a); provided
that, in case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of
the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro rata and pari
passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their outstanding
principal balances or (ii) with respect to an AB Whole Loan, first,
from the related AB Subordinate Companion Loan (if any) and then, from any related AB Mortgage Loan (provided that,
with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Mortgage Loan and AB Subordinate 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);


 






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(xv)         to
reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses incurred
by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 


(xvi)        to
pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any (, previously purchased
by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods
after the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated by
Section 2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon
subsequent to the date of substitution, and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments
due thereon during or prior to the month of substitution, in accordance with Section 2.03(b);


 


(xvii)       to
remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the
Interest Reserve Account pursuant to Section 3.21;


 


(xviii)      to
reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant to
Section 3.26(i);


 


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


 


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


 


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


 


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


 


The Master Servicer shall
also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer, the
applicable Non-Serviced Trustee, the applicable 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 anything
to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor out of general collections
that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable to the
related Companion Loan.


 


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


 


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


 


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


 


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


 


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


 






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amendment is in furtherance of the rights and interests of Certificateholders, in each case, to the extent
not paid pursuant to Section 13.01(g);


 


(v)          to
pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets or transactions
of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate Administrator,
the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(g);


 


(vi)         to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier
REMIC or the Upper-Tier REMIC;


 


(vii)        to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to be deposited
therein; and


 


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


 


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


 


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


 


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


 


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


 


(e)           [Reserved]


 


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


 






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Certificate Administrator and to the Trustee, pro
rata, second to the Special Servicer, third to the Master Servicer and then to the Operating Advisor.


 


(g)         If any Loss of
Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related Serviced REO
Property, then the Special Servicer shall, promptly upon written direction from the Master Servicer (provided that, (1)
with respect to clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer of the occurrence
of the applicable Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator shall have provided
the Master Servicer and the Special Servicer with five Business Days’ prior notice of such final Distribution Date), transfer
such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for
deposit into the Collection Account for the following purposes:


 


(i)          to
reimburse the Master Servicer or the Trustee, in accordance with Section 3.05(a) of this Agreement, for any Nonrecoverable
Advance made by such party with respect to such Mortgage Loan or any related Serviced REO Property (together with any interest
on such Advances);


 


(ii)         to
pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any
expense or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid
out of such Loss of Value Payments, would constitute an additional expense of the Trust;


 


(iii)        to
offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be (as
calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan or any
related successor REO Loan;


 


(iv)        following
the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property and any related transfers
from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect
of any other Mortgage Loan or Serviced REO Loan; and


 


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


 


(h)         Any Loss of Value
Payments transferred to the Collection Account pursuant to clauses (g)(i)-(g)(iii) of the prior paragraph shall be
treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Mortgage


 






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Loan
with respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Collection
Account pursuant to clause (g)(iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the
Trust in respect of the related Mortgage Loan or REO Mortgage Loan for which such Loss of Value Payments are being transferred
to the Collection Account to cover an item contemplated by clauses (g)(i)-(g)(iv) of the prior paragraph.


 


(i)          The Companion
Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions pursuant to
Section 4.01(k).


 


Section 3.06          Investment
of Funds in the Collection Account and the REO Account. (a)  The Master Servicer may direct any depository
institution maintaining the Collection Account, the Companion Distribution Account, or any Servicing Account (for purposes of
this Section 3.06, an “Investment Account”), the Special Servicer may direct any depository institution
maintaining the REO Account or Loss of Value Reserve Fund (also for purposes of this Section 3.06, an “Investment
Account”) to invest or if it is such depository institution, may itself invest, the funds held therein, only in one
or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later
than the Business Day immediately preceding the next succeeding date on which funds are required to be withdrawn from such account
pursuant to this Agreement, if a Person other than the depository institution maintaining such account is the obligor thereon
and (ii) no later than the date on which funds are required to be withdrawn from such account pursuant to this Agreement,
if the depository institution maintaining such account is the obligor thereon. All such Permitted Investments shall be held to
maturity, unless payable on demand. Any funds held in an Investment Account shall be held in the name of the Master Servicer or
the Special Servicer, as applicable, on behalf of the Trustee (in its capacity as such) for the benefit of the Certificateholders.
The Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained
by or for the Master Servicer), the Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing
Account maintained by or for the Special Servicer) on behalf of the Trustee, shall maintain continuous physical possession of
any Permitted Investment of amounts in the Collection Account, the Companion Distribution Account, the Servicing Accounts, Loss
of Value Reserve Fund or REO Account, as applicable, that is either (i) a “certificated security,” as such term
is defined in the UCC (such that the Trustee shall have control pursuant to Section 8-106 of the UCC) or (ii) other
property in which a secured party may perfect its security interest by physical possession under the UCC or any other applicable
law. In the case of any Permitted Investment held in the form of a “security entitlement” (within the meaning of Section 8-102(a)(17)
of the UCC), the Master Servicer or the Special Servicer, as applicable, shall take or cause to be taken such action as the Trustee
deems reasonably necessary to cause the Trustee to have control over such security entitlement. In the event amounts on deposit
in 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


 






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mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and (b) the
amount required to be withdrawn on such date; and


 


(ii)         demand
payment of all amounts due thereunder promptly upon determination by the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted Investment in
respect of funds thereafter on deposit in the Investment Account.


 


(b)         Interest and investment
income realized on funds deposited in the Collection Account, the Companion Distribution Account or any Servicing Account maintained
by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such account for the period
from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date,
shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing Accounts) not required
to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction, in accordance with
Section 3.03 or Section 3.05(a), as the case may be. Interest and investment income realized on funds deposited
in the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer, to the extent
of the Net Investment Earnings, if any, with respect to such account for each period from and including any Distribution Date to
and including the immediately succeeding P&I Advance Date, shall be for the sole and exclusive benefit of the Special Servicer
and shall be subject to its withdrawal in accordance with Section 3.14(c). In the event that any loss shall be incurred
in respect of any Permitted Investment (as to which the Master Servicer or Special Servicer, as applicable, would have been entitled
to any Net Investment Earnings hereunder) directed to be made by the Master Servicer or Special Servicer, as applicable, and on
deposit in any of the Collection Account, the Companion Distribution Account, the Servicing Account, Loss of Value Reserve Fund
or the REO Account, the Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing
Account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account, Loss of Value Reserve
Fund or any Servicing Account maintained by or for the Special Servicer) shall deposit therein, no later than the P&I Advance
Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect to such account for the period from
and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date; provided
that neither the Master Servicer nor the Special Servicer shall be required to deposit any loss on an investment of funds in an
Investment Account if such loss is incurred solely as a result of the insolvency of the federal or state chartered depository institution
or trust company that holds such Investment Account, so long as such depository institution or trust company satisfied the qualifications
set forth in the definition of Eligible Account at the time such investment was made (and, with respect to the Master Servicer,
such federal or state chartered depository institution or trust company is not an Affiliate of the Master Servicer 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,


 






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upon the request
of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such action as may be
appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.


 


Section 3.07          Maintenance
of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a)  To the extent permitted by the related
Mortgage Loan documents and required by the Servicing Standard, the Master Servicer (with respect to the Mortgage Loans (other
than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use efforts consistent with the Servicing Standard
to cause the Mortgagor to maintain (other than with respect to a Non-Serviced Mortgage Loan), and the Special Servicer (with respect
to REO Properties other than any Non-Serviced Mortgaged Properties) shall maintain all insurance coverage as is required under
the related Mortgage Loan documents except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance
Default (and except as provided in the next sentence with respect to the Master Servicer or Special Servicer, as applicable).
If the Mortgagor does not so maintain such insurance coverage, subject to its recoverability determination with respect to any
required Servicing Advance, the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan)
and any related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties other than a Non-Serviced Mortgaged
Property) shall maintain all insurance coverage as is required under, and such insurance coverage is to be obtained from an insurer
meeting the requirements under, the related Mortgage Loan documents, but only in the event the Trustee has an insurable interest
therein and such insurance is available to the Master Servicer or the Special Servicer and, if available, can be obtained at commercially
reasonable rates, as determined, in accordance with the Servicing Standard (and (i) prior to the occurrence and continuance of
any Control Termination Event and (ii) other than with respect to any Excluded Loan, any determination that such insurance coverage
is not available or not available at commercially reasonable rates to be made with the consent of the Directing Certificateholder)
by the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced
Companion Loan) or the Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Property) except
to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default as determined by the Special
Servicer ((i) prior to the occurrence and continuance of any Control Termination Event and (ii) other than with respect to any
Excluded Loan, with the consent of the Directing Certificateholder); provided, however, that if any Mortgage permits
the holder thereof to dictate to the Mortgagor the insurance coverage to be maintained on such Mortgaged Property, the Master
Servicer or, with respect to an REO Property, the Special Servicer, shall impose or maintain, as applicable, such insurance requirements
as are consistent with the Servicing Standard taking into account the insurance in place at the closing of the Mortgage Loan,
provided that, with respect to the immediately preceding proviso, the Master Servicer will be obligated to use efforts
consistent with the Servicing Standard to cause the Mortgagor to maintain (or to itself maintain) insurance against property damage
resulting from terrorist or similar acts unless the Mortgagor’s failure is an Acceptable Insurance Default (as determined
by the Special Servicer with ((i) unless a Control Termination Event has occurred and is continuing and (ii) other than with respect
to any Excluded Loan) the consent of the Directing Certificateholder) and only in the event the Trustee has an insurable interest
therein and such insurance is available to the Master Servicer or the Special Servicer, as applicable, and, if available, can
be obtained at commercially reasonable rates. The Master Servicer and Special Servicer shall be entitled to rely on insurance
consultants


 






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(at the applicable servicer’s expense) in determining whether any insurance is available at commercially reasonable
rates. Subject to Section 3.15(a) and the costs of such insurance being reimbursed or paid to the Special Servicer
as provided in the third-to-last sentence of this paragraph, the Special Servicer shall maintain (except to the extent that the
failure to maintain such insurance coverage is an Acceptable Insurance Default) for each REO Property (other than any Non-Serviced
Mortgaged Property) no less insurance coverage than was previously required of the Mortgagor under the related Mortgage Loan documents
unless the Special Servicer determines ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other
than with respect to any Excluded Loan, with the consent of the Directing Certificateholder) that such insurance is not available
at commercially reasonable rates or that the Trustee does not have an insurable interest, in which case the Master Servicer shall
be entitled to conclusively rely on the Special Servicer’s determination. All Insurance Policies maintained by the Master
Servicer or the Special Servicer shall (i) contain a “standard” mortgagee clause, with loss payable to the Master
Servicer on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage Loans (other than any Non-Serviced
Mortgage Loan), including any related Serviced Companion Loan, other than REO Properties) or to the Special Servicer on behalf
of the Trustee (in the case of insurance maintained in respect of REO Properties), (ii) be in the name of the Trustee (in
the case of insurance maintained in respect of REO Properties), (iii) include coverage in an amount not less than the lesser
of (x) the full replacement cost of the improvements securing Mortgaged Property or the REO Property, as applicable, and
(y) the outstanding principal balance owing on the related Mortgage Loan (including any related Serviced Companion Loan)
or REO Loan, as applicable, and in any event, the amount necessary to avoid the operation of any co-insurance provisions, (iv) include
a replacement cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted under the related
Mortgage Loan documents), (v) be noncancelable without thirty (30) days prior written notice to the insured party (except
in the case of nonpayment, in which case such policy shall not be cancelled without ten (10) days prior notice) and (vi) subject
to the first proviso in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under
applicable law to issue such Insurance Policies. Any amounts collected by the Master Servicer or Special Servicer under any such
Insurance Policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property
or amounts to be released to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions
of the related Mortgage Loan documents) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a).
Any costs incurred by the Master Servicer in maintaining any such Insurance 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


 






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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 the Serviced Whole Loan as if it were a single “Mortgage
Loan”. Notwithstanding any provision to the contrary, the Master Servicer will not be required to maintain, and will not
be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property unless such insurance
was required at the time of origination of the related Mortgage Loan and is currently available at commercially reasonable rates.


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either
(x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion
for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against
such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to
time in order to protect its interests, the Master Servicer will be required to, consistent with the Servicing Standard, (A) monitor
in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional
Exclusions, (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 Certificateholder, neither the Master Servicer nor the Special Servicer will be liable
for any loss related to its failure to require the Mortgagor to maintain such insurance and will not be in default of its obligations
as a result of such failure unless the Master Servicer or the Special Servicer is required to take any immediate action pursuant
to the Servicing Standard or other servicing requirements of this Agreement and the Master Servicer will not itself maintain such
insurance or cause such insurance to be maintained.


 


(b)         (i)  If
the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer insuring
against fire and hazard losses on all


 






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


 


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


 






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Loan, or, in the absence of any such deductible limitation, the
deductible limitation which is consistent with the Servicing Standard.


 


(c)         Each of the Master
Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect throughout the
term of this Agreement a blanket fidelity bond and an errors and omissions Insurance Policy with a Qualified Insurer covering the
Master Servicer’s and the Special Servicer’s, as applicable, officers and employees acting on behalf of the Master
Servicer and the Special Servicer in connection with its activities under this Agreement. Notwithstanding the foregoing, so long
as the long-term debt or the deposit obligations or claims-paying ability of the Master Servicer (or its immediate or remote parent)
or the Special Servicer (or its immediate or remote parent), as applicable, is rated at least “A3” by Moody’s
and “A-” 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 respect to any


 






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Mortgage Loan other than an Excluded Loan or prior to the occurrence
and continuance of a Control Termination Event, with the consent of the Directing Certificateholder) in accordance with the Servicing
Standard), a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration
in an amount representing coverage not less than the maximum amount of insurance which is available under the National Flood Insurance
Act of 1968, as amended. The cost of any such flood insurance with respect to an REO Property shall be an expense of the Trust
payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient
therefor, paid by the Master Servicer as a Servicing Advance.


 


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


 


Section 3.08          Enforcement
of Due-on-Sale Clauses; Assumption Agreements. (a)  As to each Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale” clause, which
by its terms:


 


(i)          provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals
of the Mortgagor; or


 


(ii)         provides
that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection with
any such sale or other transfer,


 


then, for so long as
such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Special Servicer (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 recommendation and analysis and obtained the prior written consent (or deemed consent)
of the Special Servicer, which consent shall be deemed given five (5) Business Days after the ten (10) Business Day review period
of the Directing Certificateholder, after receipt (unless earlier objected to) by the Special Servicer from the Master Servicer
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, (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, the prior written consent (or deemed
consent) of the Directing Certificateholder (or (i) after the occurrence and during the continuance of a Control Termination


 






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Event, but prior to a Consultation Termination Event and (ii) other than with respect to any Excluded Loan, upon consultation
with the Directing Certificateholder 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 Certificateholder) of the Master Servicer’s
(if applicable) and/or the Special Servicer’s, as applicable, 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 Certificateholder, and (iii)  with respect to any Mortgage Loan (x) with a Stated Principal Balance
greater than $35,000,000, (y) with a Stated Principal Balance greater than or equal to 5% of the aggregated Stated Principal
Balance of the Mortgage Loans then outstanding or (z) together with all other Mortgage Loans with which it is cross-collateralized
or cross-defaulted or together with all other Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of
the ten largest Mortgage Loans outstanding (by Stated Principal Balance), the Master Servicer or the Special Servicer, as the case
may be, prior to consenting to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation
of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25), provided, however, that with respect to subclauses (y) and (z)
of this subclause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such
Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded
Loan (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with
the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and
consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth
in Section 6.08 for consulting with the Operating Advisor.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(a), the 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 assumption or does not allow for discretion in determining whether conditions to a transfer or


 






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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 recommendation and obtained the
prior written consent (or deemed consent) of the Special Servicer, which consent shall be deemed given five (5) Business Days after
the ten (10) Business Day review period of the Directing Certificateholder, after receipt (unless earlier objected to) by the Special
Servicer from the Master Servicer 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, (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, the Special Servicer
has obtained the consent of the Directing Certificateholder (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, upon
consultation with the Directing Certificateholder pursuant to Section 6.08(a) hereof), which consent, if required,
shall be deemed given ten (10) Business Days after receipt by the Directing Certificateholder of the Master Servicer’s (if
applicable) and/or the Special Servicer’s, as applicable, written analysis and recommendation with respect to such waiver
or exercise of such rights together with such other information in the Master Servicer’s or Special Servicer’s possession
that is reasonably requested by the Directing Certificateholder, 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 the same


 






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manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
if such Mortgage Loan (A) has an outstanding principal balance that is greater than or equal to 2% of the Stated Principal
Balance of the outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any existing and proposed debt)
or (C) has a Debt Service Coverage Ratio less than 1.20x (in each case, determined based upon the aggregate of the Stated
Principal Balance of the Mortgage Loan and related Companion Loan, if any, and the principal amount of the proposed additional
lien) or (D) is one of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal Balance
greater than $20,000,000; provided, however, that with respect to subclauses (A), (B), (C)
and (D) of this subclause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000
for such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any
Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult
with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions
and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set
forth in Section 6.08 for consulting with the Operating Advisor.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(b), the 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 a Non-Specially
Serviced Loan or relating to any Specially Serviced Loan without ((i) prior to the occurrence and continuance of a Control
Termination Event and (ii) other than with respect to any Excluded Loan) the consent of the Directing Certificateholder (or
(i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to
any Excluded Loan), but prior to a Consultation Termination Event, upon consultation with the Directing Certificateholder pursuant
to Section 6.08 hereof). The Directing Certificateholder shall have ten (10) Business Days after receipt of notice
along with the Master Servicer’s (if applicable) and the Special Servicer’s recommendation and analysis with respect
to such proposed waiver or proposed granting of consent and any additional information the Directing Certificateholder may reasonably
request from the Special Servicer of a proposed waiver or consent under any “due on sale” or “due-on-encumbrance”
clause in which to grant or withhold its consent (provided that if the Special Servicer fails to receive a response to such
notice from the Directing Certificateholder in writing within such period, then the Directing Certificateholder shall be deemed
to have consented to such proposed waiver or consent).


 


(f)           Notwithstanding
the foregoing provisions of this Section 3.08, if the 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, Section 3.24, subject
to the Directing Certificateholders’ rights pursuant to Section 6.08, and any Companion Holder or
mezzanine lender’s rights under the related Intercreditor Agreement (in the case of a Serviced Whole Loan, on behalf of
the holders of the beneficial interest of the related Companion Loan) or this Agreement, exercise reasonable efforts,
consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert (which may include an REO
Acquisition) the ownership of property securing any such Mortgage Loan (other than any Non-Serviced Mortgage Loan) and
related Companion Loan, if any, as come into and continue in default as to which no satisfactory arrangements (including by
way of a discounted pay-off) can be made for collection of delinquent payments, and which are not released from the Trust
Fund pursuant to any other provision hereof. The foregoing is subject to the provision that, in any case in which a Mortgaged
Property shall have suffered damage from an Uninsured Cause, the Master Servicer or Special Servicer shall not be required to
make a Servicing Advance and expend funds toward the restoration of such property unless the Special Servicer has determined
in its reasonable discretion that such restoration will increase the net proceeds of liquidation of such Mortgaged Property
to Certificateholders after reimbursement to the Master Servicer for such Servicing Advance, and the Master Servicer or
Special Servicer has not determined that such Servicing Advance together with accrued and unpaid interest thereon would
constitute a Nonrecoverable Advance. The costs and expenses incurred by the Special Servicer in any such proceedings shall be
advanced by the Master Servicer; provided that, in each case, such cost or expense would not, if incurred, constitute
a Nonrecoverable Servicing Advance. Nothing contained in this Section 3.09 shall be construed so as to require
the Master Servicer or the Special Servicer, on behalf of the Trust, to make a bid on any Mortgaged Property at a foreclosure
sale or similar proceeding that is in excess of the fair market value of such property, as determined by the Master Servicer
or the Special Servicer in its reasonable judgment taking into account the factors described in Section 3.16(b)
and the results of any Appraisal obtained pursuant to the following sentence, all such bids to be made in a manner
consistent with the Servicing Standard. If and when the Special Servicer or the Master Servicer deems it necessary and
prudent for purposes of establishing the fair market value of any Mortgaged Property securing a Defaulted Loan or any related
defaulted Companion Loan, whether for purposes of bidding at foreclosure or otherwise, the Special Servicer or the Master
Servicer, as the case may be, is authorized to have an Appraisal performed with respect to such property by an Independent
MAI-designated appraiser the cost of which shall be paid by the Master Servicer as a Servicing Advance.


 


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


 


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


 


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


 






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(c)          Notwithstanding
the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master Servicer nor the Special
Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or take any
other action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the Certificateholders
and/or any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession” of, or
to be an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable
law, unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the Special Servicer has previously
determined in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property performed
by an Independent Person who regularly conducts Environmental Assessments and performed within six (6) months prior to any such
acquisition of title or other action, that:


 


(i)          such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,
that it would be in the best economic interest of the Certificateholders (and with respect to the 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 the Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and,
if applicable, such Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged
Property.


 


The cost of any such
Environmental Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial, corrective or
other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid
by the Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense
of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement
by the Master Servicer from the Collection Account, including from the Companion Distribution Account (such withdrawal to be made
from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan)); and if any such Environmental
Assessment so warrants, the Special Servicer shall, except with respect to any Companion Loan and any Environmental Assessment
ordered after such Mortgage Loan has been paid in full, perform such additional environmental testing at the expense of the Trust
as it deems necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the
preceding sentence have been satisfied. With respect to Non-Specially Serviced Loans, the Master Servicer and, with respect to
Specially Serviced Loans, the Special Servicer (other than any Non-Serviced Mortgage Loan) shall review


 






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and be familiar with the
terms and conditions relating to enforcing claims and shall monitor the dates by which any claim or action must be taken (including
delivering any notices to the insurer and using reasonable efforts to perform any actions required under such policy) under each
environmental insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available under
such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests).


 


(d)          If (i) the
environmental testing contemplated by subsection (c) above establishes that either of the conditions set forth in clauses (i)
and (ii) of subsection (c) above of the first sentence thereof has not been satisfied with respect to any Mortgaged
Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any related Companion Loan, and (ii) there
has been no breach of any of the representations and warranties set forth in or required to be made pursuant to Section 6
of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required to repurchase
such Defaulted Loan pursuant to Section 6 of the applicable Mortgage Loan Purchase Agreement, then the Special Servicer shall
take such action as it deems to be in the best economic interest of the Trust (other than proceeding to acquire title to the Mortgaged
Property) and is hereby authorized ((A) prior to the occurrence and continuance of a Control Termination Event (or with respect
to any AB Mortgage Loan, after the occurrence and during the continuation of an AB Control Appraisal Period, but prior to the occurrence
and continuance of a Control Termination Event) and (B) other than with respect to any Excluded Loan), with the consent of the
Directing Certificateholder at such time as it deems appropriate to release such Mortgaged Property from the lien of the related
Mortgage, provided that, if such Mortgage Loan has a then-outstanding principal balance of greater than $1,000,000, then
prior to the release of the related Mortgaged Property from the lien of the related Mortgage, (i) the Special Servicer shall
have notified the Rating Agencies, the Trustee, the Certificate Administrator, the Master Servicer and ((A) prior to the occurrence
of a Consultation Termination Event and (B) other than with respect to any Excluded Loan) the Directing Certificateholder, in writing
of its intention to so release such Mortgaged Property and the bases for such intention, (ii) the Certificate Administrator
shall have posted such notice of the Special Servicer’s intention to so release such Mortgaged Property to the Certificate
Administrator’s Website pursuant to Section 3.13(b) and (iii) in addition to the prior written consent of
the Directing Certificateholder as required above, the Holders of Certificates entitled to a majority of the Voting Rights shall
have consented or have been deemed to have consented to such release within thirty (30) days of the Certificate Administrator’s
posting such notice to the Certificate Administrator’s Website (failure to respond by the end of such 30-day period being
deemed consent of the Holders of the Certificates). To the extent any fee charged by any Rating Agency in connection with rendering
such written confirmation is not paid by the related Mortgagor, such fee is to be an expense of the Trust; provided that
the Special Servicer shall use commercially reasonable efforts to collect such fee from the Mortgagor to the extent permitted under
the related Mortgage Loan documents.


 


(e)          The Special Servicer
shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing Certificateholder
(other than with respect to any Excluded Loan), the Master Servicer and the 17g-5 Information Provider monthly regarding any actions
taken by the Special Servicer with respect to any Mortgaged Property securing a Defaulted Loan, or defaulted Companion Loan as
to which the environmental testing contemplated in subsection (c) above has revealed that either of the


 






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conditions
set forth in clauses (i) and (ii) of the first sentence thereof has not been satisfied, in each case until the
earlier to occur of satisfaction of both such conditions, repurchase of the related Mortgage Loan by the applicable Mortgage Loan
Seller or release of the lien of the related Mortgage on such Mortgaged Property.


 


(f)          The Special Servicer
shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the Internal Revenue
Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required to be reported
with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the Master Servicer shall report
to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law, such information and the Master
Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness of indebtedness and abandonment
and foreclosure to the extent such information has been provided to the Master Servicer by the Special Servicer. Upon request,
the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.


 


(g)          The Special Servicer
shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance of an action
to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage Loan (and
if applicable, the related Companion Loan) permit such an action.


 


(h)          The Special Servicer
shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination in respect of
a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO Property (other
than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced by an Officer’s
Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder (other than with
respect to any Excluded Loan) and the Master Servicer and in no event later than the next succeeding P&I Advance Determination
Date.


 


Section 3.10          Trustee
and Custodian to Cooperate; Release of Mortgage Files. (a)  Upon the payment in full of any Mortgage Loan
(other than a Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the Special Servicer, as the case may be,
of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer or
Special Servicer, as the case may be, will promptly notify the Trustee and the Custodian and request delivery of the related
Mortgage File. Any such notice and request shall be in the form of a Request for Release signed by a Servicing Officer and
shall include a statement to the effect that all amounts received or to be received in connection with such payment which are
required to be deposited in the Collection Account pursuant to Section 3.04(a) or remitted to the Master Servicer
to enable such deposit, have been or will be so deposited. Within three (3) Business Days (or within such shorter period as
release can reasonably be accomplished if the Master Servicer or the Special Servicer notifies the Custodian of an exigency)
of receipt of such notice and request, the Custodian shall release the related Mortgage File to the Master Servicer or
Special Servicer, as the case may be; provided that in the case of the payment in full of a Serviced Companion Loan or
its related Mortgage Loan, the related Mortgage File shall not be released by the Custodian unless the related Serviced
Whole


 






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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.


 


(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


 






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Serviced Loans and any Non-Serviced Mortgage Loan constituting a “Specially Serviced Loan” under
any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time
to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion
Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or
REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which
any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The
Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs
with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced
Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable
Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable
monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as
interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover
unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance
and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest,
to the extent permitted by Section 3.05(a). Except as set forth in the next two sentences, the third paragraph of this
Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive
the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s
duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari
Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced
Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement.


 


The Master Servicer shall
be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a),
additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts
to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers,
extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not
prohibited by the related Intercreditor Agreement); provided that with respect to such transactions, the consent of the
Special Servicer is not required to take such action and, in the event that the Special Servicer’s consent is required, then
the Master Servicer shall be entitled to 50% of such fees, (ii) 100% of all assumption application fees received on Non-Specially
Serviced Loans (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; (iii) 100% of waiver, consent
and earnout fees, and other processing fees pursuant to Section 3.08 and Section 3.18 or other actions
performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan,
to the extent not prohibited by the related Intercreditor Agreement), provided the consent of the Special Servicer is not
required to take such actions and (iv) 50% of all assumption, waiver, consent and earnout fees, and other processing 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


 






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related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement)
for which the Special Servicer’s consent is required and only to the extent that all amounts then due and payable with respect
to the related Mortgage Loan have been paid. In addition, the Master Servicer shall be entitled to retain as additional servicing
compensation (other than with respect to a Non-Serviced Mortgage Loan) any charges for processing Mortgagor requests, beneficiary
statements or demands, fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks
returned for insufficient funds, in each case only to the extent actually paid by the related Mortgagor and shall not be required
to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a)
or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled
to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d),
(ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion Distribution
Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect
to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related
to the current Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not
required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive,
between Prepayment Interest Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu
Companion Loan, during the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The
Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities
hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for
any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses
are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement therefor
except as expressly provided in this Agreement.


 


Notwithstanding anything
herein to the contrary, the Master Servicer 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 the Master Servicer 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


 






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Servicing Fee shall accrue from time to time at the Special
Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan,
as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case
may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment
due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to
any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage
Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a).
The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer
of all of the Special Servicer’s responsibilities and obligations under this Agreement. The Special Servicer shall not be
entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan.


 


(c)          Additional servicing
compensation in the form of (i) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments
of any Specially Serviced Loans, (ii) 100% of all assumption application fees and assumption fees and other related fees received
on any Specially Serviced Loans, (iii) 50% of the portion of any fees payable solely in connection with any modification, waiver,
amendment or consent executed in connection with a defeasance transaction for which the consent of the Special Servicer is required
(and specifically excluding any defeasance fees), (iv) 100% of assumption, waiver, consent and earnout fees, pursuant to Section 3.08
and Section 3.18 or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain
other similar fees paid by the related Mortgagor and (v) 50% of all Excess Modification Fees and assumption and consent fees
pursuant to Section 3.08 or Section 3.18 and 50% of all earnout fees received with respect to all Non-Specially
Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement)
and, in all cases, for which the Special Servicer’s consent is required, shall be promptly paid to the Special Servicer by
the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be
required to be deposited in the Collection Account pursuant to Section 3.04(a). Subject to Section 3.11(d),
the Special Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the
extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits relating to the Trust
Fund in the REO Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings,
if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to such Distribution Date). The Special Servicer shall also be entitled to additional servicing compensation
in the form of a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as
it remains a Corrected Loan; provided, however, that after receipt by the Special Servicer of Workout Fees with respect
to such Corrected Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess
Modification Fee Amount; provided, further, however, that in the event the Workout Fee collected over the
course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to
an amount from the final payment on the related Corrected Loan (including any related Serviced Companion Loan) that would result
in the total Workout Fees payable to the Special Servicer in respect of that Corrected Loan (including any related Serviced Companion
Loan) to be $25,000. The Workout Fee shall be


 






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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 will
not be entitled to any portion of such Workout Fees. The Special Servicer will not be entitled to receive any Workout Fees after
termination for cause. A Liquidation Fee will be payable with respect to each Specially Serviced Loan (other than a Non-Serviced
Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged Property) as to which the Special Servicer receives any Liquidation
Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation Fee (such
Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds
or Insurance and Condemnation Proceeds are received with respect to any Corrected Loan and the Special Servicer is properly entitled
to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance and
Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to the contrary,
the Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds
on any Mortgage Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout Fee and Special
Servicing Fees, if any, will be computed as provided in the related Intercreditor Agreement or to the extent such Intercreditor
Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance with this Agreement, as provided
herein as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), the Special Servicer will also
be entitled to additional fees in the form of Penalty Charges. The Special Servicer shall be required to pay out of its own funds
all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any
amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for
any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to the
extent such expenses are not expressly payable directly out of the


 






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Collection Account or the REO Account, and the Special Servicer
shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


(d)          In determining
the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges, on any Distribution
Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Companion
Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master Servicer, the Special
Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable (and, in connection
with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or
the applicable Non-Serviced Trustee for interest on the Servicing Advances made by any such party with respect to a Non-Serviced
Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced Intercreditor
Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid to the Master Servicer
or the Trustee pursuant to Section 3.05(a)(vi) hereof (and, in connection with a Non-Serviced Mortgage Loan, the related
trust for all interest on Servicing Advances reimbursed by such trust to any party under the applicable Non-Serviced PSA, which
resulted in an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced Intercreditor Agreement)
with respect to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for all additional expenses
of the Trust (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections
by the Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan. Penalty Charges
(other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing compensation under the
related Non-Serviced PSA) remaining thereafter shall be distributed to the Master Servicer, if and to the extent accrued while
such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the Special Servicer, if and to the
extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Loan or REO Loan. Any Penalty
Charges paid or payable as additional servicing compensation to the Master Servicer and the Special Servicer shall be distributed
between the Master Servicer and the Special Servicer, on a pro rata basis, based on the Master Servicer’s and Special
Servicer’s respective entitlements to such compensation described in the previous sentence. Notwithstanding the foregoing,
Penalty Charges with respect to any Companion Loan will be allocated pursuant to the applicable Intercreditor Agreement after payment
of all related Advances and interest thereon and additional expenses of the Trust in accordance with this Section 3.11(d).


 


(e)          With respect to
each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within two (2) Business
Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received, to the Certificate
Administrator, without charge and on the same day as the Master Servicer is required to deliver the CREFC® Investor Reporting
Package for such Distribution Date, an electronic report (which may include HTML, word or excel compatible format, clean and searchable
PDF format or such other format as mutually agreeable between the Certificate Administrator and the Special Servicer) that discloses
and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates,
if any, with respect to such


 






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Distribution Date; provided that no such report shall be due in any month during which no Disclosable
Special Servicer Fees were received.


 


(f)          The Special Servicer
and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration (including, without
limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement) from any
Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in respect of
a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout or foreclosure
of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special servicing duties
under this Agreement, other than as expressly provided in this Section 3.11; provided that such prohibition
shall not apply to Permitted Special Servicer/Affiliate Fees.


 


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


 


Section 3.12          Inspections;
Collection of Financial Statements. (a)  The Master Servicer shall perform (at its own expense), or shall cause
to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other
than a Non-Serviced Mortgage Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve
(12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the
calendar year 2017 (and each Mortgaged Property shall be inspected on or prior to December 31, 2018); provided, however,
that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months and the Master
Servicer has no actual knowledge of a material change in the Mortgaged Property since such physical inspection, the Master
Servicer will not be required to perform or cause to be performed, such physical inspection; provided, further,
that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer
shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes
a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The
cost of such inspection by the Special Servicer pursuant to the immediately preceding sentence shall be, to the extent not
paid by the related Mortgagor, reimbursed first from Default Interest and late charges constituting additional compensation
of the Special Servicer on the related Mortgage Loan (but with respect to the Serviced Whole Loan, only from amounts
available for such purpose under the related Intercreditor Agreement) and then from the Collection Account, as an expense of
the Trust, pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such
cost shall be payable, subject to the terms of the related Intercreditor Agreement (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


 






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accordance with their
respective Stated Principal Balances, or (ii) with respect to an AB Whole Loan, first, from the related AB Subordinate Companion
Loan and then, from the AB Mortgage Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing
shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with
respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each
case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare
or cause to be prepared a written report of each such inspection (A) detailing the condition of and any damage to the Mortgaged
Property to the extent evident from the inspection, (B) specifying the existence of (i) any vacancy in the Mortgaged Property
that the preparer of such report has knowledge of and deems material, (ii) any sale, transfer or abandonment of the Mortgaged
Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change
in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection,
and that the preparer of such report deems material and (iv) any visible material waste committed on the Mortgaged Property
of which the preparer of such report has knowledge or that is evident from the inspection, and (C) including photographs of
each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall each deliver a copy (in electronic format)
of each such report prepared by it to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance
of a Control Termination Event and (ii) other than with respect to any Excluded Loan), to the Certificate Administrator (for posting
to the Certificate Administrator’s Website for review by Privileged Persons) and to the Trustee within five (5) Business
Days after completion of such report. Within five (5) Business Days after request for copies of such reports by the Rating Agencies,
the Special Servicer or the Master Servicer, as applicable, shall deliver a copy (in electronic format) of each such report prepared
by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website. In respect of any Mortgage Loan other than an Excluded Loan and prior to the occurrence of a Consultation
Termination Event, the Master Servicer shall deliver a copy of each such report to the Directing Certificateholder and upon request
to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice).


 


(b)          The Special Servicer,
in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced Loan shall make
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


 






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of receipt, and the Master Servicer and the Special
Servicer, as applicable, shall deliver copies of all the foregoing items so collected to the Certificate Administrator, in electronic
format, in each case within thirty (30) days of its receipt thereof, but in no event, in the case of annual statements, later than
June 30 of each year commencing June 30, 2016. Upon the request of any Privileged Person (other than the NRSROs) to receive
copies of such items, the Master Servicer or the Special Servicer, as applicable, shall deliver electronic copies of such items
to the Certificate Administrator to be posted on the Certificate Administrator’s Website. The Master Servicer or Special
Servicer, as applicable, shall deliver copies of all the foregoing items so collected thereby to the 17g-5 Information Provider
pursuant to Section 3.13(c).


 


In addition, the Master
Servicer (with respect to Mortgage Loans that are not REO Loans) or Special Servicer (with respect to 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 within thirty (30) days of receipt of
such quarterly operating statement for the quarter ending September 30, 2016, a CREFC® Operating Statement Analysis
Report (but only to the extent the related Mortgagor is required by the related Mortgage documents to deliver and does deliver,
or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of
that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter
of each year will not be required to the extent provided in the then current applicable CREFC® guidelines (it being
understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with
respect to the first calendar quarter (in each year) is not required for a Mortgaged Property unless such Mortgaged Property is
analyzed on a trailing 12 month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch
List). The Master Servicer (with respect to Mortgage Loans that are not REO Loans) or Special Servicer (with respect to REO Loans),
as applicable, shall deliver each CREFC® Operating Statement Analysis Report and the related operating statements
(in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator,
the Operating Advisor and, upon request, each related Companion Holder (with respect to any Serviced Companion Loan) by electronic
means.


 


(ii)          Within
forty-five (45) days after receipt of an annual operating statement or rent rolls for each calendar year commencing within thirty
(30) days of receipt of such annual operating statement for the calendar year ending December 31, 2016, a CREFC®
NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver
and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize”
the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC®
Comparative Financial Status Report. The Master Servicer (with respect to Mortgage Loans that are not REO Loans) or Special Servicer
(with respect to REO Loans), as applicable, shall deliver each CREFC® NOI Adjustment Worksheet and the related operating statements
or rent rolls (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate
Administrator, the Operating Advisor and, upon request, each related Companion Holder 


 






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(with
respect to any Serviced Companion Loan) by electronic means. Notwithstanding anything to the contrary contained herein, with
respect to any Mortgage Loan related to any Significant Obligor, the Master Servicer shall be required to complete any
CREFC® files, reports and/or templates necessary in order to comply with the Master Servicer’s
obligations under Section 11.12 of this Agreement and the Exchange Act filing obligations of the Depositor and/or
any Other Depositor, as applicable, with respect to such Significant Obligor.


 


(c)          At or before 12:00 p.m.
(New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the
Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, the CREFC®
Special Servicer Loan File and any applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification
Reports and CREFC® REO Liquidation Reports with respect to the Specially Serviced Loans (excluding, for the Directing
Certificateholder, any Excluded Loans) and any REO Properties (other than a Non-Serviced Mortgaged Property), providing the information
required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer as of the Business Day preceding
such Determination Date, which CREFC® Special Servicer Loan File shall include data, to enable the Master Servicer
to produce the following supplemental CREFC® reports: (i) a CREFC® Delinquent Mortgage Loan
Status Report, (ii) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii) a
CREFC® REO Status Report, (iv) a CREFC® Comparative Financial Status Report and (v) solely
with respect to REO Properties (other than a Non-Serviced Mortgaged Property), a CREFC® NOI Adjustment Worksheet
and a CREFC® Operating Statement Analysis Report, in each case with the supporting financial statements, budgets,
operating statements and rent rolls submitted by the Mortgagor.


 


(d)          Not later than
5:00 p.m. (New York City time) on the P&I Advance Date beginning June 2016, the Master Servicer shall prepare (if and
to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator the following
reports and data files: (A) to the extent the Master Servicer has received the CREFC® Special Servicer Loan
File at the time required, the most recent CREFC® Delinquent Mortgage Loan Status Report, CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC®
Loan Setup File (with respect to the 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
P&I Advance Date beginning June 2016, the Master Servicer shall deliver or cause to be delivered in electronic format to the
Certificate Administrator any applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification
Reports and CREFC® REO Liquidation Reports received from the Special Servicer. Not later than 2:00 p.m. (New
York City time) two (2) Business Days prior to the Distribution Date beginning June 2016, the Master


 






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Servicer shall deliver or
cause to be delivered to the Certificate Administrator via electronic format the CREFC® Loan Periodic Update File.
In no event shall any report described in this subsection be required to reflect information that has not been collected by or
delivered to the Master Servicer, or any payments or collections not received by the Master Servicer, as of the close of business
on the Business Day prior to the Business Day on which the report is due.


 


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


 


(f)          Notwithstanding
the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to
be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the
Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special
Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure
of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special Servicer may disclose
any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and
the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(g)          Unless otherwise
specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement, report or information
under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation
by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report
or information in a commonly used electronic format or (z) except with respect to information to be provided to the Certificate
Administrator or any Companion Holder and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder,
making such statement, report or information available on the Master Servicer’s or the Special Servicer’s Internet
website, unless this Agreement expressly specifies a particular method of delivery.


 






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Notwithstanding anything
to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements, reports or
other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically
deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies
in electronic format shall follow upon the correction of such system problems.


 


Section 3.13          Access
to Certain Information. (a)  Each of the Master Servicer and the Special Servicer shall provide or cause to be
provided to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller
and to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors of
the Federal Reserve System of the United States of America and the supervisory agents and examiners of such boards and such
corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over any
such Certificateholder, and to each Holder of a Non-Registered Certificate, access to any documentation or information
regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a
portion of a Serviced Whole Loan, the related Companion Loan, and the Trust within its control which may be required by
applicable law. At the election of the Master Servicer, the Special Servicer or the Certificate Administrator, such access
may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the
Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from
the Directing Certificateholder (prior to the occurrence of a Consultation Termination Event) and the Trustee and the
Certificate Administrator on its own behalf or on behalf of the Certificateholders, as applicable) of a sum sufficient to
cover the reasonable out-of-pocket costs incurred by it in making such copies. Such access shall (except as described in the
preceding sentence) be afforded without charge but only upon reasonable prior written request and during normal business
hours at the offices of the Certificate Administrator or the Custodian.


 


The failure of the Master
Servicer or Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation
shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section 3.13,
the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for
which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any
information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access
to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or
(y) execution of a “click-through” confidentiality agreement if such information is being provided through the
Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual
property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the
disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute
a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the
Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement
shall not constitute a breach of this Agreement to the extent that the


 






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Master Servicer or the Special Servicer, as the case may
be, determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would
violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with
respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege
on behalf of the Trust or the Trust or otherwise materially harm the Trust or the Trust. Without limiting the generality of the
foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that it reasonably determines would
prejudice the interest of the Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage
Loan.


 


Upon the reasonable request
of any Certificateholder or Certificate Owner (or with respect to any AB Subordinate Companion Loan, the holder of such AB Subordinate
Companion Loan) that has delivered an Investor Certification to the Master Servicer or the Special Servicer, as applicable, the
Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans),
as applicable, may provide (or forward electronically) at the expense of such Certificateholder or holder of such AB Subordinate
Companion Loan, as applicable, copies of any appraisals, operating statements, rent rolls and financial statements (in each case,
solely relating to the related Serviced Whole Loan, if requested by the holder of an AB Subordinate Companion Loan) obtained by
the Master Servicer or the Special Servicer, as the case may be; provided that, in connection with such request, the Master
Servicer or Special Servicer may require a written confirmation executed by the requesting Person substantially in such form as
may be reasonably acceptable to the Master Servicer or Special Servicer, generally to the effect that such Person will keep such
information confidential and shall use such information only for the purpose of analyzing asset performance and evaluating any
continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under this Agreement.
In addition, upon the reasonable request of any Controlling Class Certificateholder identified to the Master Servicer (in the case
of a Non-Specially Serviced Loan) or the Special Servicer (in the case of a Specially Serviced Loan) to the Master Servicer’s
or Special Servicer’s reasonable satisfaction and if the requested information is in the Master Servicer’s or the Special
Servicer’s possession, the Master Servicer or Special Servicer, as applicable, shall provide or make available (or forward
electronically) to such Controlling Class Certificateholder (at the expense of such Controlling Class Certificateholder) any Excluded
Information (available to Privileged Persons through the Certificate Administrator’s Website but not accessible to such Controlling
Class Certificateholder through the Certificate Administrator’s Website) 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.


 






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Notwithstanding anything
to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically
provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court order, no Certificateholder
or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files.


 


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


 


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


 


(A)          the Prospectus
and any other disclosure document relating to the Offered Certificates, in the form most recently provided to the Certificate Administrator
by the Depositor or by any Person designated by the Depositor;


 


(B)          this
Agreement, any Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date and any amendments
and exhibits hereto;


 


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


 


(D)          the CREFC®
Loan Setup File (with respect to the first Distribution Date) provided by the Master Servicer to the Certificate Administrator;


 


(ii)          the
following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(A)          any reports
on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the EDGAR
system;


 


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


 


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


 


(B)          the CREFC®
Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Financial File, the CREFC®
Collateral Summary File, the CREFC® Property File, each of the “surveillance reports” identified as
such in the definition of “CREFC® Investor Reporting Package” (including,


 






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without limitation, the CREFC®
Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheets), the CREFC® Advance
Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and


 


(C)          all Operating
Advisor Annual Reports;


 


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


 


(A)          summaries
of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder
of the related Companion Loan and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


 


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


 


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


 


(D)          the CREFC®
Appraisal Reduction Template;


 


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


 


(A)          any notice
with respect to a release pursuant to Section 3.09(d);


 


(B)          any notice
regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


 


(C)          any notice
of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 


(D)          any notice
of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant
to Section 7.01 or notice of any resignation of the Master Servicer or the Special Servicer delivered pursuant to Section 6.05;


 


(E)          any notice
of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required
to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)          any Asset
Review Report Summary received by the Certificate Administrator;


 






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(G)          any notice
of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


 


(H)          any notice
of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(Q)          any notice
of the occurrence of an Asset Representations Reviewer Termination Event;


 


(R)          any assessments
of compliance delivered to the Certificate Administrator;


 


(S)          any attestation
reports delivered to the Certificate Administrator;


 


(T)          any “special
notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant to Section 5.06;


 






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(U)          any Proposed
Course of Action Notice;


 


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


 


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


 


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


 


The Certificate Administrator
shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and
(B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms
acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related
to the Mortgage Loans available through its Internet website.


 


Notwithstanding the foregoing,
all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


Any Person that is a
Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following items made available
to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the SEC filings on the Certificate
Administrator’s Website, and (b) in the case of the Directing Certificateholder or a Controlling Class Certificateholder,
if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee in physical form of an investor certification substantially in
the forms of Exhibit P-1D and Exhibit P-1B and upon delivery to the Certificate Administrator in physical form of
an investor certification substantially in the form of Exhibit P-1F, which shall include each of the CTSLink User ID associated
with such Excluded Controlling Class Holder, all information (other than the Excluded Information with respect to any Excluded
Controlling Class Loans (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such
access shall only be prohibited with respect to the related Excluded Controlling Class Loans)) available on the Certificate Administrator’s
Website.


 


In the case of the Directing
Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an
investor


 






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certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder or Controlling
Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an
investor certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a Controlling Class
Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification
in the form of Exhibit P-1D hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the
effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s).
In the event the Directing Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder,
such party shall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee in writing substantially in the form of Exhibit P-1E that such party has become an Excluded Controlling
Class Holder with respect to the Excluded Controlling Class Loan(s) and/or Excluded Loan(s) listed in such notice and shall also
provide the Certificate Administrator a notice substantially in the form of Exhibit P-1F listing each of the CTSLink User
ID associated with such Excluded Controlling Class Holder and directing the Certificate Administrator to restrict such Excluded
Controlling Class Holder’s access to the Certificate Administrator’s Website as and to the extent provided in this
Agreement. Upon confirmation from the Certificate Administrator that such access has been restricted, such Excluded Controlling
Class Holder shall submit a new investor certification substantially in the form of Exhibit P-1E to access the information
on the Certificate Administrator’s Website, except that such Excluded Controlling Class Holder shall not be entitled to access
any Excluded Information related to any Excluded Controlling Class Loan(s) and/or Excluded Loan(s) (unless a loan-by-loan segregation
is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related
Excluded Controlling Class Loan(s) and/or Excluded Loan(s)) made available on the Certificate Administrator’s Website. With
respect to any Excluded Information sent for posting on the Certificate Administrator’s Website, each of the Master Servicer,
the Special Servicer and the Operating Advisor shall mark or label such information as “Excluded Information” prior
to delivery to the Certificate Administrator, and the Certificate Administrator shall segregate on the Certificate Administrator’s
Website such Excluded Information (and, if possible, on loan-by-loan basis) from information relating to other Mortgage Loans or
Whole Loans, as applicable.


 


Notwithstanding anything
herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator
shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates of
the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special Servicer,
the Operating Advisor or the Certificate Administrator, as applicable, has received a notice substantially in the form of Exhibit
P-1E from the Directing Certificateholder or a Controlling Class Certificateholder that it has become an Excluded Controlling
Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall be
liable for any communication to the Directing Certificateholder or a Controlling Class Certificateholder that is an Excluded Controlling
Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including any related Excluded Information
delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website) if the Master Servicer,
the


 






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Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable, did not receive prior written notice
that the related Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect to any related Excluded Information posted
on the Certificate Administrator’s Website, such information was not delivered to the Certificate Administrator in accordance
with Section 3.33.


 


Each of the Master Servicer,
the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on delivery
from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially in the
form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing Certificateholder
or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information on the Certificate
Administrator’s Website or otherwise receives access to such Excluded Information, such Directing Certificateholder or Controlling
Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded
Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees
or personnel of such Directing Certificateholder or Controlling Class Certificateholder or any of its Affiliate involved in the
management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge,
any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain
sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described
in clause (i) above.


 


The Certificate Administrator
makes no representation or warranty as to the accuracy or completeness of any report, document or other information made available
on its Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information
prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information
distributed by it for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator
shall not be liable for any disclosure of information relating to any Excluded Controlling Class Loan to the extent such information
was included in the Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting
to the Certificate Administrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.


 


In connection with providing
access to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance
with Section 3.13(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The
Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding
the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk
at (866) 846-4526.


 


(c)          The 17g-5 Information
Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such items are delivered
to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “CSAIL 2016-C6” and an identification of the type of information being provided
in the body of such


 






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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);


 


(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);


 






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(xvi)      any
Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)     any
summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward
the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to the 17g-5
Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation or
regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans or any related Companion
Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable
Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with
whom the communication was held pursuant to Section 3.13(f);


 


(xviii)    any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section 2.03(b),
Section 3.07(a), Section 3.12, Section 3.17(c), Section 3.18(g); Section 11.09
or Section 11.10; and


 


(xix)       any
other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will be
posted on the same Business Day of receipt provided that such information is received by 2:00 p.m., New York City time,
or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m., New York City time; provided,
however, any information delivered pursuant to Section 3.13(d) shall be posted in accordance with Section 3.13(d).
The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information
being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports
to be. In the event that any information is delivered or posted in error, each of the Certificate Administrator and the 17g-5 Information
Provider may remove such information from the 17g-5 Information Provider’s Website. The Certificate Administrator and the
17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information merely
by posting such information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website
to the extent such information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as applicable.
Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit P-2
hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s Website). If a Rating Agency
requests access to the 17g-5 Information Provider’s Website, access shall be granted by the 17g-5 Information Provider on
the same Business Day, provided that such request is made prior to 2:00 p.m., New York City time, on such Business Day, or if received
after 2:00 p.m., New York City time, on the following Business Day. Questions regarding delivery of information to the 17g-5 Information
Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com (specifically referencing “CSAIL 2016-C6”
in the subject line).


 






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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 2016-C6” and an identification
of the type of information being provided in the body of such electronic mail, or via any alternative electronic mail address following
notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider.


 


(d)          Certain information
concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC® reports and
supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be provided by the Certificate
Administrator to third parties (including Bloomberg, L.P., Thomson Reuters Corporation, Trepp, LLC, Intex Solutions, Inc., Asset
Reviewers LLC and BlackRock Financial Management Inc.) with the consent of the Depositor, and providing such information shall
not constitute a breach of this Agreement by the Certificate Administrator. Such information will be made available to such third
parties upon receipt of a certificate in the form of Exhibit P-3 hereto, which certification may be submitted electronically
via the Certificate Administrator’s Website.


 


(e)          Each of the Master
Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also deliver, produce
or otherwise make available through its website or otherwise, any additional information relating to the Mortgage Loans (other
than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than any Non-Serviced
Mortgaged Property),


 






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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 Special Servicer’s
website, and (B) acknowledge that the Master Servicer or the Special Servicer may contemporaneously provide such information
to any other Disclosure Party. In addition, to the extent access to such information is provided via the Master Servicer’s
or the Special Servicer’s website, the Master Servicer and the Special Servicer may require registration and the acceptance
of a reasonable and customary disclaimer and/or an additional or alternative agreement as to the confidential nature of such information.
In connection with providing access to or copies of the information described in this Section 3.13(e) to current or
prospective Certificateholders the form of confidentiality agreement used by the Master Servicer or the Special Servicer, as applicable,
shall be: (i) in the case of a Certificateholder, an Investor Certification executed by the requesting Person indicating that
such Person is a Holder of Certificates and will keep such information confidential (except that such Certificateholder may provide
such information (x) to its auditors, legal counsel and regulators and (y) to any other Person that holds or is contemplating
the purchase of any Certificate or interest therein (provided that such other Person confirms in writing such ownership
interest or prospective ownership interest and agrees to keep such information confidential)); and (ii) in the case of a prospective
purchaser of Certificates or interests therein or an investment advisor related thereto, an Investor Certification indicating that
such Person is a prospective purchaser of a Certificate or an interest therein or an investment advisor related thereto and is
requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information
confidential with no further dissemination (except that such Certificateholder may provide such information to its auditors, legal
counsel and regulators). In the case of a licensed or registered investment advisor acting on behalf of a current or prospective
Certificateholder, the Investor Certification shall be executed and delivered by both the investment advisor and such current or
prospective Certificateholder.


 


Neither the Master Servicer
nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement or by others in
violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible or have any
liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this
Section 3.13 unless such information was produced by the Master Servicer or Special Servicer, as applicable.


 


(f)          The Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated) to orally communicate
with the Rating


 






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Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage Loans, the related
Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Intercreditor Agreement;
provided that such party summarizes the information provided to the Rating Agencies in such communication in writing and
provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section 3.13(c)
the same day such communication takes place; provided, further that the summary of such oral communications shall
not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post such written summary on
the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


 


In connection with the
delivery by the Master Servicer or the Special Servicer, as applicable, to the 17g-5 Information Provider of any information, report,
notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the
Master Servicer or the Special Servicer, as applicable, of when such information, report, notice or document has been posted to
the 17g-5 Information Provider’s Website. The Master Servicer or the Special Servicer, as applicable, may, but is not obligated
to, send such information, report, notice or other document to the applicable Rating Agency or Rating Agencies so long as such
information, report, notice or document (i) was previously provided to the 17g-5 Information Provider or (ii) is simultaneously
provided to the 17g-5 Information Provider.


 


(g)          The Special Servicer,
subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor such reports and other
information produced or otherwise available to the Directing Certificateholder (other than, prior to the occurrence and continuance
of a Control Termination Event, any Asset Status Reports that are not Final Asset Status Reports), or Certificateholders generally,
requested by the Operating Advisor in support of the performance of its obligations under this Agreement in electronic format.


 


(h)          None of the foregoing
restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral or written communications,
or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special
Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s
or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, as applicable, (ii) such Rating Agency’s or NRSRO’s approval of the Master Servicer,
the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a commercial mortgage master,
special or primary servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation of the Master Servicer’s,
the Operating Advisor, the Asset Representations Reviewer’s or the Special Servicer’s, as applicable, servicing operations
in general; provided that the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special
Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage Loans to any Rating Agency
or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other
deal specific identifiers are redacted; (y) such information has already been provided to the 17g-5 Information Provider and
has been uploaded on to the 17g-5 Information Provider’s Website; or


 






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(z)
such Rating Agency has confirmed in writing to the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
and 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 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


 






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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 or prior
to each Determination Date (or with respect to a Serviced Companion Loan, on the Business Day preceding the Serviced Whole Loan
Remittance Date), the Special Servicer shall withdraw from the REO Account and remit to the Master Servicer, which shall deposit
into the Collection Account (or the Companion Distribution Account, as applicable), the aggregate of all amounts received in respect
of each REO Property during the one-month period ending on such Determination Date, net of (i) any withdrawals made out of
such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account;
provided, however, that the Special Servicer may retain in such REO Account, in accordance with the Servicing Standard,
such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management
and tenant improvements and other related expenses for the related REO Property. In addition, on or prior to each Determination
Date (or with respect to a Serviced Companion Loan, on the Business Day preceding the Serviced Whole Loan Remittance Date), the
Special Servicer shall provide the Master Servicer with a written accounting of amounts remitted to the Master Servicer for deposit
in the Collection Account, as applicable, on such date. The Master Servicer shall apply all such amounts as instructed by the Special
Servicer on the Determination Date (or with respect to a Serviced Companion Loan, on the Serviced Whole Loan Remittance Date) for
the related Distribution Date.


 


(d)          The Special Servicer
shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and
withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


Section 3.15          Management
of REO Property. (a)  If title to any REO Property is acquired, the Special Servicer shall manage, conserve,
protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the benefit of the
Certificateholders and the related Companion Holders, as applicable, and the Trustee (as holder of the Lower-Tier Regular
Interests) solely for the purpose of its timely disposition and sale in a manner that does not cause such REO Property to
fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in
the receipt by the Trust or any Serviced Companion Noteholder of any “income from non-permitted assets” within
the meaning of Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event. Subject to the foregoing, however,
the Special Servicer shall have full power and authority to do any and all


 






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things in connection
therewith as are in the best interests of and for the benefit of the Certificateholders (and, in the case of the Serviced Whole
Loan, the related Companion Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests) all as a collective whole
(taking into account the subordinate or pari passu nature of any Companion Loan, as the case may be) (as determined by the
Special Servicer in its reasonable judgment in accordance with the Servicing Standard). Notwithstanding anything to the contrary
herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.15.
Subject to this Section 3.15, the Special Servicer may allow the Trust or any commercial mortgage securitization that
holds any Serviced Companion Loan to earn “net income from foreclosure property” within the meaning of Section 860G(d)
of the Code if it determines that earning such income is in the best interests of Certificateholders and, if applicable, any related
Companion Holder(s) on a net after-tax basis as compared with net leasing such REO Property or operating such REO Property on a
different basis. In connection therewith, the Special Servicer shall deposit or cause to be deposited on a daily basis (and in
no event later than one (1) Business Day following receipt of such properly identified funds) in the applicable REO Account all
revenues received by it with respect to each REO Property and the related REO Loan, and shall withdraw from the REO Account, to
the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation, management,
leasing and maintenance of such REO Property, including, without limitation:


 


(i)          all
insurance premiums due and payable in respect of such REO Property;


 


(ii)         all
real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)        any
ground rents in respect of such REO Property, if applicable; and


 


(iv)        all
costs and expenses necessary to maintain and lease such REO Property.


 


To the extent that amounts
on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i)
through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the Special
Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its own funds such amount
as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee, the Special
Servicer, the Depositor, the Certificate Administrator and (in respect of any Mortgage Loan other than an Excluded Loan and prior
to the occurrence of a Consultation Termination Event) the Directing Certificateholder) such advances would, if made, constitute
Nonrecoverable Servicing Advances.


 


(b)          Without limiting
the generality of the foregoing, the Special Servicer shall not:


 


(i)          permit
the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give
rise to any income that does not constitute Rents from Real Property;


 


(ii)          permit
any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


 






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(iii)          authorize
or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then
only if more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage
Loan, if applicable, became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


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


 


unless, in any such case, the Special Servicer
has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing Advance) to the effect
that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of
Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust, in which case the Special Servicer
may take such actions as are specified in such Opinion of Counsel. The Special Servicer shall cause any Mortgaged Property acquired
as an REO Property to be operated and managed in a manner that would, in its good faith and reasonable judgment and to the extent
commercially feasible, maximize the Trust’s net after-tax proceeds from such property.


 


(c)          The Special Servicer
shall contract with any Independent Contractor for the operation and management of any REO Property within ninety (90) days of
the acquisition date thereof, provided that:


 


(i)           the
terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s
length;


 


(ii)          the
fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of the
nature and locality of the Mortgaged Property;


 


(iii)         any
such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the 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.


 






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


 


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


 


(ii)          If
any Mortgage Loan, Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer shall promptly notify
in writing the Master Servicer, any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring
notice under the Intercreditor Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related
mezzanine lender, as applicable, will, notwithstanding anything in this Section 3.16 to the contrary, have the option
to purchase the related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the related Intercreditor
Agreement.


 


(iii)          If
any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion Holder
or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer may offer to sell to
any Person any Specially Serviced Loan (to the extent consistent with any related Intercreditor Agreement and Section 3.16(d))
or may offer to purchase any Specially Serviced Loan, if and when the Special Servicer determines, consistent with the Servicing
Standard, that such a sale would be in the best economic interests of the Certificateholders 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-


 






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Serviced Companion Loan by the Special Servicer for the related Non-Serviced Whole Loan, the Special Servicer will
be entitled to sell (with the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing
and such Non-Serviced Mortgage Loan is not an Excluded Loan) such Non-Serviced Mortgage Loan if it determines in accordance with
the Servicing Standard that such action would be in the best interests of the Certificateholders. The Special Servicer is required
to give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor and (other than in respect of any
Excluded Loan) the Directing Certificateholder not less than ten (10) days’ prior written notice of its intention to sell
any Specially Serviced 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 Purchase Price.


 


(iv)          (A)  In
the case of a Specially Serviced Loan as to which a default has occurred and is continuing, in the absence of any offer at least
equal to the Par Purchase Price pursuant to clause (iii) above (or purchase by the Special Servicer for such price),
the Special Servicer shall, subject to subclause (B) below, accept the highest offer received from any Person that
is determined by the Special Servicer to be a fair price for such Specially Serviced Loan, if the highest offeror is a Person other
than an Interested Person. In determining whether any offer from a Person other than an Interested Person constitutes a fair price
for any Defaulted Loan or REO Property, the Special Servicer shall take into account (in addition to the results of any Appraisal,
updated Appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within the prior 6 months), among
other factors, the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state
of the local economy. If the offeror is an Interested Person, the Trustee (based upon updated Appraisals ordered by the Special
Servicer and received by the Trustee (or ordered by the Trustee if the Special Servicer or any of its Affiliates is an Interested
Person)) shall determine the fair price unless (i) the offer is equal to or greater than the applicable Par Purchase Price and
(ii) the offer is the highest offer received; provided, however, that no offer from an Interested Person will constitute
a fair price unless (A) it is the highest offer received and (B) if the offer is less than the applicable Par Purchase Price, at
least two other offers are received from independent third parties, and any such determination by the Trustee shall be binding
upon all parties. The Trustee shall act in a commercially reasonable manner in making such determination. In determining whether
any offer received from an Interested Person represents a fair price for any such Defaulted Loan, the Trustee shall rely on the
most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property conducted in accordance with this Agreement
within the preceding 6-month period or, in the absence of any such Appraisal, on a new Appraisal. Except as provided in the following
paragraph, the cost of any Appraisal will be covered by, and will be reimbursable as, a Servicing Advance.


 






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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 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 will not be obligated to accept the highest offer if the Special Servicer determines, in accordance with the Servicing
Standard (and subject to the requirements of any related Intercreditor Agreement), that the rejection of such offer would be in
the best interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan, the related Companion Holder(s)
(as a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder(s) constituted a single
lender). In addition, the Special Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard
(and subject to the requirements of any related Intercreditor Agreement), that the acceptance of such offer would be in the best
interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan, the related Companion Holder(s) (as
a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender
(and with respect to any AB Whole Loan, taking into account the subordinate nature of the related Subordinate Companion Loan))
(for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by
the prospective buyer making the lower offer are more favorable); provided that the offeror is not the Special Servicer
or a Person that is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts to sell all Defaulted
Loans prior to the Rated Final Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation to make any
fair value determination, to the extent required to do so pursuant to this Section 3.16, on the basis of anything other
than the related Appraisal.


 






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(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 and the Certificate Administrator and,
in respect of any Mortgage Loan other than an Excluded Loan and prior to the occurrence of a Consultation Termination Event, the
Directing Certificateholder, not less than ten (10) days’ prior written notice of the Par Purchase Price and its intention
to (i) purchase any REO Property at the Par Purchase Price therefor or (ii) sell any REO Property, in which case the
Special Servicer shall accept the highest offer received from any Person for any REO Property in an amount at least equal to the
Par Purchase Price therefor. To the extent permitted by applicable law, and subject to the Servicing Standard, the Master Servicer,
an Affiliate of the Master Servicer, the Special Servicer or an Affiliate of the Special Servicer, or an employee of either of
them may act as broker in connection with the sale of any REO Property and may retain from the proceeds of such sale a brokerage
commission that does not exceed the commission that would have been earned by an independent broker pursuant to a brokerage agreement
entered into at arm’s length.


 


(B)          In the
absence of any such offer as set forth in subclause (A) above, the Special Servicer shall, subject to subclause (C)
below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1) by
the Special Servicer, if the highest bidder is a Person other than an Interested Person, or (2) by the Trustee, if the highest
bidder is an Interested Person unless (i) the offer is equal to or greater than the applicable Purchase Price and (ii) the offer
is the highest offer received; provided, however, that no offer from an Interested Person will constitute a fair
price unless (A) it is the highest offer received and (B) if the offer is less than the applicable Par Purchase Price, at least
two other offers are received from independent third parties. Notwithstanding anything to the contrary herein, neither the Trustee,
in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property pursuant hereto.


 


(C)          The Special
Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the Special Servicer
determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of the Certificateholders
and, with respect to the Serviced Whole Loan, the related Companion Holder, and in any case, as a collective whole (taking into
account the subordinate or pari passu


 






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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 the Serviced Whole Loan, the related Companion Holder, and in any case, as a collective
whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans) (for example, if the prospective
buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the
lower offer are more favorable); provided that the offeror is not the Special Servicer or a Person that is an Affiliate
of the Special Servicer.


 


(D)          In determining
whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall obtain and
may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters retained by
the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other Independent
expert shall be an expense of the offering Interested Person purchaser. The reasonable fees of and the costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of
demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special
Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested
Person. In determining whether any offer constitutes a fair price for any REO Property, the Special Servicer or the Trustee (or,
if applicable, such appraiser) shall take into account, and any appraiser or other expert in real estate matters shall be instructed
to take into account, as applicable, among other factors, the physical condition of such REO Property, the state of the local economy
and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)          Subject
to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders in negotiating
and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection
of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation or warranty
by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor
or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary warranties of title,
so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the terms of this 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)


 






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with respect
to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(c)          Any sale of a
Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative interpretations
thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)          With respect to
each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement, if the related
Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell the related Mortgage Loan
that has become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer shall sell the related
Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall require that all offers be submitted
to the Special Servicer in writing. To the extent a determination is required to be made hereunder as to whether any cash offer
constitutes a fair price for the Serviced Whole Loan, such determination shall be made by the Trustee if the offeror is an Interested
Person. Notwithstanding the foregoing, the Special Servicer will not be permitted to sell the related Mortgage Loan together with
the related Serviced Pari Passu Companion Loan(s) if it becomes a defaulted Whole Loan without the written consent of the holder
of the related Serviced Pari Passu Companion Loan (provided that such consent is not required if the holder of the Serviced
Pari Passu Companion Loan is the Mortgagor or an affiliate of the Mortgagor) unless the Special Servicer has delivered to the holder
of the related Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business Days prior written notice of any decision
to attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior to the permitted sale date, a copy of each bid package
(together with any material amendments to such bid packages) received by the Special Servicer in connection with any such proposed
sale; (c) at least ten (10) days prior to the proposed sale date, a copy of the most recent appraisal for such Serviced Pari Passu
Whole Loan, and any documents in the servicing file reasonably requested by the holder of the related Serviced Pari Passu Companion
Loan that are material to the sale price of the Serviced Pari Passu Whole Loan; and (d) until the sale is completed, and a reasonable
period of time (but no less time than is afforded to other offerors and the Directing Certificateholder) prior to the proposed
sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved
by the Master Servicer or the Special Servicer in connection with the proposed sale. The holder of the related Serviced Pari Passu
Companion Loan (or its representative) will be permitted to submit an offer at any sale of such Whole Loan; however, the
related Mortgagor and its agents and Affiliates shall not be permitted to submit an offer at such sale. Notwithstanding the foregoing,
with respect to the Serviced Whole Loan, the holder of the related Companion Loan may waive any of the delivery or timing requirements
set forth in this paragraph with respect to the related Whole Loan. If the Trustee is required to determine whether a cash offer
by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the offering Interested
Person purchaser) designate an independent third party expert in real estate or commercial mortgage loan matters with at least
5 years’ experience in valuing or investing in loans similar to the subject Mortgage Loan, that has been selected with reasonable
care by the Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan. The Trustee shall act in a
commercially reasonable manner in making such determination. If the Trustee designates such a third party to make such determination,
the Trustee shall be entitled to rely conclusively upon such third party’s


 






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determination. The reasonable fees of, and the
costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party shall be covered by,
and shall be reimbursable, from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing
Standard to collect payment from such Interested Person. If such expense is not paid by the applicable Interested Person within
thirty (30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing
Advance but the Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from
the applicable Interested Person.


 


(e)          (i)  Notwithstanding
anything in this Section 3.16 to the contrary, pursuant to the terms of the related Intercreditor Agreement, the holder
of the related AB Subordinate Companion Loan for each applicable Serviced Whole Loan will have the right to purchase the related
Mortgage Loan or related REO Property, as applicable. Such right of the holder of the AB Subordinate Companion Loan shall be given
priority over any provision described in this Section 3.16 as and to the extent set forth in the related Intercreditor
Agreement. If the related Mortgage Loan or related REO Property is purchased by the holder of such AB Subordinate Companion Loan,
repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related AB Subordinate
Companion Loan will no longer be subject to this Agreement. In addition, with respect to the Serviced AB Whole Loan, pursuant to
the terms of the related Intercreditor Agreement and this Agreement, if the related Serviced AB Whole Loan becomes a Defaulted
Loan, and if the Special Servicer determines to sell the related Mortgage Loan that has become a Defaulted Loan in accordance with
this Section 3.16, then the Special Servicer will not be required to sell the related AB Subordinate Companion Loan
together with such Mortgage Loan as one whole loan. If no AB Control Appraisal Period exists, the Special Servicer may not sell
the AB Subordinate Companion Loan without the prior consent of the holder of the AB Subordinate Companion Loan.  If an AB
Control Appraisal Period has occurred and is continuing, the Special Servicer has the right (but not the obligation) to sell the
AB Subordinate Companion Loan without the consent of the holder of the AB Subordinate Companion Loan,


 


(ii)          Notwithstanding
anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase the related Mortgage
Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related Intercreditor
Agreement.


 


(f)          Unless otherwise
provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be on a servicing
released basis.


 


(g)          In the event the
Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant to the related
Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


 


Section 3.17          Additional
Obligations of Master Servicer and Special Servicer. (a)  The Master Servicer shall deliver all Compensating
Interest Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion
Loan) to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account on each P&I Advance Date,
without any right of reimbursement therefor.


 






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The Master Servicer shall deliver the portion of any
Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan to the Companion Paying Agent for deposit in the
Companion Distribution Account on each P&I Advance Date, without any right of reimbursement therefor.


 


(b)          The Master Servicer
or the Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices required to be delivered
to such Companion Holder pursuant to the related Intercreditor Agreement.


 


(c)          Upon the determination
that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would exceed the full
amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account and available
for distribution on the next Distribution Date, the Master Servicer or the Trustee, each at its own option and in its sole discretion,
as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance pursuant to Section 3.05(a)(v)
immediately, as an accommodation may elect to refrain from obtaining such reimbursement for such portion of the Nonrecoverable
Advance during the one month collection period ending on the then-current Determination Date, for successive one-month periods
for a total period not to exceed twelve (12) months (provided that, with respect to any Mortgage Loan other than an Excluded
Loan, any such deferral exceeding six (6) months shall require, prior to the occurrence and continuance of any Control Termination
Event, the consent of the Directing Certificateholder), and any election to so defer or not to defer shall be deemed to be in accordance
with the Servicing Standard. If the Master Servicer or the Trustee makes such an election at its sole option and in its sole discretion
to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with interest thereon), then such
Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue to be fully reimbursable in the subsequent
collection period (subject, again, to the same sole option to defer; it is acknowledged that, in such a subsequent period, such
Nonrecoverable Advance shall again be payable first from principal collections as described above prior to payment from
other collections). In connection with a potential election by the Master Servicer or the Trustee to refrain from the reimbursement
of a particular Nonrecoverable Advance or portion thereof during the one month collection period ending on the related Determination
Date for any Distribution Date, the Master Servicer or the Trustee shall further be authorized to wait for principal collections
on the Mortgage Loans to be received until the end of such collection period before making its determination of whether to refrain
from the reimbursement of a particular Nonrecoverable Advance or portion thereof); provided, however, that if, at
any time the Master Servicer or the Trustee, as applicable, elects, in its sole discretion, not to refrain from obtaining such
reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during a one-month collection period will
exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account
for such Distribution Date, then the Master Servicer or the Trustee, as applicable, shall use its reasonable efforts to give the
17g-5 Information Provider fifteen (15) days’ notice of such determination for posting on the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c), unless extraordinary circumstances make such notice impractical, and thereafter
will be required to deliver copies of such notice to the Rating Agencies. 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


 






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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 this section or to comply with the terms of this section and the other provisions
of this Agreement that apply once such an election, if any, has been made; provided, however, that the fact that
a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders to the
detriment of other classes shall not, with respect to the Master Servicer or the Special Servicer, as applicable, constitute a
violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation
of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If the Master Servicer or the Trustee, as
applicable, determines, in its sole discretion, that its ability to fully recover the Nonrecoverable Advances has been compromised,
then the Master Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable Advances
with interest thereon at the Reimbursement Rate from all amounts in the Collection Account for such Distribution Date (deemed first
from principal and then interest). Any such election by any such party to refrain from reimbursing itself or obtaining reimbursement
for any Nonrecoverable Advance or portion thereof with respect to any one or more collection periods shall not limit the accrual
of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable
Advance. The Master Servicer’s or the Trustee’s, as applicable, agreement to defer reimbursement of such Nonrecoverable
Advances as set forth above is an accommodation to the Certificateholders and shall not be construed as an obligation on the part
of the Master Servicer or the Trustee, as applicable, or a right of the Certificateholders. Nothing herein shall be deemed to create
in the Certificateholders a right to prior payment of distributions over the Master Servicer’s or the Trustee’s, as
applicable, right to reimbursement for Advances (deferred or otherwise) and accrued interest thereon. In all events, the decision
to defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances shall be deemed to be in accordance with the
Servicing Standard and none of the Master Servicer, the Trustee or the other parties to this Agreement shall have any liability
to one another or to any of the Certificateholders or any of the Companion Holders for any such election that such party makes
as contemplated by this section or for any losses, damages or other adverse economic or other effects that may arise from such
an election.


 


(d)          With respect
to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require the lender
to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts held in
any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or Special Servicer, as applicable,
may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable reserve account, unless
not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount may be used, if permitted
under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced Whole Loan) or for other
purpose consistent with the Servicing Standard and the loan documents, upon a subsequent default.


 






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(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 the Serviced Whole Loan, (and
with respect to the Serviced Whole Loan, subject to the rights of the related Companion Holder to advise or consult with the
Master Servicer or Special Servicer, as applicable, with respect to, or to consent to, a modification, waiver or amendment,
in each case, pursuant to the terms of the related Intercreditor Agreement), the Master Servicer shall not agree to any
modification, waiver or amendment to the terms of a Mortgage Loan and/or Companion Loan that constitutes a Major Decision
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 Certificateholder 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,
the Master Servicer shall (1) provide the Trustee, the Certificate Administrator, the Special Servicer, the
Operating Advisor and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect to
any Excluded Loan) the Directing Certificateholder, 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, ((i) prior to the occurrence and


 






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continuance of a Control Termination Event and (ii) other than with respect to an Excluded Loan) obtain the consent of the
Directing Certificateholder (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, consult with the Directing
Certificateholder pursuant to Section 6.08 hereof) (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 the Special Servicer, may modify or
amend the terms of any Mortgage Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or
mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other
provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage
Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable,
such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related
Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


Subject to Section 6.08,
applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special
Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real
property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related
Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless
(i) the Master Servicer or the Special Servicer, as applicable, obtains Rating Agency Confirmation from each Rating Agency
(and delivers such Rating Agency Confirmation to the Directing Certificateholder, if permitted by the applicable Rating Agency)
and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25)) and (ii) such substitution would not be a “significant
modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
or otherwise cause an Adverse REMIC Event (and the Master Servicer or Special Servicer, as applicable, may obtain and rely upon
an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents,
and if so prohibited, at the expense of the Trust) with respect thereto).


 


In connection with (i) the
release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property from
the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property),
or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan
documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or to approve the calculation of the
related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged


 






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Properties or the fair market value
of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification
of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC Provisions, exclude the value of
personal property and going concern value, if any, as determined by an appropriate third party.


 


If, following any such
release or taking, the loan-to-value ratio as so calculated is greater than 125%, the Master Servicer or Special Servicer, as applicable,
shall require payment of principal by a “qualified amount” as determined under Revenue Procedure 2010-30 or successor
provisions, unless the related Mortgagor provides an Opinion of Counsel that if such amount is not paid the related Mortgage Loan
will not fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but without regard
to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated as a qualified mortgage).


 


(b)          If the Special
Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness or deferral of interest
or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any Non-Serviced Mortgage
Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional collateral) of
the terms of a Specially Serviced Loan with respect to which a payment default or other material default has occurred or a payment
default or other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced by an Officer’s
Certificate of the Special Servicer), is reasonably likely to produce a greater recovery on a net present value basis (the relevant
discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable, the related Companion Holders, as the
holders of any 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), and (y) with respect to any Major Decision involving a Mortgage Loan other than any Excluded
Loan, prior to the occurrence and continuance of a Control Termination Event, the approval of the Directing Certificateholder (or
after the occurrence and during the continuance of a Control Termination Event, but prior to a Consultation Termination Event,
upon consultation with the Directing Certificateholder) as provided in Section 6.08; provided that with respect
to a Serviced Whole Loan, the rights of the related Serviced Companion Noteholder, or with respect to a Mortgage Loan (other than
any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related mezzanine lender, to advise or consult with the
Special Servicer with respect to, or consent to, such modification, waiver or amendment, in each case, pursuant to the terms of
the related Intercreditor Agreement; provided that in the case of any release or substitution of collateral (other
than a defeasance), the Special Servicer shall have obtained an Opinion of Counsel that such release or substitution would not
be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
or otherwise cause an Adverse REMIC Event. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless
of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor,
on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in


 






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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 (5) years prior to the Rated Final Distribution Date and (b) if such Specially Serviced
Loan is secured solely or primarily by a leasehold estate and not also the related fee interest, the date occurring twenty (20)
years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the ground lease
and ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded
Loan) with the consent of the Directing Certificateholder, ten (10) years prior to the expiration of such leasehold estate (including
any options to extend such leasehold estate exercisable unilaterally by the related Mortgagor), or (2) provide for the deferral
of interest unless interest accrues on the related Mortgage Loan or Serviced Whole Loan generally at the related Mortgage Rate.


 


(c)          Any provision
of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan is in default
or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected
by any Master Servicer or Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent or
any modification, waiver or amendment of a Mortgage Loan or Companion 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 Special Servicer, as the case may
be, shall use its reasonable efforts to collect such fee from the Mortgagor or such other Person to the extent permitted under
the related Mortgage Loan documents). Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer may waive
the payment of any Yield Maintenance Charge or the requirement that any prepayment of a Mortgage Loan be made on a Due Date, or
if not made on a Due Date,


 






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be accompanied by all interest that would be due on the next Due Date with respect to any Mortgage Loan
or Serviced Companion Loan that is not a Specially Serviced Loan.


 


(e)          Subject to Section 3.18(c),
the Master Servicer and the Special Servicer each may, as a condition to its granting any request by a Mortgagor for consent, modification
(including extensions), waiver or indulgence or any other matter or thing, the granting of which is within the Master Servicer’s
or the Special Servicer’s, as the case may be, discretion pursuant to the terms of the instruments evidencing or securing
the related Mortgage Loan or Companion Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to
the Master Servicer or the Special Servicer, as the case may be, as additional servicing compensation, a reasonable or customary
fee, for the additional services performed in connection with such request; provided that the charging of such fee is not
a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(f)          All modifications
(including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant to this Section 3.18
shall be in writing, signed by the Master Servicer or the Special Servicer, as the case may be, and the related Mortgagor (and
by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required by the Special Servicer in accordance
with the Servicing Standard).


 


(g)          With respect to
any modification, waiver or amendment 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 a Control
Termination Event), the Directing Certificateholder (other than (i) following the occurrence of a Consultation Termination Event
and (ii) with respect to any Excluded Loan), the applicable Companion Holder, the related Mortgage Loan Seller (if such Mortgage
Loan Seller is not a Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder) and the 17g-5 Information
Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c))
in writing of any modification, waiver or amendment (in each case, after it is finalized and executed) of any term of any Mortgage
Loan or Companion Loan that is modified, waived or amended and the date thereof. With respect to any modification, waiver or amendment
(in each case, after it is finalized and executed) for which it is responsible, the Master Servicer shall provide written notice
of any such modification, waiver or amendment to the Trustee, the Certificate Administrator, the Special Servicer (and the Special
Servicer shall, prior to the occurrence of a Consultation Termination Event and other than with respect to an Excluded Loan, forward
such notice to the Directing Certificateholder), the applicable Companion Holder and the related Mortgage Loan Seller (so long
as such Mortgage Loan Seller is not a Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder)
and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in
accordance with Section 3.13(c)). The party responsible for delivering notice shall deliver to the Custodian with a
copy to the Master Servicer (if such notice is being delivered by the Special Servicer) for deposit in the related Mortgage File,
an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event within
ten (10) Business Days) following the execution thereof, with a copy to the applicable Companion Holder, if any. Following receipt
of the Master Servicer’s or the Special Servicer’s, as applicable, delivery of the aforesaid modification, waiver or
amendment to the


 






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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 Special Servicer,
as applicable, obtaining actual knowledge of the incurrence of such additional debt or mezzanine debt, deliver notice of the Mortgagor’s
incurrence of such debt, substantially in the form of Exhibit KK, to cts.sec.notifications@wellsfargo.com and an Additional
Disclosure Notification in the form attached hereto as Exhibit EE. The notice contemplated in the preceding sentence shall
set forth, to the extent the Special Servicer or Master Servicer, as applicable, has the requisite information or can reasonably
obtain such information, (1) the amount of additional debt that was incurred in the related Collection Period, (2) the total debt
service coverage ratio calculated on the basis of such Mortgage Loan and additional debt, and (3) the aggregate LTV Ratio calculated
on the basis of such Mortgage Loan and additional debt. In the event that either (i) the CREFC® Investor Reporting
Package is amended to include such information set forth above, in a manner reasonably acceptable to the Master Servicer, Special
Servicer and Certificate Administrator, as applicable, and the Master Servicer confirms with the Certificate Administrator that
such amended CREFC® Investor Reporting Package enables the Certificate Administrator to include such information
on Form 10-D in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust is no longer subject to the
Exchange Act, the additional report in the form of Exhibit KK shall no longer be required hereunder. From time to time,
the Master Servicer, Special Servicer and Certificate Administrator may agree on a different delivery time and format for the information
set forth in this paragraph.


 


(h)          The Master Servicer
shall process all defeasance transactions. Notwithstanding the foregoing, the Master Servicer shall not permit (or, with regard
to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged Property pursuant to the defeasance
provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii)
and the Master Servicer has received (i) replacement collateral consisting of government securities within the meaning of
Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the applicable Mortgage Loan documents,
in an amount sufficient to make all scheduled payments under the related Mortgage Loan (or defeased portion thereof) when due,
(ii) a certificate of an Independent certified public accountant to the effect that such substituted property will provide
cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on such Mortgage Loan or
Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage Loan documents and, if applicable,
Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the related Mortgagor) to the effect that
the Trustee, on behalf of the Trust, will have a first priority perfected security interest in such substituted Mortgaged Property;
provided, however, that, to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion
Loan documents, the related Mortgagor shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to
the extent consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Mortgagor shall
establish a single purpose


 






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entity to act as a successor Mortgagor, if so required by the Rating Agencies, (v) to the extent
permissible under the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall use
its reasonable efforts to require the related Mortgagor to pay all costs of such defeasance, including but not limited to the cost
of maintaining any successor Mortgagor, and (vi) to the extent permissible under the Mortgage Loan documents and, if applicable,
Companion Loan documents, the Master Servicer shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation
from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25); provided, further, however,
that no such confirmation from any Rating Agency shall be required to the extent that the Master Servicer has delivered a defeasance
certificate substantially in the form of Exhibit U hereto for any Mortgage Loan that (together with any Mortgage Loans
cross-collateralized with such Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date Balance less than $20,000,000,
(ii) a Mortgage Loan that represents less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans and (iii) a
Mortgage Loan that is not one of the ten largest Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing, in
the event that requiring the Mortgagor to pay for the items specified in clauses (ii), (iv) and (v) in
the preceding sentence would be inconsistent with the related Mortgage Loan documents, such reasonable costs shall be paid by the
related Mortgage Loan Seller as and to the extent set forth in the applicable Mortgage Loan Purchase Agreement.


 


(i)          Notwithstanding
anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the contrary, the Master
Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property
pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in
lieu of the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable;
provided that such substitution is consistent with the Servicing Standard and the Master Servicer (subject to the Special
Servicer’s 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


 






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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 BNY Mellon, MC-Five Mile
or Bancorp that are subject to defeasance, (i) BNY Mellon, MC-Five Mile or Bancorp, as applicable, has retained on behalf of itself
or its affiliate the right, if any, to establish or designate the successor borrower and (ii) BNY Mellon, MC-Five Mile or Bancorp,
as applicable, has retained on behalf of itself or its affiliate the right, if any, to purchase or cause to be purchased the related
defeasance collateral (collectively, the “Loan Seller Defeasance Rights and Obligations”). In the event the
Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan that provides for Loan Seller Defeasance
Rights and Obligations in the related Mortgage Loan Documents, the Master Servicer shall provide, within five (5) business days
of receipt of such notice, written notice of such defeasance request to BNY Mellon, MC-Five Mile or Bancorp, as applicable, in
the case of the Mortgage Loans for which BNY Mellon, MC-Five Mile or Bancorp, as applicable, is the related Mortgage Loan Seller.
Until such time as BNY Mellon, MC-Five Mile or Bancorp, as applicable, 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 BNY Mellon, MC-Five Mile or Bancorp,
as applicable, pursuant to the notice provisions hereof.


 


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


 


(k)          Notwithstanding
anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable, shall, unless
it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
(the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise
paid out of general collections) grant or


 






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accept any consent, approval or direction regarding the termination of the related property
manager or the designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage
Loan that (i) is one of the ten largest Mortgage Loans by Stated Principal Balance or (ii) has an unpaid principal balance
that is at least equal to five percent (5%) of the then aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(l)          Notwithstanding
anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with
any defeasance transaction contemplated in clause (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 applicable, shall promptly give
notice to the Master Servicer or the Special Servicer, as applicable, the Operating Advisor and ((i) prior to the occurrence
of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder
thereof, and the Master Servicer shall deliver the related Mortgage File and Servicing File to the Special Servicer and
concurrently provide a copy of such Servicing File, exclusive of all Privileged Communications, to the Operating Advisor. The
Master Servicer shall use its reasonable efforts to provide the Special Servicer with all information, documents and records
(including records stored electronically on computer tapes, magnetic discs and the like) relating to such Mortgage Loan and,
if applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise available
to the Master Servicer without undue burden or expense, and reasonably requested by the Special Servicer to enable it to
assume its functions hereunder with respect thereto. The Master Servicer shall use its reasonable efforts to comply with the
preceding sentence within five (5) Business Days of the occurrence of each related Servicing Transfer Event (or, in the case
of clauses (viii), (ix) or (x) of the definition of Servicing Transfer Event, within five (5) Business Days of receiving
notice from the Special Servicer of such Servicing Transfer Event when the Special Servicer makes the determination) and in
any event shall continue to act as Master Servicer and administrator of such Mortgage Loan and, if applicable, the related
Serviced Companion Loan until the Special Servicer has commenced the servicing of such Mortgage Loan and, if applicable, the
related Serviced Companion Loan. The Master Servicer shall deliver to the Trustee, the Certificate Administrator, the
Operating Advisor and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect
to any Excluded Loan) the Directing Certificateholder, a copy of the notice of such Servicing Transfer Event provided by the
Master Servicer to the Special Servicer, or by the Special Servicer to the Master Servicer, pursuant to this Section 3.19.
Prior to the occurrence of a Consultation Termination Event, the Certificate Administrator shall deliver to each Controlling
Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the Master Servicer pursuant to
this Section 3.19.


 






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Upon determining that
a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive Periodic Payments
(provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special
Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan and, if applicable,
the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer
shall immediately give notice thereof to the Master Servicer, the Operating Advisor, the related Serviced Companion Noteholder
and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the
Directing Certificateholder and shall return the related Mortgage File and Servicing File to the Master Servicer (or copies thereof
if copies only were delivered to the Special Servicer) and upon giving such notice, and returning such Mortgage File and Servicing
File to the Master Servicer, the Special Servicer’s obligation to service such Corrected Loan shall terminate and the obligations
of the Master Servicer to service and administer such Mortgage Loan and, if applicable, the related Companion Loan shall recommence.


 


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


 


(c)          Notwithstanding
the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with respect to each
of the Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced Mortgage
Loan) and shall provide the Special Servicer with any information in its possession with respect to such records to enable the
Special Servicer to perform its duties under this Agreement; provided that this statement shall not be construed to require
the Master Servicer to produce any additional reports.


 


(d)          No later than
sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and, if applicable,
any related Companion Loan (in the event any Serviced Whole Loan becomes 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 to the Master Servicer, the Directing Certificateholder (but only in respect
of any Mortgage Loan other than any Excluded Loan and prior to the occurrence of a Consultation Termination Event), the Operating
Advisor (but only after the occurrence and during the continuance of a Control Termination Event) and the 17g-5 Information Provider
(which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c))
and, with respect to any related Serviced Companion Loan, to the extent the related Serviced Companion Loan has been included in
an Other Securitization, to the master servicer of such Other Securitization into which the related Serviced Companion Loan has
been sold or to the related Companion Holder. Such Asset Status Report shall set forth the following information to the extent
reasonably determinable based on the information that was delivered to the Special Servicer in connection with the transfer of
servicing pursuant to the Servicing Transfer Event:


 






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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 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.


 


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


 






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If within ten (10) Business
Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status Report in writing
or if the Special Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by the Directing
Certificateholder (communicated to the Special Servicer within ten (10) Business Days) is not in the best interest of all the Certificateholders),
the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however,
that the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the
applicable Mortgage Loan documents. If, with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence
and continuance of any Control Termination Event, the Directing Certificateholder 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 Certificateholder (prior to the occurrence
of a Consultation Termination Event and other than if an Excluded Loan is involved), the Operating Advisor (but only after the
occurrence and during the continuance of a Control Termination Event) and the 17g-5 Information Provider (which shall promptly
post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) and, in the
case of a Serviced Whole Loan, the related Serviced Companion Noteholder. With respect to any Mortgage Loan other than an Excluded
Loan, prior to the occurrence and continuance of any Control Termination Event, the Special Servicer shall revise such Asset Status
Report as described above in this Section 3.19(d) until the Directing Certificateholder shall fail to disapprove such
revised Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the
Special Servicer makes a determination, in accordance with the Servicing Standard, that the disapproval is not in the best interests
of the Certificateholders; provided that, if the Directing Certificateholder 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 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 (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with
the Operating Advisor, on a non-binding basis, in connection with an Asset Status Report for an Excluded Loan which includes a
Major Decision and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the
procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


No direction or disapproval
of the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of the Directing Certificateholder
to consent to or approve (including any deemed consents or approvals) any request of the Special Servicer, shall (a) require
or cause the Special Servicer to violate the terms of a Specially Serviced Loan, applicable law or any provision of this Agreement,
including the Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status
of each Trust REMIC and the grantor trust status of the Grantor Trust, (b) result in the imposition of a


 






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“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.


 


If a Control Termination
Event has occurred and is continuing (or, with respect to an AB Whole Loan, if both a Control Termination Event has occurred and
is continuing and an AB Control Appraisal Period is in effect), the Special Servicer shall promptly deliver each Asset Status Report
prepared in connection with a Specially Serviced Loan to the Operating Advisor (and so long as no Consultation Termination Event
has occurred and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder). The Operating Advisor
shall provide comments to the Special Servicer in respect of the 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 Control Eligible
Certificates), as a collective whole. The Special Servicer shall consider such alternative courses of action and any other feedback
provided by the Operating Advisor (and so long as no Consultation Termination Event has occurred and such Specially Serviced Loan
is not an Excluded Loan, the Directing Certificateholder) in connection with the Special Servicer’s preparation of any Asset
Status Report. The Special Servicer shall revise the Asset Status Report as it deems necessary to take into account any input and/or
comments from the Operating Advisor (and so long as no Consultation Termination Event has occurred and such Specially Serviced
Loan is not an Excluded Loan, the Directing Certificateholder), to the extent the Special Servicer determines that the Operating
Advisor’s and/or Directing Certificateholder’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)).


 


After the occurrence
and during the continuance of a Control Termination Event (or at all times with respect to any Excluded Loan), the Directing Certificateholder
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 of a Consultation Termination Event, each of the Directing
Certificateholder (except with respect to any Excluded Loan) and the Operating Advisor shall be entitled to consult with the Special
Servicer and propose alternative courses of action and provide other feedback in respect of any Asset Status Report. After the
occurrence of a Consultation Termination Event (or at all times with respect to any Excluded Loan), the Directing Certificateholder
(other than in its capacity as a Certificateholder) 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


 






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and/or
recommendations of the Operating Advisor or the Directing Certificateholder during the applicable periods described above, but
is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing Certificateholder.


 


Notwithstanding anything
to the contrary herein, the Directing Certificateholder 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 a draft notice that will include a draft summary of the Final Asset Status
Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged Information) (and shall deliver
each Asset Status Report with respect to an AB Mortgage Loan, to the Directing Certificateholder). With respect to any Mortgage
Loan other than an Excluded Loan, if, prior to the occurrence and continuance of a Control Termination Event, within five (5) Business
Days of receipt of such draft summary, the Directing Certificateholder approves of, or does not disapprove of such draft summary,
then the Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate
Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b). If the Directing
Certificateholder affirmatively disapproves of such summary in writing, then within two (2) Business Days of receipt of such disapproval,
the Special Servicer shall revise the summary and deliver such new summary to the Directing Certificateholder until the Directing
Certificateholder approves such draft summary; provided, however, that if the Directing Certificateholder has not
approved of the draft summary of the Final Asset Status Report within twenty (20) Business Days of receipt of the initial draft
summary of the Final Asset Status Report, then the most recent draft summary of the Final Asset Status Report delivered by the
Special Servicer prior to such 20th Business Day shall be deemed to be the final summary of the Final Asset Status Report; provided,
further, however, that if at any time the Special Servicer determines that any affirmative disapproval of such draft
summary by the Directing Certificateholder is not in the best interest of all the Certificateholders pursuant to the Servicing
Standard, the Special Servicer


 






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shall
deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate Administrator for posting
on the Certificate Administrator’s Website pursuant to Section 3.13(b) notwithstanding such disapproval. The
Special Servicer shall promptly deliver (but in any event no later than two (2) Business Days following its completion) a copy
of each Final Asset Status Report to the Operating Advisor. The Special Servicer shall prepare a summary of any Final Asset Status
Report related to any Serviced AB Whole Loan 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 objection
or comment by the Operating Advisor or the Directing Certificateholder or a recommendation of the Operating Advisor or the Directing
Certificateholder.


 


Section 3.20          Sub-Servicing
Agreements. (a)  The Master Servicer and Special Servicer may enter into Sub-Servicing Agreements to provide
for the performance by third parties of any or all of its respective obligations hereunder; provided that the Sub-Servicing
Agreement as amended or modified: (i) is consistent with this Agreement in all material respects and requires the Sub-Servicer
to comply with all of the applicable conditions of this Agreement; (ii) provides that if the Master Servicer or Special Servicer,
as applicable, shall for any reason no longer act in such capacity hereunder (including, without limitation, by reason of a Servicer
Termination Event), the Trustee or its designee shall thereupon assume all of the rights and, except to the extent they arose
prior to the date of assumption, obligations of such party under such agreement, or, alternatively, may act in accordance with
Section 7.02 hereof under the circumstances described therein (subject to Section 3.20(g) hereof); (iii) provides
that the Trustee (for the benefit of the Certificateholders and the related Companion Holder (if applicable) and the Trustee (as
holder of the Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing Agreement, but that (except
to the extent the Trustee or its designee assumes the obligations of such party thereunder as contemplated by the immediately
preceding clause (ii)) none of the Trust, the Trustee, the Operating Advisor, the Certificate Administrator, the Master
Servicer or Special Servicer, as applicable, any successor master servicer or special servicer or any Certificateholder (or the
related Companion Holder, if applicable) shall have any duties under such Sub-Servicing Agreement or any liabilities arising therefrom;
(iv) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement with respect
to such purchased Mortgage Loan at its option and without penalty; provided, however, that the Initial Sub-Servicing
Agreements may only be terminated by the Trustee or its designees as contemplated by Section 3.20(g) hereof and in
such additional manner and by such other Persons as is provided in such Sub-Servicing Agreement; (v) does not permit the
Sub-Servicer any direct rights of indemnification that may be satisfied out of assets of the Trust; (vi) does not permit
the Sub-Servicer to modify any Mortgage Loan unless and to the extent the Master Servicer or Special Servicer, as applicable,
is permitted hereunder to modify such Mortgage Loan; (vii) 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


 






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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 Special Servicer, as applicable (subject to Section 3.20(g) hereof). In addition, each
Sub-Servicing Agreement entered into by the Master Servicer may but need not provide that the obligations of the Sub-Servicer
thereunder may terminate with respect to any Mortgage Loan serviced thereunder at the time such Mortgage Loan becomes a Specially
Serviced Loan; provided, however, that the Sub-Servicing Agreement may provide (if the Sub-Servicing Agreement provides
for Advances by the Sub-Servicer, although it need not so provide) that the Sub-Servicer will continue to make all Advances and
calculations and prepare all reports required under the Sub-Servicing Agreement with respect to Specially Serviced Loans and continue
to collect its Primary Servicing Fees as if no Servicing Transfer Event had occurred and with respect to REO Properties (and the
related REO Loans) as if no REO Acquisition had occurred and to render such incidental services with respect to such Specially
Serviced Loans and REO Properties as are specifically provided for in such Sub-Servicing Agreement. The Master Servicer or Special
Servicer, as applicable, shall deliver to the Trustee (i) copies of all Sub-Servicing Agreements entered into by it, in each case,
promptly upon its execution and delivery of such documents and (ii) upon request of the Trustee, any amendments or modifications
to such Sub-Servicing Agreements. References in this Agreement to actions taken or to be taken by the Master Servicer include
actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer; and, in connection therewith, all amounts advanced
by any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide)
to satisfy the obligations of the Master Servicer hereunder to make Advances shall be deemed to have been advanced by the Master
Servicer out of its own funds and, accordingly, in such event, such Advances shall be recoverable by such Sub-Servicer in the
same manner and out of the same funds as if such Sub-Servicer were the Master Servicer, and, for so long as they are outstanding,
such Advances shall accrue interest in accordance with Section 3.03(d), such interest to be allocable between the
Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the terms of the Sub-Servicing Agreement. For
purposes of this Agreement, the Master Servicer shall be deemed to have received any payment when a Sub-Servicer retained by it
receives such payment. The Master Servicer or Special Servicer, as applicable, shall notify the Master Servicer or the Special
Servicer, as applicable, the Trustee and the Depositor (and the Special Servicer shall notify the Operating Advisor) in writing
promptly of the appointment by it of any Sub-Servicer, except that the Master Servicer need not provide such notice as to the
Initial Sub-Servicing Agreements.


 






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


 


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


 


(d)          In the event the
Trustee or its designee becomes successor master servicer and assumes the rights and obligations of the Master Servicer under any
Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents and records relating
to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being serviced thereunder and
an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts to effect the orderly
and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)          Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in Article XI
with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer or the Special Servicer,
as applicable, shall remain obligated and responsible to the Trustee, the Master Servicer, the Special Servicer, holders of the
Companion Loans serviced hereunder and the Certificateholders for the performance of its obligations and duties under this Agreement
in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing
and administering the Mortgage Loans for which it is responsible, and the Master Servicer or the Special Servicer, as applicable,
shall pay the fees of any Sub-Servicer thereunder as and when due from its own funds. In no event shall the Trust bear any termination
fee required to be paid to any Sub-Servicer as a result of such Sub-Servicer’s termination under any Sub-Servicing Agreement.


 


(f)     
     The Trustee, upon the request of the Master Servicer or the Special Servicer, as applicable,
shall furnish to any Sub-Servicer any documents necessary or appropriate to enable such Sub-Servicer to carry out its
servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)          Each Sub-Servicing
Agreement shall provide that, in the event the Trustee or any other Person becomes successor master servicer, the Trustee or such
successor master


 






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


 


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


 


(i)           Notwithstanding
any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement which provides for
the performance by third parties of any or all of its obligations herein, without, with respect to any Mortgage Loan other than
an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder,
except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.


 


Notwithstanding anything
to the contrary herein, no Sub-Servicer shall be permitted under any Sub-Servicing Agreement to make material servicing decisions,
such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan documents,
as applicable, without the consent of the Master Servicer or Special Servicer, as applicable.


 


Section 3.21          Interest
Reserve Account.


 


(a)  On the
P&I Advance Date occurring in January (except during a leap year) and February of each calendar year commencing in 2017 (in
each case, unless the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect of the
Actual/360 Mortgage Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest on
the Stated Principal Balance of the Actual/360 Mortgage Loans immediately following the Distribution Date occurring in the month
preceding the month in which P&I Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment
or P&I Advance is made in respect thereof (all amounts so deposited pursuant to this sentence in any particular January and/or
February, “Withheld Amounts”).


 






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


 


Section 3.22          Directing
Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer. Within a reasonable time upon request
from the Directing Certificateholder or the Operating Advisor, as applicable, and no more often than on a monthly basis, each
of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer via telephone available
to verbally answer questions from (a) ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with
respect to any Excluded Loan), the Directing Certificateholder and (b) upon the occurrence and during the continuance of any Control
Termination Event, the Operating Advisor (with respect to the Special Servicer only), regarding the performance and servicing
of the Mortgage Loans and/or REO Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible.


 


Section 3.23          Controlling
Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a)  Each
Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its
name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator, the Special
Servicer and the Operating Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice to each such
Person substantially in the form of Exhibit NN attached hereto, the selection of a Directing Certificateholder or
the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase
of a Certificate to notify the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating
Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent
there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.


 


On the Closing Date,
the initial Directing Certificateholder shall deliver 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 also deliver a certification substantially in the form of Exhibit P-1G to this Agreement
prior to being recognized as the new Directing Certificateholder.


 


(b)          Once a Directing
Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to
rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder, by
Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing, of the resignation
of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing


 






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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.


 


(c)          Until it receives
notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor
and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class
Certificateholder and the Directing Certificateholder.


 


(d)          In the event that
no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable,
and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator
and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until such time as the
new Directing Certificateholder is identified, the Master Servicer or the Special Servicer, as applicable, shall have no duty to
consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.


 


(e)          Upon request,
the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor, the Master
Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling
Class Certificateholder (or each Certificate Owner of the Controlling Class, if applicable), including names and addresses. In
addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder
or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating
Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, Torchlight Investors, LLC shall be the initial
Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until
a Consultation Termination Event occurs.


 


Until it receives notice
to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the
Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.


 






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(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 Certificateholder may have special
relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing
Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder
does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the
Directing Certificateholder may take actions that favor interests of the Holders of one or more Classes of Certificates, including,
without limitation, the Controlling Class, over the interests of the Holders of one or more other Classes of Certificates; and
(v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder)
for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director,
officer, employee, agent or principal of the Directing Certificateholder for having so acted.


 


(h)          All requirements
of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access
to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion
Holder with respect to information relating to the related Serviced Whole Loan, as applicable; provided, however,
that nothing in this subsection (h) shall in any way eliminate the obligation to deliver any information required to be delivered
under the related Intercreditor Agreement.


 


(i)           Until it receives
notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating
Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling
Class Certificateholder and the Directing Certificateholder.


 


(j)           With respect to
a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan, the Directing
Certificateholder shall exercise such rights in accordance with the related Intercreditor Agreement.


 


(k)          The Certificate
Registrar shall determine which Class of Certificates is the then-current Controlling Class or provide the name, contact information
and address of the then-current Directing Certificateholder within two (2) Business Days of a request from the Master Servicer,
Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.


 


(l)           At any time that
the Controlling Class Certificateholder is the holder of a majority of the Class 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


 






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trustadministrationgroup@wellsfargo.com),
the Master Servicer, the Special Servicer and the Operating Advisor. Notwithstanding anything to the contrary contained herein,
during such time as a Control Termination Event or Consultation Termination Event is in existence solely as a result of the operation
of clause (ii) of the definition of Control Termination Event and clause (ii) 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 after
giving effect to such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving
Successor shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to
appoint a Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without regard to
any prior waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to
exercise any of the rights of the Controlling Class Certificateholder. No Non-Waiving Successor described above shall have any
consent rights with respect to any Mortgage Loan that became a Specially Serviced Loan prior to the sale or transfer of the Class
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 becomes a Corrected Loan.


 


(m)         Promptly upon
its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement made available
pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide to the Master
Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity and contact information of the new
Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The Certificate
Administrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer within ten (10) Business Days of
the existence or cessation of (i) any Control Termination Event or (ii) any Consultation Termination Event. Upon the Certificate
Administrator’s determination that a Control Termination Event or a Consultation Termination Event has occurred or is terminated,
the Certificate Administrator shall, within ten (10) Business Days, post a “special notice” on the Certificate Administrator’s
Website pursuant to this provision.


 


In the event that a Control
Termination Event has occurred due to a reduction of the Certificate Balance of the Class 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


 






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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 Certificates below 25% of its Original Certificate
Balance, in each case without regard to the application of any Appraisal Reduction Amounts, such special notice shall state: “A
Consultation Termination Event has occurred because no Class of Control Eligible Certificates exists where such Class’s aggregate
Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to
the application of any 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.”


 


With respect to any Excluded
Loan, the Directing Certificateholder or any Controlling Class Certificateholder shall not have any consent or consultation rights
with respect to the servicing of such Excluded Loan and Control Termination Event and Consultation Termination Event shall be deemed
to have occurred with respect to an Excluded Loan.


 


Section 3.24          Intercreditor
Agreements. (a)  Each of the Master Servicer and Special Servicer acknowledges and agrees that the Serviced Whole
Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of
the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan and each Mortgage Loan with mezzanine
debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions
and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict
between the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern.
Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action
with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior
consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement
provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each
of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and each mezzanine lender or its
respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement
and the related Intercreditor Agreement to the extent provided for therein.


 


(b)          Neither the Master
Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement in favor
of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between the terms of this Agreement
and the terms of such Intercreditor Agreement. Notwithstanding any


 






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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 Special Servicer for its own account without reimbursement. In no event shall the
Master Servicer or the Special Servicer be required to consult with or obtain the consent of any Companion Holder or a mezzanine
lender unless such Companion Holder or mezzanine lender has delivered notice of its identity and contact information to each of
the parties to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely).
As of the Closing Date, the contact information for the Companion Holders and mezzanine lenders is as set forth in the related
Intercreditor Agreement. In no event shall the Master Servicer or the Special Servicer, as applicable, be required to consult
with or obtain the consent of a new Directing Certificateholder or a new Controlling Class Certificateholder unless the Certificate
Administrator has delivered notice to the Master Servicer or the Special Servicer, as applicable, as required under Section 3.23(e) or the Master Servicer or Special Servicer, as applicable, have actual knowledge of the identity and contact information of
a new Directing Certificateholder or a new Controlling Class Certificateholder.


 


(c)          No direction or
disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer or Special Servicer
to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this Agreement, including
the Master Servicer’s or Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain
the REMIC status of each Trust REMIC 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 or the Directing Certificateholder hereunder
may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan, to the extent
the related Intercreditor Agreement provides that such right is exercisable by the related Companion Holder or is exercisable in
conjunction with any related Companion Holder, the Directing Certificateholder shall not be permitted to exercise such right or,
to the extent provided in the related Intercreditor Agreement, shall be required to exercise such right in conjunction with the
related Companion Holder, as applicable (except to the extent that the Directing Certificateholder is the related Serviced Whole
Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer or Special
Servicer, as applicable, shall consult, seek the approval or obtain the consent of the holder of any Serviced Companion Loan with
respect to any matters with respect to the servicing of such Companion Loan to the extent required under related Intercreditor
Agreement and shall not take such actions requiring consent of the related Companion Holder without such consent. In addition,
notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices
to the related Companion Holder as required under the Intercreditor Agreement.


 






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(e)          Notwithstanding
anything in this Agreement to the contrary, the Special Servicer shall be required 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 of a Control Termination Event or a Consultation Termination Event) and 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 Special Servicer, as applicable, be obligated at any
time to follow or take any alternative actions recommended by the related Companion Holder.


 


(f)           In addition to
the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately preceding paragraph,
such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the Master Servicer or
Special Servicer, as applicable) annual meetings with the Master Servicer or the Special Servicer at the offices of the Master
Servicer or Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master Servicer or
Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.


 


(g)          With respect to
the 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.


 






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(h)          Any modification
or amendment to an Intercreditor Agreement that would materially adversely affect the Master Servicer shall require the prior consent
of the Master Servicer.


 


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


 


Section 3.25          Rating
Agency Confirmation. (a)  Notwithstanding the terms of any related Mortgage Loan documents or other provisions
of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation as a
condition precedent to such action, if the party (the “RAC Requesting Party”) required to obtain such Rating
Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within
ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website,
such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither
reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting Party shall be required
to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s Website)
that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related
Rating Agency Confirmation again. The circumstances described in the preceding sentence are referred to in this Agreement as a
“RAC No-Response Scenario.”


 


If there is no response
to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario or
if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving
the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring
such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage
Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be
deemed not to apply for such matter at such time (as if such requirement did not exist) with respect to such Rating Agency and
the Master Servicer 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 Special Servicer, such condition shall be deemed not to apply (as if such


 






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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 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 rating downgrade or withdrawal) of securities in a CMBS 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) the replacement master servicer or replacement special servicer is acting as master servicer or special
servicer, as applicable, in a commercial mortgage loan securitization that was rated by a Rating Agency within the 12-month period
prior to the date of determination and Morningstar has not qualified, downgraded or withdrawn the then-current rating or ratings
of one or more classes of CMBS certificates citing servicing concerns with the replacement master servicer or special servicer,
as applicable, as the sole or a material factor in such rating action, if Morningstar is the non-responding Rating Agency.


 


Any Rating Agency Confirmation
request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,
shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request,
and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation
request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post
such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly following the
Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 3.25(a)
following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist),
the Master Servicer or Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information Provider
of the action taken for the particular item at such time, and the 17g-5 Information Provider shall promptly post such notice on
the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)          Notwithstanding
anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan document relating
to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release or substitution
of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master Servicer or Special
Servicer would have been permitted to waive obtaining such Rating Agency Confirmation pursuant to Section 3.25(a) shall
be deemed not to apply (as if such requirement did not exist).


 


(c)          For all other
matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party shall deliver
Rating Agency Confirmation from each Rating Agency.


 






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Section 3.26          The
Operating Advisor. (a)  The Operating Advisor shall promptly review (i) all information made available to Privileged
Persons on the Certificate Administrator’s Website (A) that relates to any Specially Serviced Loan, and (B) that is contained
in the CREFC® Servicer Watch List prepared by the Master Servicer and (ii) each Final Asset Status Report delivered
to the Operating Advisor by the Special Servicer.


 


(b)          The Operating
Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled as “Privileged Information”
received from the Special Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s exercise
of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any Asset Status
Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such labeled Privileged Information.


 


(c)          (i)  After
the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s review of any
assessment of compliance report, attestation report, Asset Status Report and other information delivered to the Operating Advisor
by the Special Servicer, including each Asset Status Report delivered during the prior calendar year, the Operating Advisor shall
(if any Mortgage Loans were Specially Serviced Loans during the prior calendar year) deliver to the Certificate Administrator and
the 17g-5 Information Provider within one hundred-twenty (120) days of the end of the prior calendar year for which a Control Termination
Event was continuing as of December 31, an annual report (the “Operating Advisor Annual Report”), substantially
in the form of Exhibit V (which form may be modified or altered as to either its organization or content by the Operating
Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions
herein relating to Privileged Information; provided, however, that in no event shall the information or any other
content included in the Operating Advisor Annual Report contravene any provision of this Agreement), setting forth the Operating
Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during the prior calendar
year on a “platform-level basis” with respect to the resolution and liquidation of Specially Serviced Loans that the
Special Servicer is responsible for servicing under this Agreement; provided, further, however, that in the
event the Special Servicer is replaced, the Operating Advisor Annual Report shall only relate to the special servicer that was
acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of
such Operating Advisor Annual Report. Notwithstanding the foregoing, with respect to any Serviced AB Whole Loan, no Operating Advisor
Annual Report will be permitted to include an assessment of the Special Servicer’s performance in respect of such Serviced
AB Whole Loan under the related Intercreditor Agreement. Subject to the restrictions in this Agreement, including, without limitation,
Section 3.26(d) hereof, each such Operating Advisor Annual Report shall (A) identify any material deviations (i) from
the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution
or liquidation of Specially Serviced Loans or REO Properties that the Special Servicer is responsible for servicing under this
Agreement (other than with respect to any REO Property related to a Non-Serviced Mortgage Loan) and (B) comply with all of
the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions).
Such Operating Advisor Annual Report shall be delivered to the Certificate Administrator (which shall promptly post such Operating
Advisor Annual Report on


 






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the
Certificate Administrator’s Website in accordance with Section 3.13(b)) and the 17g-5 Information Provider (which
shall promptly post such Operating Advisor Annual Report on the 17g-5 Information Provider’s Website in accordance with
Section 3.13(c)); provided, however, that the Special Servicer shall be given an opportunity to review
the Operating Advisor Annual Report at least ten (10) days prior to its delivery to the Certificate Administrator and the 17g-5
Information Provider. The Operating Advisor shall have no obligation to adopt any comments to the Operating Advisor Annual Report
that are provided by the Special Servicer. Only as used in this Section 3.26 in connection with the Operating Advisor
Annual Report, the term “platform-level basis” refers to the Special Servicer’s performance of its duties as
they relate to the resolution and/or liquidation of Specially Serviced Loans, taking into account the Special Servicer’s
specific duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing
Standard, with reasonable consideration by the Operating Advisor of any assessment of compliance report, attestation report, Asset
Status Report and other information delivered to the Operating Advisor by the Special Servicer (other than any communications
between the Directing Certificateholder and the Special Servicer that would be Privileged Information) pursuant to this Agreement.
Notwithstanding the foregoing, no Operating Advisor Annual Report shall be required from the Operating Advisor with respect to
any calendar year as to which no Asset Status Report was prepared by the Special Servicer in connection with a Specially Serviced
Loan or REO Property.


 


(ii)          In
the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is
limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report and the Operating Advisor shall not be subject to any liability arising from such
limitations or prohibitions. The Operating Advisor shall be entitled to rely on the accuracy and completeness of any information
it is provided without liability for any such reliance hereunder.


 


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


 


(iv)         In
the event a lack of access to Privileged Information limits or prohibits the Operating Advisor from performing its duties under
this Agreement, the Operating Advisor shall set forth any such limitations or prohibitions in the related Operating Advisor Annual
Report, and the Operating Advisor shall not be subject to any liability arising from such limitations or prohibitions.


 


(d)          Prior to the occurrence
and continuance of a Control Termination Event, the Special Servicer will forward any Appraisal Reduction Amount and net present
value


 






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calculations
used in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation
of a Specially Serviced Loan to the Operating Advisor after such calculations have been finalized. The Operating Advisor shall
review such calculations but shall not opine on or take any affirmative action with respect to such Appraisal Reduction Amount
calculations and/or net present value calculations.


 


(e)          (i)  After
the occurrence and during the continuance of a Control Termination Event, after the calculation but prior to the utilization by
the Special Servicer of any of the calculations related to (i) Appraisal Reduction Amounts or (ii) net present value
in accordance with Section 1.02(iv), the Special Servicer shall forward such calculations, together with any supporting
material or additional information necessary in support thereof (including such additional information reasonably requested by
the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Communications
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 any event no later than two (2) Business Days after preparing such
calculations, and the Operating Advisor shall promptly, but no later than three (3) Business Days after receipt of such calculations
and any supporting or additional materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding
application of the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation.


 


(ii)          In
connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount (as calculated by the Master Servicer) or net present value or the application of the applicable
non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor and the Master Servicer
or the Special Servicer, as applicable, shall consult with each other in order to resolve any inaccuracy in the mathematical calculations
or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any
disagreement within five (5) Business Days of delivery of such calculations to the Operating Advisor. The Special Servicer shall
cooperate with the Master Servicer and provide any information reasonably requested by the Master Servicer necessary for the calculation
of the Appraisal Reduction Amount that is in the Special Servicer’s possession or reasonably obtainable by the Special Servicer.
In the event the Operating Advisor and the Master Servicer or the Special Servicer, as applicable, 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 Master Servicer or the Special Servicer, as applicable, and determine which
calculation is to apply. In making such determination, the Certificate Administrator
may hire an independent third party to assist with any such calculation at the expense of the Trust. The Certificate Administrator
shall be entitled to conclusively rely on such third party calculation.


 


(f)          Notwithstanding
the foregoing, prior to a Control Termination Event, the Operating Advisor shall have no specific involvement with respect to collateral
substitutions, assignments, workouts, modifications, consents, waivers, insurance policies, mortgagor


 






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substitutions,
lease changes or other similar actions that the Special Servicer may perform under this Agreement.


 


(g)          The Operating
Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information” confidential
and shall not disclose such information to any other Person (including any Certificateholders other than the Directing Certificateholder),
other than (1) to the extent expressly required by this Agreement to the other parties to this Agreement with a notice indicating
that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to this Agreement
that receives Privileged Information from the Operating Advisor with a notice stating that such information is Privileged Information
may not disclose such Privileged Information to any Person without the prior written consent of the Special Servicer and, unless
a Control Termination Event has occurred, the Directing Certificateholder (with respect to any Mortgage Loan other than a Non-Serviced
Whole Loan and other than an Excluded Loan) other than pursuant to a Privileged Information Exception. Notwithstanding the foregoing,
the Operating Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Operating
Advisor that agree in writing to be bound by the same confidentiality provisions applicable to the Operating Advisor.


 


(h)          Subject to the
requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance with
the terms of Section 4.07(a).


 


(i)           As compensation
for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each Distribution
Date with respect to each Mortgage Loan (including the Serviced Mortgage Loans but not any Non-Serviced Mortgage Loans nor any
Companion Loan) or each REO Mortgage Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue from
time to time at the Operating Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage
Loan or REO Mortgage Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan or
REO Mortgage Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting
which any related interest payment due on the related Mortgage Loan or deemed to be due on such REO Mortgage Loan is computed.
The Operating Advisor Fee shall be payable from funds on deposit in the Collection Account as provided in Section 3.05(a)(ii)
of this Agreement.


 


The Operating Advisor
shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or
6.04(b) hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a).
Each successor Operating Advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


 


In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor
has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection
Account as provided in Section 3.05(a)(ii) of this


 






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Agreement,
but only to the extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor. When the Operating
Advisor has consultation obligations with respect to a Major Decision under this Agreement, the Master Servicer or the Special
Servicer, as applicable, shall use commercially reasonable efforts consistent with the Servicing Standard to collect the applicable
Operating Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision, but only to the extent not
prohibited by the related Mortgage Loan documents. The Master Servicer or Special Servicer, as applicable, may waive or reduce
the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial
waiver is in accordance with the Servicing Standard, but in no event shall the Master Servicer or the Special Servicer take any
enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection;
provided that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the
Operating Advisor prior to any such waiver or reduction. Notwithstanding the foregoing, the Operating Advisor will have no obligations
or consultation rights as Operating Advisor with respect to: (i) any Non-Serviced Whole Loan or any related REO Property or (ii)
with respect to any AB Mortgage Loan, prior to the occurrence and continuance of a Control Termination Event; provided,
further, that the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced
Whole Loan.


 


(j)           After the occurrence
of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the written direction of Holders of Certificates
evidencing not less than 15% of the aggregate Certificate Balance of all Classes of Principal Balance Certificates (taking into
account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Appraisal
Reduction Amounts are allocable) requesting a vote to replace the Operating Advisor with a replacement Operating Advisor selected
by such Certificateholders (provided that the proposed replacement Operating Advisor is an Eligible Operating Advisor),
and (ii) payment by such requesting Holders to the Certificate Administrator of all reasonable fees and expenses to be incurred
by the Certificate Administrator in connection with administering such vote. The Certificate Administrator shall promptly provide
written notice to all Certificateholders of such request by posting such notice on the Certificate Administrator’s Website
in accordance with Section 3.13(b), and concurrently by mail, and conduct the solicitation of votes of all Certificates
in such regard. Upon the vote or written direction of Holders of at least 75% of the aggregate Certificate Balance of all Classes
of Principal Balance Certificates (taking into account the application of Appraisal Reduction Amounts to notionally reduce the
Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable), the Trustee shall immediately replace
the Operating Advisor with the replacement Operating Advisor.


 


(k)          After the occurrence
of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Certificateholders representing at
least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the
Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for cause and appoint
a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such termination shall be effective
until a successor Operating Advisor has been appointed and has assumed all of the obligations of the Operating Advisor under this
Agreement; provided, further, that no such


 






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termination
shall terminate the rights of the Operating Advisor that accrued prior to such termination, including accrued and unpaid compensation
and indemnification rights. The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible
Operating Advisor. Upon any termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the
Trustee will, as soon as possible, be required to give written notice of the termination and appointment to the Special Servicer,
the Master Servicer, the Certificate Administrator, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s
Website), the Depositor, the Directing Certificateholder (for any Mortgage Loan other than an Excluded Loan and only if no Consultation
Termination Event has occurred), any Companion Holder and the Certificateholders.


 


(l)           The holders of
Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder may waive
such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Trustee of the occurrence of
such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating Advisor
Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver
of an Operating Advisor Termination Event by certificateholders, the trustee and the certificate administrator will be entitled
to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor
Termination Event prior to such waiver from the Trust.


 


(m)         Prior to the occurrence
and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to consent, such consent not
to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor appointed pursuant to
this Section 3.26; provided, further, that such consent will be deemed to have been granted if no objection
is made within ten (10) Business Days following the Directing Certificateholder’s receipt of the request for consent
and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)          The Operating
Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written notice to
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer and the Directing Certificateholder, if applicable, and (b) upon the appointment of, and the acceptance of such appointment
by, a successor Operating Advisor that is an Eligible Operating Advisor. No such resignation by the Operating Advisor shall become
effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities and
obligations. The resigning Operating Advisor shall pay all reasonable costs and expenses (including costs and expenses incurred
by the Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 3.26.


 


In addition, the Operating
Advisor may resign without cost or expense on or after any date on which the aggregate Stated Principal Balance of the Mortgage
Loans and any REO Mortgage Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans
as set forth in the Preliminary Statement. The Operating Advisor shall provide all of the parties hereto and the Directing Certificateholder
30 days prior written notice of any such resignation. If the Operating Advisor resigns under such circumstance, then no replacement


 






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operating
advisor shall be appointed. The resigning operating advisor shall be entitled to, and subject to, any rights and obligations that
accrued under the PSA prior to the date of any such resignation (including accrued and unpaid compensation) and any indemnification
rights arising out of events occurring prior to its resignation.


 


(o)          In the event there
are no Classes of Certificates outstanding other than the Control Eligible Certificates, the Class X-E Certificates, the Class
X-F Certificates, the Class X-NR Certificates, the Class Z Certificates and the Class R Certificates (and, solely for purposes
of receiving Yield Maintenance Charges and prepayment premiums, Class X-D Certificates), then all of the rights and obligations
of the Operating Advisor shall terminate without payment of any termination fee (other than any rights or obligations that accrued
prior to the date of such termination (including accrued and unpaid compensation) and other than indemnification rights arising
out of events occurring prior to such termination). In connection with any termination pursuant to this Section 3.26(o),
no successor Operating Advisor shall be appointed. Upon receipt of written notice of such acts by a Responsible Officer of the
Trustee, the Trustee shall provide the Operating Advisor with prompt notice upon its termination pursuant to this Section 3.26(o).


 


(p)          In the event the
Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and unpaid Operating
Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor Expenses pursuant
to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 


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


 


(r)           Neither the Operating
Advisor nor any of its Affiliates shall make any investment in any Class of Certificates; provided, however, that
such prohibition shall not apply to (i) riskless principal transactions effected by a broker-dealer Affiliate of the Operating
Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and such Affiliate maintain
policies and procedures that (A) segregate personnel involved in the activities of the Operating Advisor under this Agreement
from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from
gaining access to information regarding the Trust and the Operating Advisor and its personnel from gaining access to such Affiliate’s
information regarding its investment activities.


 


(s)          The Operating
Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible Operating Advisor,
the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee shall appoint a


 






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successor
operating advisor subject to and in accordance with this Section 3.26. Notwithstanding the foregoing, if the Trustee is
unable to find a successor operating advisor within 30 days of the termination of the Operating Advisor, the Depositor shall be
permitted to find a replacement.


 


(t)          The Operating
Advisor may delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents
or subcontractors are consistent with the provisions of this Section 3.26(t); provided that no agent or subcontractor
may (i) be affiliated with a Mortgagor, Sponsor, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have been paid any fees, compensation
or other remuneration by an Underwriter, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator, the Trustee,
the Directing Certificateholder or any of their respective Affiliates in connection with due diligence or other services with respect
to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Operating Advisor shall remain obligated
and primarily liable for its obligations hereunder in accordance with the provisions of this Agreement without diminution of such
obligation or liability or related obligation or liability by virtue of such delegation or arrangements or by virtue of indemnification
from any Person acting as its agents or subcontractor to the same extent and under the same terms and conditions as if the Operating
Advisor alone were performing its obligations under this Agreement. The Operating Advisor shall be entitled to enter into an agreement
with any agent or subcontractor providing for indemnification of the Operating Advisor by such agent or subcontractor, and nothing
contained in this Agreement shall be deemed to limit or modify such indemnification.


 


Section 3.27          Companion
Paying Agent. (a)  With respect to each of the Serviced Companion Loans, the Master Servicer shall be the Companion
Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically
set forth in this Agreement.


 


(b)          No provision of
this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to act, bad faith
or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying 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.


 






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(d)          This Section 3.27
shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights
accrued prior to such resignation or removal.


 


Section 3.28          Companion
Register. The Companion Paying Agent shall maintain a register (the “Companion Register”) with respect
to each Serviced Companion Loan on which it will record the names and address of, and wire transfer instructions for, the Companion
Holders from time to time, to the extent such information is provided in writing to it by each Companion Holder. The initial Companion
Holders, along with their respective name and address, are listed on Exhibit S hereto. In the event a Companion Holder
transfers a Companion Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall have no liability for
any misdirected payment in such Companion Loan and shall have no obligation to recover and redirect such payment.


 


The Companion Paying
Agent shall promptly provide the name and address of the Companion Holder to any party hereto or any successor Companion Holder
upon written request and any such Person may, without further investigation, conclusively rely upon such information. The Companion
Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For the avoidance of
doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to a Companion Holder
with respect to a Companion Loan that has been included in an Other Securitization shall be provided to the Other Servicer under
the Other Pooling and Servicing Agreement.


 


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


 


(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.


 






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(d)          In connection
with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials required
to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant to the related
Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination Event, forward
such materials to the Directing Certificateholder for its consent, if such consent is required. The Special Servicer may (with
the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event) waive any
timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor Agreement.


 


(e)          With respect to
any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance of a Consultation Termination
Event, or the Special Servicer, following the occurrence and during the continuance of a Consultation Termination Event, shall
be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling
Note Holder” (or similar term identified in the related Intercreditor Agreement) under the related Intercreditor Agreement.


 


(f)          With respect to
each Non-Serviced Mortgage Loan and Serviced Whole Loan, this Agreement is subject to the related Intercreditor Agreement and incorporates
by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


Section 3.30          [Reserved]


  


Section 3.31          [Reserved]


  


Section 3.32          [Reserved]


 


Section 3.33          Delivery
of Excluded Information to the Certificate Administrator. Any Excluded Information that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the
Certificate Administrator for posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator
via e-mail (or such other electronic means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded
Information” followed by the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance
of doubt, any information that is not appropriately labeled and delivered in accordance with this Section 3.33 shall not
be separately posted as Excluded Information on the Certificate Administrator’s Website, and any information appropriately
labeled and delivered to the Certificate Administrator pursuant to this Section 3.33 shall be posted on the Certificate
Administrator’s Website under the “Excluded Information” section, as provided under Section 3.13.
When so posted, the Excluded Controlling Class Holders shall be prohibited from the access of Excluded Information with respect
to any Excluded Controlling Class Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is
later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related
Excluded Controlling Class Loans). None of the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations
to separately label and deliver any Excluded Information in accordance with this Section 3.33 until such party has received
written notice with respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1B to this Agreement.
Nothing set forth in this Agreement shall


 






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prohibit
the Directing Certificateholder or any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded
Information relating to any Excluded Controlling Class Loan with respect to which the Directing Certificateholder or such Controlling
Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available on the Certificate Administrator’s
Website, such Directing Certificateholder or Controlling Class Certificateholder that is not a Borrower Party with respect to
the related Excluded Controlling Class Loan shall be permitted to obtain such information in accordance with Section 3.13(a).


 


Nothing set forth in
this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving, requesting
or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Certificateholder
or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available to such
Excluded Controlling Class Holder via the Certificate Administrator’s Website, such Directing Certificateholder or Controlling
Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted
to obtain such information in accordance with Section 4.02(f) of this Agreement.


 


[End of Article III]


 


Article IV



distributions TO CERTIFICATEHOLDERS


 


Section 4.01          Distributions.
(a)  On each Distribution Date, to the extent of the Available Funds for such Distribution Date, the Certificate Administrator
shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier
REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c) with respect to each Class of
Lower-Tier Regular Interests, and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution
Account in the following order of priority, satisfying in full, to the extent required and possible, each priority before making
any distribution with respect to any succeeding priority:


 


(i)           first,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates, the Class A-SB Certificates, the Class X-A Certificates, the Class X-B Certificates, the Class X-D
Certificates, the Class X-E Certificates, the Class X-F Certificates and the Class X-NR Certificates, pro rata (based upon
their respective entitlements to interest for such Distribution Date), in respect of interest, up to an amount equal to the aggregate
Interest Distribution Amount in respect of such Classes of Certificates for such Distribution Date;


 


(ii)          second,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates and the Class A-SB Certificates in reduction of the Certificate Balances thereof: (I) prior to
the Cross-Over Date (1) first, to the Holders of the Class A-SB


 






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Certificates,
in an amount up to the Principal Distribution Amount, until the outstanding Certificate Balance of the Class A-SB Certificates
has been reduced to the Class A-SB Planned Principal Balance for such Distribution Date; (2) second, to the Holders
of the Class A-1 Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any
distributions specified in subclause (1) above have been made on such Distribution Date), until the outstanding Certificate
Balance of the Class A-1 Certificates has been reduced to zero; (3) third, to the Holders of the Class A-2 Certificates
in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses (1)
and (2) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-2
Certificates has been reduced to zero; (4) fourth, to the Holders of the Class A-3 Certificates, in an amount up to
the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses (1),
(2) and (3) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class
A-3 Certificates has been reduced to zero; (5) fifth, to the Holders of the Class A-4 Certificates, in an amount up
to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses (1),
(2), (3) and (4) above have been made on such Distribution Date), until the outstanding Certificate
Balance of the Class A-4 Certificates has been reduced to zero; and (6) sixth, to the Holders of the Class A-5 Certificates,
in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses
(1), (2), (3), (4) and (5) above have been made on such Distribution Date), until the outstanding
Certificate Balance of the Class A-5 Certificates has been reduced to zero; and (7) seventh, to the Holders of the Class
A-SB Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions
specified in subclauses (1), (2), (3), (4), (5) and (6) above have been made on such
Distribution Date), until the outstanding Certificate Balance of the Class A-SB Certificates has been reduced to zero; and (II) on
or after the Cross-Over Date, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates, pro
rata (based on their respective Certificate Balances) in an amount equal to the Principal Distribution Amount for such Distribution
Date, until the Certificate Balance of each Class of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB
Certificates is reduced to zero;


 


(iii)         third,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates and the Class A-SB Certificates, pro rata (based upon the aggregate unreimbursed Realized Losses
previously allocated to each such Class), up to an amount equal to the aggregate unreimbursed Realized Losses previously allocated
to each such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(iv)         fourth,
to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


 


(v)          fifth,
after the Certificate Balances of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates


 






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and
Class A-SB Certificates have been reduced to zero, to the Holders of the Class A-S Certificates, in reduction of the Certificate
Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates on such Distribution Date),
until the outstanding Certificate Balance of the Class A-S Certificates has been reduced to zero;


 


(vi)         sixth,
to the Holders of the Class A-S Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to
such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class;


 


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


 


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


 


(ix)          ninth,
to the Holders of the Class B Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


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


 


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


 


(xii)         twelfth,
to the Holders of the Class C Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


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


 






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


 


(xv)         fifteenth,
to the Holders of the Class D Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xvi)       sixteenth,
to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


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


 


(xviii)     eighteenth,
to the Holders of the Class E Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xix)        nineteenth,
to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


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


 


(xxi)        twenty-first,
to the Holders of the Class F Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, plus


 






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interest
on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated
to such Class;


 


(xxii)       twenty-second,
to the Holders of the Class NR Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


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


 


(xxiv)     twenty-fourth,
to the Holders of the Class NR Certificates, until all amounts of Realized Losses previously allocated to the Class NR Certificates,
but not previously reimbursed, have been reimbursed in full plus interest on that amount at the Pass-Through Rate for such Class
compounded monthly from the date the related Realized Loss was allocated to such Class; and


 


(xxv)      twenty-fifth,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Available Funds remaining
in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


If, in connection with
any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the
receipt of payments as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled principal payments
are subsequently received by the Master Servicer and required to be part of the Available Funds for such Distribution Date, the
Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially reasonable
efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master Servicer,
the Special Servicer or the Certificate Administrator shall be liable or held responsible for any resulting delay in the making
of such distribution to Certificateholders solely on the basis of the actions described in the preceding sentence.


 


(b)          [Reserved]


 


(c)          On each Distribution
Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or reimbursement of Realized
Loss in an amount equal to the amount of principal or reimbursement of Realized Loss actually distributable to the Holders of the
respective Related Certificates as provided in Sections 4.01(a), 4.01(d), 4.01(f) and 4.01(i)
such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests is equal to the Certificate
Balance of the Class of Related Certificates. On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive
distributions in respect of interest in an amount equal to the Interest Distribution Amount


 






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in
respect of its Related Certificates plus a pro rata portion of the Interest Distribution Amount in respect of (i) in
the case of the Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-5, Class LA-SB and Class LA-S
Uncertificated Interests, the Class X-A Certificates, (ii) in the case of the Class LB Uncertificated Interest, the
Class X-B Certificates, (iii) in the case of the Class LD Uncertificated Interest, the Class X-D Certificates, (iv) in the case
of the Class LE Uncertificated Interest, the Class X-E Certificates, (v) in the case of the Class LF Uncertificated Interest,
the Class X-F Certificates and (vi) in the case of the Class LNR Uncertificated Interest, the Class X-NR Certificates, in each
case, computed based on an interest rate equal to the excess of the Weighted Average Net Mortgage Rate over the Pass-Through Rate
of the Related Certificates and a notional amount equal to its related Lower-Tier Principal Amount, in each case to the extent
actually distributable thereon as provided in Section 4.01(a). Amounts distributable pursuant to this paragraph are
referred to herein collectively as the “Lower-Tier Distribution Amount”, and shall be made by the Certificate
Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier REMIC Distribution Account to
be deposited in the Upper-Tier REMIC Distribution Account.


 


As of any date, the principal
balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates with respect thereto,
as adjusted for the allocation of Realized Losses, as provided in Sections 4.04(b) and 4.04(c). The initial
principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal Amount. The pass
through rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth in the Preliminary Statement
hereto.


 


Any amount that remains
in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount,
and distribution of Yield Maintenance Charges pursuant to Section 4.01(e)(iii) shall be distributed to the Holders
of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Available Funds for such Distribution
Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)          After the Certificate
Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled to any further distributions in
respect of interest or principal other than reimbursement of Realized Losses and other amounts provided for in this Section 4.01
and the last sentence of Section 4.04(a).


 


(e)          (i) On each
Distribution Date, Yield Maintenance Charges payable with respect to the Mortgage Loans calculated by reference to a U.S. Treasury
rate collected during the related Collection Period will be distributed by the Certificate Administrator to the Holders of
each Class of Regular Certificates (excluding the Class X-E, Class X-F, Class X-NR, Class E, Class F and Class NR Certificates)
in the following manner: (1) pro rata, between (x) the respective Classes of Certificates in YM Group A and
(y) the respective Classes of Certificates in YM Group B, based upon the aggregate of principal distributed to the Classes
of Principal Balance Certificates in each such YM Group on such Distribution Date, and (2) as among the Classes of Certificates
in each YM Group, in the following manner: (A) the Holders of each Class of Principal Balance Certificates in such YM Group
will be entitled to receive a portion of each such Yield Maintenance Charge allocated to such YM Group equal to the product of
(a) a fraction whose numerator is the amount of principal distributed to such Class of Certificates on


 






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such
Distribution Date and whose denominator is the total amount of principal distributed to all of the Principal Balance Certificates
in that YM Group on such Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and such
Class of Regular Certificates, and (c) such portion of such Yield Maintenance Charges allocated to such YM Group, and (B) the
portion of such Yield Maintenance Charges allocated to such YM Group remaining after such distributions on the Principal Balance
Certificates in such YM Group will be distributed (X) in the case of amounts distributable to YM Group A, to the Class X-A Certificates
and (Y) in the case of amounts distributable to YM Group B, on a pro rata basis in accordance with their respective reductions
in their Notional Amounts on such Distribution Date, to the Class X-B and Class X-D Certificates. If there is more than one such
Class of Principal Balance Certificates in either YM Group entitled to distributions of principal on any particular Distribution
Date on which Yield Maintenance Charges payable with respect to the Mortgage Loans are distributable, the aggregate amount of
such Yield Maintenance Charges allocated to such YM Group will be allocated among all such Classes of Principal Balance Certificates
up to, and on a pro rata basis in accordance with, their respective entitlements thereto in accordance with the first sentence
of this paragraph.


 


(ii)          No
Yield Maintenance Charge shall be distributed to the Holders of the Class X-E Certificates, Class X-F Certificates, Class X-NR
Certificates, Class E Certificates, Class F Certificates, Class NR Certificates, Class R Certificates or Class Z Certificates.
After the Certificate Balances and Notional Amounts of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,
Class A-4 Certificates, Class A-5 Certificates, Class A-SB Certificates, Class X-A Certificates, Class X-B Certificates, Class
X-D Certificates, Class A-S Certificates, Class B Certificates, Class C Certificates and Class D Certificates have been reduced
to zero, all Yield Maintenance Charges with respect to the Mortgage Loans shall be distributed to the Holder of the Class X-D Certificates.


 


(iii)         All
distributions of Yield Maintenance Charges made in respect of the respective Classes of Regular Certificates on each Distribution
Date pursuant to Section 4.01(e)(i) shall first be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier
REMIC in respect of the Lower-Tier Regular Interests, pro rata based upon the amount of principal distributed in respect
of each such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(c) above.


 


(f)          On each Distribution
Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account (other than amounts with respect
to a Non-Serviced Mortgage Loan) and shall distribute such amounts to reimburse the Holders of the Regular Certificates (in
order of distribution priority) (first deeming such amounts to be distributed with respect to the Related Lower-Tier Regular Interests)
up to an amount equal to all Realized Losses, if any, previously deemed allocated to them and unreimbursed after application of
the Available Funds for such Distribution Date. Amounts paid from the Gain-on-Sale Reserve Account will not reduce the Certificate
Balances of the Classes of Certificates receiving such distributions. Any amounts remaining in the Gain-on-Sale Reserve Account
after such distributions shall be applied to offset future Realized Losses with respect to the Principal Balance Certificates and
related Realized Losses in each case allocable to the Regular Certificates. Upon termination of the Trust, any amounts remaining
in the Gain-on-Sale Reserve


 






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Account
shall be distributed to the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the Class LR Interest.


 


(g)          All distributions
made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among the outstanding
Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided in Sections 4.01(h),
4.01(i) and 9.01, all such distributions with respect to each Class on each Distribution Date shall be made to the
Certificateholders of the respective Class of record at the close of business on the related Record Date and shall be made by wire
transfer of immediately available funds to the account of any such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder shall have provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder at its address in
the Certificate Register. The final distribution on each Certificate (determined without regard to any possible future reimbursement
of Realized Losses previously allocated to such Certificate) will be made in like manner, but only upon presentation and surrender
of such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


Each distribution with
respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures.
Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents
and to each indirect participating brokerage firm (a ”brokerage firm” or “indirect participating firm”)
for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents.
None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer, the Special
Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement or applicable
law.


 


(h)          Except as otherwise
provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution with respect to
any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized 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(h)
shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall
take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it
shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust hereunder by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with this Section 4.01(h).


 


(i)          Distributions
in reimbursement of Realized Losses previously allocated to the Regular Certificates shall be made in the amounts and manner specified
in Section 4.01(a) or Section 4.01(d), as applicable, to the Holders of the respective Class otherwise
entitled to distributions of interest and principal on such Class on the relevant Distribution Date; provided that all distributions
in reimbursement of Realized Losses previously allocated to a Class of Certificates which has since been retired shall be to the
prior Holders that surrendered the Certificates of such Class upon retirement thereof and shall be made by check mailed to the
address of each such prior Holder last shown in the Certificate Register. Notice of any such distribution to a prior Holder shall
be made in accordance with Section 13.05 at such last address. The amount of the distribution to each such prior Holder
shall be based upon the aggregate Percentage Interest evidenced by the Certificates surrendered thereby. If the check mailed to
any such prior Holder is returned uncashed, then the amount thereof shall be set aside and held uninvested in trust for the benefit
of such prior Holder, and the Certificate Administrator shall attempt to contact such prior Holder in the manner contemplated by
Section 4.01(h) as if such Holder had failed to surrender its Certificates.


 


(j)           On each Distribution
Date, any Excess Interest received during the related Collection Period with respect to the Mortgage Loans shall be distributed
solely to the Holders of the Class Z Certificates from the Excess Interest Distribution Account. Excess Interest will not be available
to pay any other amounts except for distributions on Class Z Certificates set forth in the prior sentence.


 


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


 


On the first Distribution
Date only, the Certificate Administrator shall withdraw $100 from the Upper-Tier REMIC Distribution Account and distribute $100
to the Class X-D Certificates. Such distribution shall be deemed a payment of principal on the principal balance of the REMIC regular
interest represented by the Class X-D Certificates (such principal balance being $100) for federal income tax purposes.


 


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:


 






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(i)           the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof;


 


(ii)          the
aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the previous
Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance Date;


 


(iii)         the
aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the Master
Servicer and the Special Servicer, compensation paid to the Operating Advisor and CREFC® Intellectual Property Royalty
License Fees paid to CREFC®, in each case, with respect to the Collection Period for such Determination Date together
with detailed calculations of servicing compensation paid to the Master Servicer and the Special Servicer;


 


(iv)         the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


 


(v)          the
aggregate amount of unscheduled payments received;


 


(vi)         the
number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate
of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such Distribution
Date;


 


(vii)        the
number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent
90 days to 119 days (and for each thirty (30) day period thereafter until liquidation), (D) current but specially serviced
or in foreclosure but not an REO Property and (E) for which the related Mortgagor is subject to oversight by a bankruptcy
court;


 


(viii)       the
value of any REO Property (and, with respect to the Serviced Whole Loan, the trust’s interest therein) included in the Trust
Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most recent
Appraisal or valuation;


 


(ix)         the
Available Funds for such Distribution Date;


 


(x)          the
Interest Accrual Amount in respect of such Class of Certificates for such Distribution Date, separately identifying any Interest
Accrual Amount for such Distribution Date allocated to such Class of Certificates;


 


(xi)         the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable (A) to Yield Maintenance
Charges, (B) (in the case of the Class Z Certificates), Excess Interest and (C) prepayment premiums;


 






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(xii)        the
Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiii)       the
Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with respect
to the pool of Mortgage Loans;


 


(xiv)       the
Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately after
such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss on such
Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses in respect of the Principal
Balance Certificates to date;


 


(xv)        the
Certificate Factor for each Class of Certificates (other than the Class Z and Class R Certificates) immediately following such
Distribution Date;


 


(xvi)       the
amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to the Serviced Whole Loan, the amount allocable
to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan basis;


 


(xvii)      the
current Controlling Class;


 


(xviii)     the
number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date (or
in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)       a
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;


 


(xx)        a
loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);


 


(xxi)       all
deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 


(xxii)       in
the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Sections 4.01(a),
4.01(c) and 4.01(f);


 


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


 


(xxiv)     the
aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination Date,
with respect to the pool of Mortgage Loans;


 






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(xxv)      with
respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full),
(A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with
such Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates in connection with such Liquidation Event;


 


(xxvi)     with
respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included
in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments or recoveries
with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the loan
number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with that determination (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the
amount of any Realized Loss, as applicable, allocated to the Principal Balance Certificates in respect of the related REO Loan
in connection with that determination;


 


(xxvii)    the
aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)   the
aggregate amount of interest on Servicing Advances (including with respect to the Serviced Whole Loan, the Trust’s interest
therein) paid to the Master Servicer, the Special Servicer and the Trustee since the previous Determination Date (or in the case
of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxix)      the
then-current credit support levels for each Class of Certificates;


 


(xxx)       the
aggregate amount of Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)      a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)     a
loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 


(xxxiii)    an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its affiliates with respect
to the related Distribution Date, which information will be provided to the Certificate Administrator by the Master Servicer; and


 






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(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.


 


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during
the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and
(ii) above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which person
was a Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable, or
that a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns for
such calendar year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the Code
as from time to time are in force.


 


Upon receipt of a summary
of any Asset Review Report from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b)
the Certificate Administrator shall include such summary in Item 1B on the Form 10-D for such period in which the Asset Review
Report was delivered.


 


(b)          [Reserved]


 


(c)          Each of the Master
Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin board service
or Internet website (in addition to making information available as provided herein) any reports or other information the Master
Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement, the Rating
Agencies or any Certificateholder or any prospective Certificateholder that has provided the Certificate Administrator, the Master
Servicer or the Special Servicer, as applicable, with an Investor Certification or has executed a “click-through” confidentiality
agreement in accordance with Section 3.13 hereof (which may be a licensed or registered investment advisor) to the
extent such action does not conflict with the terms of this Agreement (including without limitation, any requirements to keep Privileged
Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the availability
of such information or reports on the Internet or similar electronic media shall not be deemed to satisfy any specific delivery
requirements in this Agreement except 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


 






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dissemination
of this information in accordance with this Agreement, and neither the Master Servicer nor the Special Servicer shall be responsible
for any information delivered, produced, or made available pursuant to Sections 3.13 and 4.02(c), other than
information produced by the Master Servicer or Special Servicer, as applicable; provided that such information otherwise
meets the requirements set forth herein with respect to the form and substance of such information or reports. The Master Servicer
shall be entitled to attach to any report provided pursuant to this subsection, any reasonable disclaimer with respect to information
provided, or any assumptions required to be made by such report.


 


The Special Servicer
shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with
such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary for the Master
Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate Administrator.
Neither the Certificate Administrator nor the Depositor shall have any obligation to recompute, verify or recalculate the information
provided thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report or file received
from the Master Servicer contains erroneous information, the Certificate Administrator is authorized to rely thereon in calculating
and making distributions to Certificateholders in accordance with Section 4.01, preparing the Distribution Date Statement
required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance with Section 4.04.


 


Notwithstanding the foregoing,
the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed pursuant
to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c)
or of Section 4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in
the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any
provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged
Properties. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate
in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(d)          Upon the written
request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate that is a
Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such and, in any
case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably practicable,
at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party such information
that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate Administrator as is
requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A under the Securities
Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for the sufficiency under
Rule 144A or any other securities laws of any available information so furnished to any person including any prospective purchaser
of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished which was prepared or
delivered to them by another.


 






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(e)          The information
to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder by the
parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except as specifically
provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)           Upon the reasonable
request of any Excluded Controlling Class Holder identified to the Master Servicer (in the case of a Non-Specially Serviced Loan)
or the Special Servicer (in the case of a Specially Serviced Loan) to the Master Servicer’s or Special Servicer’s reasonable
satisfaction (at the expense of such Excluded Controlling Class Holder) and if such information is in the Master Servicer’s
or Special Servicer’s possession, the Master Servicer or Special Servicer shall provide or make available (or forward electronically)
to such Excluded Controlling Class Holder (at the expense of such Excluded Controlling Class Holder) any Excluded Information (available
to Privileged Persons through the Certificate Administrator’s Website but not accessible to such Excluded Controlling Class
Holder through the Certificate Administrator’s Website) relating to any Excluded Controlling Class Loan with respect to which
such Excluded Controlling Class Holder is not a Borrower Party; provided that, in connection therewith, the Master Servicer
or Special Servicer may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably
acceptable to the Master Servicer or Special Servicer, generally to the effect that such Person is the Directing Certificateholder
or a Controlling Class Certificateholder, will keep such Excluded Information confidential and is not a Borrower Party, upon which
the Master Servicer or Special Servicer may conclusively rely. In addition, the Master Servicer and the Special Servicer shall
be entitled to conclusively rely on delivery from the Directing Certificateholder or a Controlling Class Certificateholder, as
applicable, of an Investor Certification substantially in the form of Exhibit P-1D that such Directing Certificateholder
or Controlling Class Certificateholder is not an Excluded Controlling Class Holder with respect to a particular Mortgage Loan.
For the avoidance of doubt, the Special Servicer referenced in this Section 4.02(f) shall include any applicable Excluded
Special Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section 4.03          P&I
Advances. (a)  On or before 4:00 p.m., New York City time, on each P&I Advance Date, the Master Servicer
shall (i) remit to the Certificate Administrator for deposit from its own funds into the Lower-Tier REMIC Distribution Account,
an amount equal to the aggregate amount of P&I Advances, if any, with respect to the Mortgage Loans to be made in respect
of the related Distribution Date or (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 with respect to the Mortgage Loans aggregating
the total amount of P&I Advances to be made. Any amounts held in the Collection Account for future distribution and so used
to make P&I Advances with respect to the Mortgage Loans shall be appropriately reflected in the Master Servicer’s records
and replaced by the Master Servicer by deposit in the Collection Account on or before the Business Day immediately preceding the
next succeeding P&I Advance Date (to the extent not previously replaced through the deposit of Late Collections of the delinquent
principal and/or interest in respect of which P&I Advances were made). The Master Servicer shall notify the Certificate Administrator
of (i) the aggregate amount of P&I Advances with respect to the Mortgage Loans and any REO Mortgage Loans for a
Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances with


 






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respect
to the Mortgage Loans and any REO Mortgage Loans for such Distribution Date. If the Master Servicer fails to make a required P&I
Advance by 4:00 p.m., New York City time, on any P&I Advance Date, the Trustee shall make such P&I Advance pursuant to
Section 7.05 by noon, New York City time, on the related Distribution Date, unless the Master Servicer shall have
cured such failure (and provided written notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m.,
New York City time, on such Distribution Date. In the event that the Master Servicer fails to make a required P&I Advance
hereunder, the Certificate Administrator shall notify the Trustee of such circumstances by 4:30 p.m., New York City time,
on the related P&I Advance Date. Notwithstanding the foregoing, the portion of any P&I Advance equal to the CREFC®
Intellectual Property Royalty License Fee for the related Mortgage Loans and any REO Mortgage Loans shall not be remitted
to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account but shall be deposited into the Collection
Account for payment to CREFC® on such Distribution Date.


 


(b)          Subject to Section 4.03(c)
and Section 4.03(e) below, the amount of P&I Advances to be made by the Master Servicer with respect to any Distribution
Date and all Mortgage Loans and REO Mortgage Loans, shall be equal to: (i) the Periodic Payments (net of related Servicing
Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced Primary Servicing Fee Rate)
other than Balloon Payments, that were due on the Mortgage Loans (including any Non-Serviced Mortgage Loan) and any REO Loan (other
than any portion of an REO Loan related to a Companion Loan) during the related Collection Period and delinquent as of the close
of business on the Business Day preceding the related P&I Advance Date (or not advanced by any Sub-Servicer on behalf of the
Master Servicer) and (ii) with respect to each Mortgage Loan delinquent in respect of its Balloon Payment as of the close
of business on the Business Day preceding the related P&I Advance Date (including any REO Loan (other than any portion of an
REO Loan related to a Companion Loan) as to which the related Balloon Payment would have been past due), an amount equal to the
Assumed Scheduled Payment (net of any collections of previously unadvanced principal and interest (adjusted to the related Net
Mortgage Rate) received with respect to such Mortgage Loan or REO Loan, as applicable, during the related Collection Period) therefor.
Subject to subsection (c) below, the obligation of the Master Servicer to make such P&I Advances is mandatory,
and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO
Loan related to a Companion Loan), shall continue until the Distribution Date on which the proceeds, if any, received in connection
with a Liquidation Event or the disposition of the REO Property, as the case may be, with respect thereto are to be distributed.
No P&I Advances shall be made with respect to any Companion Loan.


 


(c)          Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each Non-Serviced Mortgage Loan, the Master Servicer will be required
to make its determination (based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special
Servicer) that it has made a P&I Advance on such Non-Serviced Mortgage Loan that is a Nonrecoverable Advance or that any proposed
P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan independently
of any determination made by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the
case may


 






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be,
under the applicable Non-Serviced PSA in respect of the related Non-Serviced Companion Loan. If the Master Servicer or Special
Servicer determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding
P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable
Advance, the Master Servicer shall provide the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer written
notice of such determination within two (2) Business Days of the date of such determination. If the Master Servicer receives written
notice from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, that either
has determined in accordance with the applicable Non-Serviced PSA with respect to a Non-Serviced Companion Loan, that any proposed
advance under the applicable Non-Serviced PSA that is similar to a P&I Advance would be, or any outstanding advance under
such Non-Serviced PSA that is similar to a P&I Advance is, a nonrecoverable advance, then the Master Servicer or the Trustee
may, based upon such determination, determine that any P&I Advance previously made or proposed to be made with respect to
the related Non-Serviced Mortgage Loan, will be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer
shall not be required to make any additional P&I Advances with respect to the related Non-Serviced Mortgage Loan unless and
until the Master Servicer or the Trustee, as the case may be, determines that any such additional P&I Advances with respect
to the related Non-Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result
of consultation with the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be,
or otherwise.


 


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


 


(e)          Notwithstanding
the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Excess Interest, Yield Maintenance
Charges, Default Interest, late payment charges, prepayment premiums, Balloon Payment or any P&I Advance with respect to any
Companion Loan and (ii) if an Appraisal Reduction Amount has been determined to exist with respect to any Mortgage Loan (or,
in the case of a Non-Serviced Whole Loan, an Appraisal Reduction Amount has been made in accordance with the related Non-Serviced
PSA and the Master Servicer has notice of such Appraisal Reduction Amount) then in the event of subsequent delinquencies thereon,
the interest portion of the P&I Advance in respect of such Mortgage Loan for the related Distribution Date shall be reduced
(it being herein acknowledged that there shall be no reduction in the principal portion of such P&I Advance) to equal the product
of (x) the


 






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amount
of the interest portion of such P&I Advance for such Mortgage Loan for such Distribution Date without regard to this clause (ii),
and (y) a fraction, expressed as a percentage, the numerator of which is equal to the Stated Principal Balance of such Mortgage
Loan immediately prior to such Distribution Date, net of the related Appraisal Reduction Amount (or, in the case of a Serviced
Whole Loan, the portion of such Appraisal Reduction Amount allocated to the related Mortgage Loan), if any, and the denominator
of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date. For purposes
of the immediately preceding sentence, the Periodic Payment due on the Maturity Date for a Balloon Mortgage Loan will be the Assumed
Scheduled Payment for the related Distribution Date.


 


(f)           In no event shall
either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion Loan.


 


Section 4.04          Allocation
of Realized Losses. (a)  On each Distribution Date, immediately following the distributions to be made on such
date pursuant to Section 4.01, the Certificate Administrator shall calculate the amount, if any, by which (i) the
aggregate Stated Principal Balance (for purposes of this calculation only, not giving effect to any reductions of the Stated Principal
Balance for payments of principal collected on the Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement
Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are not otherwise
determined to be Nonrecoverable Advances) of the Mortgage Loans and any REO Loans (excluding any portion allocable to any related
Companion Loan, if applicable) expected to be outstanding immediately following such Distribution Date, is less than (ii) the
then aggregate Certificate Balance of the Principal Balance Certificates after giving effect to distributions of principal on
such Distribution Date (any such deficit, the “Realized Loss”). Any allocation of Realized Losses to a Class
of Regular Certificates shall be made by reducing the Certificate Balance thereof by the amount so allocated. Any Realized Losses
so allocated to a Class of Regular Certificates shall be allocated among the respective Certificates of such Class in proportion
to the Percentage Interests evidenced thereby. The allocation of Realized Losses shall constitute an allocation of losses and
other shortfalls experienced by the Trust. Reimbursement of previously allocated Realized Losses will not constitute distributions
of principal for any purpose and will not result in an additional reduction in the Certificate Balance of the Class of Certificates
in respect of which any such reimbursement is made. With respect to any Class of Principal Balance Certificates, to the extent
any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the Mortgage Loans and
previously resulted in a reduction of the Principal Distribution Amount are subsequently recovered on the related Mortgage Loan,
the amount of such recovery will be added to the Certificate Balance of the Class or Classes of Principal Balance Certificates
that previously were allocated Realized Losses, in sequential order, in each case up to the amount of the unreimbursed Realized
Losses allocated to such Class of Principal Balance Certificates.


 


(b)          On each Distribution
Date, the Certificate Balance of any Class of Principal Balance Certificates will be reduced without distribution, as a write-off
to the extent of any Realized Losses, if any, allocable to such Class of Certificates with respect to such Distribution Date. The
Realized Loss, if any, for a Distribution Date shall be allocated first, to the Class NR Certificates, second, to
the Class F Certificates, third, to the Class E Certificates, 


 






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fourth,
to the Class D Certificates, fifth, to the Class C Certificates, sixth, to the Class B Certificates; seventh,
to the Class A-S Certificates and then, pro rata (based on their respective Certificate Balances), to the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates, in each case until the remaining Certificate Balances
of such Classes of Certificates have been reduced to zero.


 


(c)          With respect to
any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates pursuant to Section 4.04(a)
or Section 4.04(b), respectively, with respect to such Distribution Date shall reduce the Lower-Tier Principal Amount
of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


Section 4.05          Appraisal
Reduction Amounts; Collateral Deficiency Amounts. (a)  For purposes of (x) determining the Non-Reduced Certificates
and the Controlling Class (and whether a Control Termination Event has occurred and is continuing) and (y) determining the
Voting Rights of the related Classes for purposes of removal of the Special Servicer or the Operating Advisor, Appraisal Reduction
Amounts (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated to the
respective Classes of Principal Balance Certificates in reverse sequential order to notionally reduce the related Certificate
Balances until the Certificate Balance of each such Class is reduced to zero (i.e., first, to Class NR Certificates,
second, to the Class F Certificates, third, to the Class E Certificates, fourth, to the Class D
Certificates, fifth, to the Class C Certificates, sixth, to the Class B Certificates, seventh, to the Class
A-S Certificates and finally, pro rata based on their respective Certificate Balances, to the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5 and Class A-SB Certificates).


 


As of the first Determination
Date following a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becoming an AB Modified Loan, the Master Servicer shall
calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent
Appraisal obtained by the Special Servicer with respect to such Mortgage Loan, and all other information relevant to a Collateral
Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by the Master Servicer that a Non-Serviced Mortgage
Loan has become an AB Modified Loan, the Master Servicer shall (i) promptly request from the related Non-Serviced Master Servicer,
Non-Serviced Special Servicer and Non-Serviced Trustee the most recent appraisal with respect to such AB Modified Loan, in addition
to all other information reasonably required by the Master Servicer to calculate whether a Collateral Deficiency Amount exists
with respect to such AB Modified Loan, and (ii) as of the first Determination Date following receipt by the Master Servicer of
the appraisal and any other information set forth in the immediately preceding clause (i) that the Master Servicer reasonably expects
to receive, calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account
the most recent appraisal obtained by the Non-Serviced Special Servicer with respect to such Non-Serviced Mortgage Loan, and all
other information relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by any
other party to this Agreement that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such party shall promptly notify
the Master Servicer thereof. The Special Servicer, upon reasonable prior written request, shall provide the Master Servicer with
information in its possession that is reasonably required to calculate or recalculate any Collateral Deficiency Amount. The Special
Servicer shall use reasonable efforts to assist the Master


 






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Servicer
in obtaining information reasonably required to calculate or recalculate any Collateral Deficiency Amount with respect to a Non-Serviced
Mortgage Loan in the event that the Master Servicer is unsuccessful in obtaining such information from the related Non-Serviced
Master Servicer, Non-Serviced Special Servicer or Non-Serviced Trustee. None of the Special Servicer, the Trustee or the Certificate
Administrator shall calculate or verify any Collateral Deficiency Amount.


 


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


 


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


 


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


 


(b)          (i)  The
Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination
to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a result of an Appraisal
Reduction Amount or Collateral Deficiency Amount (as applicable) in respect of such Class


 






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shall
have the right, at their sole expense, to require the Special Servicer to order a second Appraisal with respect to any Mortgage
Loan (or Serviced Whole Loan) for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency
Amount (such Holders, the “Requesting Holders”). The Special Servicer shall use its reasonable best efforts
to ensure that such second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’ written
request and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided
that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders
are requesting the Special Servicer to obtain an additional Appraisal).


 


(ii)          Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance
with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal
Reduction Amount or Collateral Deficiency Amount (as applicable) is warranted, and if so warranted, the Special Servicer shall
direct the Master Servicer to, and the Master Servicer shall, recalculate the Appraisal Reduction Amount or Collateral Deficiency
Amount, as applicable, based on such supplemental appraisal. If required by such recalculation, the Appraised-Out Class shall be
reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance
notionally restored to the extent required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount,
if applicable. The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above
shall refrain from exercising any direction, control, consent and/or similar rights of the Controlling Class until such time, if
any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Special Servicer of any request
to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the Special
Servicer determines that no recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) is
warranted or (B) the Master Servicer recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable)
based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class during
each Appraisal Review Period shall be exercised by the most senior Class of Control Eligible Certificates, if any.


 


(c)          With respect to
each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and the Serviced Whole Loan as to which an Appraisal Reduction Event
has occurred (unless such Mortgage Loan or Serviced Whole Loan has remained current for three consecutive Periodic Payments, and
with respect to which no other Appraisal Reduction Event has occurred with respect to that Mortgage Loan during the preceding three
months (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or
Serviced Whole Loan)), the Special Servicer shall (1) within thirty (30) days of each anniversary of the related Appraisal
Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify
the Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a
prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would be a
Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable, and promptly following receipt
of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance


 






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with
Section 4.05(b) above), shall promptly deliver a copy thereof to the Master Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor and ((i) prior to the occurrence of any Consultation Termination Event and (ii) other than
with respect to any Excluded Loan) the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal
obtained in accordance with Section 4.05(b) above) (or, if applicable, based on an Appraisal or internal valuation
received by the Master Servicer in connection with a Mortgage Loan becoming an AB Modified Loan), the Master Servicer shall determine
or redetermine, as applicable, and report to the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
and ((i) prior to the occurrence of any Consultation Termination Event and (ii) other than with respect to any Excluded Loan)
the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction Amount or Collateral Deficiency
Amount with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered
in the CREFC® Appraisal Reduction Amount Template format; provided,
however, that the 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. 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 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 Master Servicer is required
to redetermine the Appraisal Reduction Amount or Collateral Deficiency Amount, such redetermined Appraisal Reduction Amount or
Collateral Deficiency Amount shall replace the prior Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable,
with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation
Termination Event and other than with respect to any Excluded Loan, the Master Servicer shall consult with the Directing Certificateholder
with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction Amount or Collateral
Deficiency Amount. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not be
required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan or related Companion
Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special Servicer has obtained
an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to
the related Mortgaged Property within the six-month period immediately prior to the occurrence of such Appraisal Reduction Event.
Instead, the Master 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
has not notified the Master Servicer of any material change to the related Mortgaged Property having occurred and affecting the
validity of such Appraisal or valuation.


 


The Special
Servicer, upon reasonable request, shall deliver to the Master Servicer any information in the Special Servicer’s 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 Master


 






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Servicer’s
reasonable request therefor (which request shall be made promptly, but in no event later than ten (10) Business Days, after the
Special Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuation); provided
that the Master Servicer’s failure to timely make such request shall not relieve the Special Servicer of its obligation
to use reasonable efforts to provide such information to the Master Servicer within four (4) Business Days following the Master
Servicer’s reasonable request.


 


(d)          Any Mortgage Loan
(other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan previously subject to
an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account any amendment or modification
of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan), and with respect to which no other Appraisal
Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction Amount. Any Appraisal Reduction
Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant
to the terms of the applicable Non-Serviced PSA.


 


(e)          The Serviced Whole
Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount with respect to the Mortgage
Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of a Serviced AB Whole
Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related
Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until its principal balance is notionally reduced
to zero by such Appraisal Reduction Amounts) and second, to the related AB Mortgage Loan. Any Appraisal Reduction Amount in respect
of any Serviced Pari Passu Whole 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 outstanding principal balances.


 


Section 4.06          Grantor
Trust Reporting. (a) The parties intend that the portion of the Trust Fund constituting the Grantor Trust shall constitute,
and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a “grantor trust” under
subpart E, part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this
intention. In furtherance of such intention, neither the Trustee nor the Certificate Administrator shall have the power to vary
the investment of the Holders of the Class Z Certificates in the Grantor Trust so as to improve their rate of return. The Certificate
Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute
and timely return to the Certificate Administrator) and timely file all Tax Returns in respect of the Grantor Trust. In addition,
the Certificate Administrator shall (A) file, or cause to be filed, Internal Revenue Service Form 1041 (or, in the event
the Grantor Trust is a WHFIT, Form 1099) or such other form as may be applicable with the Internal Revenue Service with copies
of the statements in the following clause and (B) furnish, or cause to be furnished, to the Holders of the Class Z Certificates,
their allocable share of income and expense with respect to the Excess Interest and Excess Interest Distribution Account in the
time or times and in the manner required by the Code.


 






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(b)          If the Certificate
Administrator receives notice that any Class Z Certificate is held through a “middleman” as defined by the WHFIT Regulations,
then the Grantor Trust will be treated as a WHFIT that is a WHMT. In such event, the Certificate Administrator will report as required
under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Certificate Administrator to
do so is provided to the Certificate Administrator on a timely basis. The Certificate Administrator shall be entitled to rely on
its receipt of notice in 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 any notice received
pursuant to the first sentence of this paragraph is incorrect. As of the Closing Date, no Class Z Certificate is held through a
middleman.


 


(c)           The Certificate
Administrator shall report required WHFIT information using the accrual method, except to the extent the WHFIT Regulations specifically
require a different method. The Certificate Administrator shall be under no obligation to determine whether any Certificateholder
uses the cash or accrual method. The Certificate Administrator shall make available (via its website) WHFIT information to Certificateholders
annually. In addition, the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised
or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(d)          The Certificate
Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties
thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Certificate Administrator
or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each Holder of Class
Z Certificate, 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 Class Z Certificates, 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


 






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submit
questions to (A) the Certificate Administrator relating to the Distribution Date Statement, (B) the Master Servicer
or the Special Servicer, as applicable, relating to the reports being made available pursuant to Section 3.13(b),
the Mortgage Loans (excluding any Non-Serviced Mortgage Loan) or the related Mortgaged Properties or (C) the Operating Advisor
relating to the Operating Advisor Annual Report or other reports prepared by the Operating Advisor or actions by the Special Servicer
referenced in any Operating Advisor Annual Report (each an “Inquiry” and collectively, “Inquiries”),
and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers
thereto. Upon receipt of an Inquiry for the Master Servicer, the Special Servicer, Certificate Administrator or the Operating
Advisor, as applicable, and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master
Servicer or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to the
appropriate person (in the case of the Master Servicer to the following: REAM_InvestorRelations@wellsfargo.com), in each case
within a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Master Servicer,
the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, unless such party determines not
to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Master Servicer, Special Servicer or
the Operating Advisor, as applicable, shall be delivered to the Certificate Administrator by electronic mail. In the case of an
Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer
from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as applicable; provided that
the Certificate Administrator shall not be responsible for the content of such answer or any delay or failure to obtain such answer.
The Certificate Administrator shall post (within a commercially reasonable period of time following preparation or receipt of
such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website. If the
Certificate Administrator, the Master Servicer, the Special Servicer or the Operating Advisor determines, in its respective sole
discretion, that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering any Inquiry would
not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation
of applicable law, the applicable Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would materially
increase the duties of, or result in significant additional cost or expense to, the Master Servicer, the Special Servicer, the
Certificate Administrator or the Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure
of Privileged Information (subject to the Privileged Information Exception, (vi) 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 Certificateholder as part
of its response to any Inquiries. The Certificate Administrator shall notify the Person who submitted such Inquiry in the event
that the Inquiry will not be answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry that
will not be answered shall include the following statement: “Because the Pooling and Servicing Agreement provides that the
Master Servicer, the Special Servicer, the Certificate Administrator and the Operating Advisor shall not answer an Inquiry if
it determines, in its respective sole discretion, that (i) any Inquiry is beyond


 






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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, or (vi) 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 Operating Advisor shall not be required to respond to any Inquiries from Certificateholders
for which its response would require the Operating Advisor to provide information to such inquiring Certificateholders that they
are otherwise not entitled to receive under the terms of this Agreement.


 


(b)          The Certificate
Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person, the Investor
Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry will be required to certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b)
it grants authorization to the Certificate Administrator to make its name and contact information available on the Investor Registry
for at least forty-five (45) days from the date of such certification to persons entitled to access to the Investor Registry. Such
Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name and email address,
as well as certain optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate
Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within
forty-five (45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The
Certificate Administrator will not be responsible for verifying or validating any information submitted on the Investor Registry,
or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance
of a waiver and disclaimer for access to the Investor Registry.


 


(c)          The 17g-5 Information
Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The “Rating
Agency Q&A


 






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Forum
and Document Request Tool” shall be a service available on the 17g-5 Information Provider’s Website, where NRSROs
may (i) submit questions to the Certificate Administrator relating to any Distribution Date Statements, or submit questions
to the Master Servicer or the Special Servicer, as applicable, relating to the reports prepared by such parties (each such submission,
a “Rating Agency Inquiry”), and (ii) view Rating Agency Inquiries that have been previously submitted
and answered, together with the responses thereto. In addition, NRSROs may use the forum to submit requests (each such submission
also, a “Rating Agency Inquiry”) to the Master Servicer for loan-level reports and other related information.
Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special Servicer, the 17g-5 Information Provider shall
forward the Rating Agency Inquiry to the appropriate person (in the case of the Master Servicer to the following: RAInvRequests@wellsfargo.com),
in each case within a commercially reasonable period of time following receipt thereof. Following receipt of a Rating Agency Inquiry
from the 17g-5 Information Provider, the Master Servicer or the Special Servicer, as applicable, unless it determines not to answer
such Rating Agency Inquiry as provided below, shall reply by email to the Certificate Administrator. The 17g-5 Information Provider
shall post (within a commercially reasonable period of time following receipt of such response) such Rating Agency Inquiry with
the related response thereto (or such reports, as applicable) to the Rating Agency Q&A Forum and Document Request Tool. Any
reports posted by the 17g-5 Information Provider in response to an inquiry may be posted on a separate website or web page accessible
by a link on the 17g-5 Information Provider’s Website. If the Certificate Administrator, the Master Servicer or the Special
Servicer determines, in its respective sole discretion, that (i) answering any Rating Agency Inquiry would be in violation
of applicable law, the Servicing Standard, this Agreement or any Mortgage Loan documents, (ii) answering any Rating Agency
Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege with, or the disclosure of attorney
work product, or (iii) (A) answering any Rating Agency Inquiry would materially increase the duties of, or result in
significant additional cost or expense to, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable,
and (B) the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, determines in accordance
with the Servicing Standard (or in good faith, in the case of the Certificate Administrator) that the performance of such duties
or the payment of such costs and expenses is beyond the scope of its duties in its capacity as Certificate Administrator, Master
Servicer or Special Servicer, as applicable, under this Agreement, it shall not be required to answer such Rating Agency Inquiry
and shall promptly notify the 17g-5 Information Provider by email of such determination. The 17g-5 Information Provider shall
promptly thereafter post the Rating Agency Inquiry with the reason it was not answered to the Rating Agency Q&A Forum and
Document Request Tool. The 17g-5 Information Provider will not be liable for the failure 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


 






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and Document
Request Tool will not reflect questions, answers and other communications that are not submitted via the 17g-5 Information Provider’s
Website.


 


Section 4.08          Secure
Data Room. (a)          The
Certificate Administrator shall create a Secure Data Room within 120 days following the Closing Date. The Depositor shall upon
the receipt of each Mortgage Loan Seller’s Diligence File Certificate, deliver to the Certificate Administrator within 120
days following the Closing Date, an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded by the
Mortgage Loan Sellers to the Designated Site. Upon receipt thereof, the Certificate Administrator shall promptly upload the contents
of each Diligence File actually received by it to the Secure Data Room. Access to the Secure Data Room shall be granted by the
Certificate Administrator to (i) the Asset Representations Reviewer and (ii) provided that the Certificate Administrator
has received the Diligence File Certificate from each Mortgage Loan Seller pursuant to Section 2.01(h), any other
Person at the direction of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by
the Certificate Administrator of a certification substantially in the form of Exhibit RR hereto (which shall be sent via
email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate Administrator’s website).
In no case whatsoever shall Certificateholders be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate
Administrator shall be under no obligation to post any documents or information to the Secure Data Room other than the contents
of the Diligence Files initially delivered to it by the Depositor.


 


(b)          The Certificate
Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the type, number
or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to the transaction
or confirm that all documents and information constituting any Diligence File have actually been delivered to the Certificate Administrator.
In no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge of the contents of,
or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room. In the event
that any document or information is posted in error, the Certificate Administrator may remove such document or information from
the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic copies of any
document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not be responsible
or held liable for any other Person’s use or dissemination of the documents or information contained on the Secure Data Room;
provided that such event or occurrence is not also a result of its own negligence, bad faith or willful misconduct. The
Certificate Administrator shall not be required to restrict access to 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


 






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the
date on which any Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed from the Trust, the Master Servicer
or the Special Servicer, as applicable, may direct the Certificate Administrator in writing to delete the Diligence File related
to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate Administrator shall
not be obligated to delete any Diligence File from the Secure Data Room. Following the termination of the Trust pursuant to Section 9.01,
the Certificate Administrator shall be permitted to delete all files from the Secure Data Room. Upon deletion, in no event shall
the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


 


[End of Article IV]


 


Article V



THE CERTIFICATES


 


Section 5.01          The
Certificates. (a)  The Certificates will be substantially in the respective forms annexed hereto as Exhibits A-1 through
and including A-24, with such appropriate insertions, omissions, substitutions and other variations as are required or
permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or
convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be required by law, or as may, consistently
herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof. The
Class X Certificates will be issuable only in minimum Denominations of authorized initial Notional Amount of not less
than $1,000,000 and in integral multiples of $1.00 in excess thereof. The Offered Certificates (other than the Class X-A
Certificates and Class X-B Certificates) will be issuable only in minimum Denominations of authorized initial Certificate
Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The Non-Registered Certificates
(other than the Class X-D, Class X-E, Class X-F, Class X-NR, Class Z and Class R Certificates) will be issuable in minimum
Denominations of authorized initial Certificate Balance of not less than $100,000, and in integral multiples of $1.00 in
excess thereof. If the Original Certificate Balance or initial Notional Amount, as applicable, of any Class does not equal an
integral multiple of $1.00, then a single additional Certificate of such Class may be issued in a minimum denomination of
authorized initial Certificate Balance or initial Notional Amount, as applicable, that includes the excess of (i) the
Original Certificate Balance or initial Notional Amount, as applicable, of such Class over (ii) the largest integral
multiple of $1.00 that does not exceed such amount. The Class Z and Class R Certificates shall be issued, maintained and
transferred in minimum percentage interests of 10% of such Class R or Class Z Certificates and in integral multiples of 1% in
excess thereof.


 


(b)          One authorized
signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized signatory
whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the Certificate,
the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the Certificate
Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature shall
be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 






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Section 5.02          Form
and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an
effective registration statement under the Securities Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other
than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to Torchlight Debt Opportunity Fund V Holdings
(Cayman), LP or its Affiliates) is to be made in reliance upon an exemption from the Securities Act, and under the applicable
state securities laws, then either:


 


(a)          Each Class of
the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in
reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive,
fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary
Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers
of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian,
for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated
agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later
of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in
each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration
of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an
interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance
with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial
interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar
by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted
Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall
not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry
Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S
Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments
made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


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.


 






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(b)          Certificates of
each Class of Non-Registered Certificates offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under
the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited
with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the
name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate
may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for
the Depository, as hereinafter provided.


 


(c)          Certificates of
each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors
that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive
Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such
investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates
to the respective beneficial owners or owners. For the avoidance of doubt, the Class R Certificates shall only be in the form of
Definitive Certificates.


 


(d)          Owners of beneficial
interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates
unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to
discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be
a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90)
days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce
the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it
is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary
Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i)
or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender
by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration,
the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of
a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, 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


 






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distribution
to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s
procedures.


 


Section 5.03          Registration
of Transfer and Exchange of Certificates. (a)  The Certificate Administrator shall keep or cause to be kept at
the Corporate Trust Office books (the “Certificate Register”) in which, subject to such reasonable
regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the
“Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible for,
among other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Certificates of
each Class of Non-Registered Certificates represented by a Temporary Regulation S Book-Entry Certificate, a
Regulation S Book-Entry Certificate and a Rule 144A Book-Entry Certificate and accepting Certificates for exchange
and registration of transfer and (ii) transmitting to the Depositor, the Master Servicer and the Special Servicer any
notices from the Certificateholders.


 


(b)          Subject to the
restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any Certificate,
the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)          Rule 144A
Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during the Restricted
Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Temporary Regulation S
Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person
who is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry Certificate of
the same Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such
interest for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by the
Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1) instructions given
in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit,
or cause to be credited, a beneficial interest in the Temporary Regulation S Book-Entry Certificate in an amount equal to
the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in accordance
with the Depository’s procedures 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


 






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Regulation S
Book-Entry Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to
debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the
Rule 144A Book-Entry Certificate that is being exchanged or transferred.


 


(d)          Rule 144A
Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the
Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Regulation S
Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person
who is required to take delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate, such holder
may, subject to the rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent
beneficial interest in such Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07 hereof, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest
in the Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the participant account of the Depository to be credited with such increase and (3) a certificate in the form of Exhibit J
hereto given by the holder of such beneficial interest stating (A) that the transfer of such interest has been made in compliance
with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S,
or (B) that the transferee is otherwise entitled to hold its interest in the applicable Certificates in the form of an interest
in the Regulation S Book-Entry Certificate, without any registration of such Certificates under the Act (in which case such
certificate shall enclose an Opinion of Counsel to such effect and such other documents as the Certificate Registrar may reasonably
require), then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance
of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Regulation S
Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate
to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest
in the Regulation S Book-Entry Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry
Certificate, and to debit, or cause to be debited, from the account of the 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


 






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rules
and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause the exchange of such interest
for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same Class. Upon receipt by the Certificate
Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1) instructions from Euroclear
or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit or cause to be
credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest in the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions to contain
information regarding the participant account with the Depository to be credited with such increase, (2) with respect to
a transfer of an interest in the Regulation S Book-Entry Certificate, information regarding the participant account of the
Depository to be debited with such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S
Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate
in the form of Exhibit K hereto given by the holder of such beneficial interest and stating that the Person transferring
such interest in the Temporary Regulation S Book-Entry Certificate reasonably believes that the Person acquiring such interest
in the Rule 144A Book-Entry Certificate is a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment
Representation Letter in the form of Exhibit C attached hereto from the transferee to the effect that such transferee
is a Qualified Institutional Buyer (an “Investment Representation Letter”) and is obtaining such beneficial
interest in a transaction meeting the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository
to reduce, or cause to be reduced, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Rule 144A Book-Entry Certificate
by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository, concurrently with such reduction,
to credit, or cause to be credited, to the account of the Person specified in such instructions, a beneficial interest in the
Rule 144A Book-Entry Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation S Book-Entry
Certificate or Regulation S Book-Entry Certificate and to debit, or cause to be debited, from the account of the Person making
such transfer the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate that is being transferred.


 


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


 






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certificates
referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms of this Agreement and the Temporary
Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary Regulation S Book-Entry Certificate
for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the Temporary Regulation S
Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount so exchanged and
shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in the amount represented thereby.
Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry Certificate, and the Certificates
evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S Book-Entry
Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


(g)          Non-Book Entry
Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than a Class R Certificate) wishes
at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of the same
Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof in the
form of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream,
if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07 hereof, of (1) such Non-Book Entry Certificate, duly endorsed as provided
herein, (2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited,
a beneficial interest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book
Entry Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository
to be credited with such increase and (3) a certificate in the form of Exhibit M hereto (in the event that the applicable
Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N hereto
(in the event that the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit O
hereto (in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate), then the Certificate
Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable,
execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance
of the portion retained by such transferor and shall instruct the Depository to increase, or cause to be increased, such Book-Entry
Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit,
or cause to be credited, to the account of the Person specified in such instructions a beneficial interest in the applicable Book-Entry
Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction
of the Depositor (which may be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall
execute any instrument as may be reasonably required by the Depository to effect such exchange.


 


(h)          Non-Book Entry
Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by Section 5.02(d),
no Non-Book Entry Certificate shall be issued to a transferee of an interest in any Rule 144A Book-Entry


 






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Certificate,
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate or to a transferee of a Non-Book
Entry Certificate (or any portion thereof).


 


(i)           Other Exchanges.
In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates may be exchanged only in
accordance with such procedures as are substantially consistent with the provisions of subsections (c) through (f)
above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S
under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate Registrar.


 


(j)           Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall be limited to
transfers made pursuant to the provisions of subsection (e) above.


 


(k)          If Non-Registered
Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend relating to compliance
with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates so issued shall bear
the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered to the Certificate Registrar
such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the restrictions on transfer set
forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Regulation S under
the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and deliver Certificates that
do not bear such legend.


 


(l)           All Certificates
surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate Registrar
in accordance with the Certificate Registrar’s customary procedures.


 


(m)         With respect to
the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer to the Initial
Purchasers) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received either (i) a
representation letter from the proposed purchaser or transferee of such Certificate substantially in the form of Exhibit F-1
attached hereto, to the effect that such proposed purchaser or transferee is not and will not become (A) an employee benefit
plan subject to the fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental
plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) for which no election
has been made under Section 410(d) of the Code or any other plan subject to any federal, state or local law (“Similar
Law”) which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”)
or (B) a person acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include
Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA), other than an insurance company using the assets of its general account under circumstances
whereby the purchase and holding of such Certificates by such insurance company would be exempt from the prohibited transaction
provisions of ERISA and the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60 (or, in the
case of a Plan subject to Similar Law,


 






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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 Purchasers, the Underwriters, the Operating Advisor or the Depositor to any obligation or liability
(including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those
set forth in the Agreement. The Trustee and Certificate Administrator shall not register the sale, transfer, pledge or other disposition
of any ERISA Restricted Certificate unless the Trustee and Certificate Administrator have received either the representation letter
described in clause (i) above or the Opinion of Counsel described in clause (ii) above. The costs of any
of the foregoing representation letters or Opinions of Counsel shall not be borne by any of the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Initial Purchasers, the Underwriters, the Operating Advisor
or the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be deemed to represent that it is not and will not
become a Person specified in clauses (i)(A) or (i)(B) above. Any transfer, sale, pledge or other disposition
of any ERISA Restricted Certificates that would constitute or result in a prohibited transaction under ERISA, Section 4975
of the Code or any Similar Law, or would otherwise violate the provisions of this Section 5.03(m) shall be deemed
absolutely null and void ab initio, to the extent permitted under applicable law.


 


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


 


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


 






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owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in
the first sentence of this Section 5.03(n) by a Person who is not a Permitted Transferee or by a Person who is acting
as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately
preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership
Interest as soon and as fully as possible.


 


(ii)          No
Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without the
express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such
proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer of
any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an
affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed
transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee
historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands
that, as the holder of a Residual Ownership Interest, it may incur liabilities in excess of cash flows generated by the residual
interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they
become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable
to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee
or any other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person
that does not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not
a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted
Transferee, and (6) the proposed transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.03(n)
and (y) other than in connection with the initial issuance of a Class R Certificate, require a statement from the proposed
transferor substantially in the form attached as Exhibit D-2 (the “Transferor Letter”), that the
proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge
or reason to know that the proposed transferee’s statements therein are false.


 


(iii)          Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of
the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such
proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided,
however, the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a
proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any
Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the
foregoing restrictions, and in any event not later than sixty (60) days after a request for


 






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information from the transferor of
such Residual Ownership Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service and
the transferor of such Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e)
of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions
with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate
Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor
or to such agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing
such information.


 


(o)          The Class R Certificates
may only be transferred to and owned by Qualified Institutional Buyers.


 


(p)          Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding,
and the Certificateholders shall be required to provide the Certificate Administrator with such forms and other such information
reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any amount from interest or
original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal withholding requirements,
the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be deemed to have been distributed
to such Persons for all purposes of this Agreement.


 


Section 5.04          Mutilated,
Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it
to save it harmless, then, in the absence of actual notice to the Certificate Registrar that such Certificate has been
acquired by a bona fide purchaser, the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust.
In connection with the issuance of any new Certificate under this Section 5.04, the Certificate Registrar may
require the payment of a sum sufficient to cover any expenses (including the fees and expenses of the Certificate Registrar)
connected therewith. Any replacement Certificate issued pursuant to this 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,


 






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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 of the same series with respect to its rights under
this Agreement or under the Certificates and (c) provides a copy of the communication which Certificateholder proposes
to transmit, then the Certificate Registrar shall, within ten (10) Business Days after the receipt of such request, afford
such Certificateholder (at such Certificateholder’s sole cost and expense) access during normal business hours to a
current list of the Certificateholders as of the most recent Record Date as they appear in the Certificate Register. Every
Certificateholder, by receiving and holding a Certificate, agrees that the Certificate Registrar shall not be held
accountable by reason of the disclosure of any such information as to the list of the Certificateholders hereunder,
regardless of the source from which information was derived. The Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to a list of the names and addresses of
Certificateholders from time to time upon request therefor.


 


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


 






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the
beneficial owner of a Certificate and (y) one of the following documents confirming ownership of such Certificate: a trade
confirmation, an account statement, a letter from a broker-dealer or another document acceptable to the Certificate Administrator
that is similar to any of the foregoing documents). The Certificate Administrator shall not have any obligation to verify the
information provided by any Certificateholder or Certificate Owner in any request to communicate and may rely on such information
conclusively. Additionally, any expenses the Certificate Administrator incurs in connection with any request to communicate will
be paid by the Trust.


 


Section 5.07          Maintenance
of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices or agency or
agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or
upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate Registrar
initially designates its office at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113 as its office for
such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors of any
change in the location of the Certificate Register or any such office or agency.


 


Section 5.08          Appointment
of Certificate Administrator. (a)  Wells Fargo Bank, National Association is hereby initially appointed
Certificate Administrator in accordance with the terms of this Agreement. If the Certificate Administrator resigns or is
terminated, the Trustee shall appoint a successor certificate administrator which may be the Trustee or an Affiliate thereof
to fulfill the obligations of the Certificate Administrator hereunder which must satisfy the eligibility requirements set
forth in Section 8.06.


 


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


 


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


 


(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.


 






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


 


Section 5.09          [Reserved]



 


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


 


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


 


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


 


(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


 






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proposition
has been adopted by Certificateholders. The notice shall be distributed in accordance with the methods described in Section 5.10(a)
above. The Certificate Administrator shall also include such notice on the Form 10-D prepared in connection with the
distribution period that corresponds with the date such notice is distributed. All vote tabulations shall be final and the
Certificate Administrator shall not, absent manifest error, re-tabulate the votes or conduct a new vote for the same
proposition.


 


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


 


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


 


[End of Article V]


 


Article VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the 

Operating Advisor, the asset representations
reviewer AND THE 

DIRECTING CERTIFICATEHOLDER


 


Section 6.01          Representations,
Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations
Reviewer. (a)  The Master Servicer hereby represents, warrants and covenants to the Trustee, for its own
benefit and the benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate
Administrator, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date,
that:


 


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


 


(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


 






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Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations
under this Agreement or its financial condition;


 


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


 


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


 


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


 


(vi)          No
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would
prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment,
is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement;


 


(vii)         The
Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect to
such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)        No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the
Master Servicer with, this Agreement or the Master Servicer’s consummation of any 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.


 






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(b)           The Special Servicer
hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders, each Serviced
Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer and
the Operating Advisor, as of the Closing Date, that:


 


(i)            The
Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of Delaware, and the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to
the extent necessary to perform its obligations under this Agreement;


 


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


 


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


 


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


 


(v)           The
Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, 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


 






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reasonable
judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this
Agreement;


 


(vii)         The
Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such risks,
which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)        No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 


(c)           The Operating
Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer and the Special Servicer,
as of the Closing Date, that:


 


(i)            The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of New York, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 


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


 


(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,


 






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subject to
(A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of
creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


 


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


 


(vi)         The
Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof;


 


(vii)        No
litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor, which
would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this
Agreement; and


 


(viii)       No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement
or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Operating
Advisor to perform its obligations hereunder.


 


(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


 






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


 


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


 


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


 


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


 


(vi)         No
litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations
Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the Asset Representations
Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement;


 


(vii)        The
Asset Representations Reviewer has errors and omissions coverage which is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof;


 


(viii)       No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer
with, this Agreement or the consummation of the transactions


 






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of the Asset Representations Reviewer contemplated by this Agreement,
except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance
by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially
adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)          The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)          The representations
and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of this Agreement. Upon written
notice to or actual knowledge of any party to this Agreement (or upon written notice thereof from any Certificateholder or any
Companion Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely
affects the interests of any party to this Agreement, the Certificateholders, the party with such actual knowledge or that has
received written notice of such breach shall give prompt written notice (to the extent such notice has not already been given)
to the other parties hereto, each certifying Certificateholder, and, prior to the occurrence and continuance of a Control Termination
Event, the Directing Certificateholder.


 


Section 6.02          Liability
of the Depositor, the Master Servicer, the Operating Advisor and the Special Servicer. The Depositor, the Master
Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer shall be liable in accordance
herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the Depositor, the
Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer herein.


 


Section 6.03          Merger,
Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset
Representations Reviewer. (a)  Subject to subsection (b) below, the Depositor, the Master Servicer
and the Special Servicer each will keep in full effect its existence, rights and franchises as an entity under the laws of
the jurisdiction of its incorporation or organization, and each will obtain and preserve its qualification to do business as
a foreign entity in each jurisdiction in which 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 


 






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Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
or the Asset Representations Reviewer (such Person, in the case of the Master Servicer or the Special Servicer, in each of the
foregoing cases, the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of
any paper (other than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, as the case
may be, in accordance with the terms of this Agreement) or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that with respect to such merger, consolidation or succession,
Rating Agency Confirmation is received from each Rating Agency with respect to the Classes of Certificates and, with respect to
any class of Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates as described in Section 3.25); provided, further, that if the Master Servicer,
the Special Servicer or the Operating Advisor enters into a merger and the Master Servicer, the Special Servicer or the Operating
Advisor, as applicable, is the surviving entity under applicable law, the Master Servicer, the Special Servicer or the Operating
Advisor, as applicable, shall not, as a result of the merger, be required to provide a Rating Agency Confirmation with respect
to ratings of the Classes of Certificates or, with respect to any class of Serviced Companion Loan Securities, a confirmation
of the rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings;
provided, further, that for so long as the Trust, and, with respect to any Companion Loan included as part of the
trust in a related Other Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer,
the Special Servicer or the Operating Advisor notifies the Depositor in writing (a “Merger Notice”) of any
such merger, consolidation, conversion or other change in form, and the Depositor or the depositor in such Other Securitization,
as the case may be, notifies the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, in writing that
the Depositor or the depositor in such Other Securitization, as the case may be, has discovered that such successor entity has
not complied with its Exchange Act reporting obligations under any other commercial mortgage loan securitization (and specifically
identifying the instance of noncompliance), then it shall be an additional condition to such succession that the Depositor or
the depositor in such Other Securitization, as the case may be, shall have consented (which consent shall not be unreasonably
withheld or delayed) to such successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer or Operating
Advisor may remain the Master Servicer, Special Servicer or Operating Advisor, as applicable, under this Agreement after (x) being
merged or consolidated with or into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its
assets to any Person if such Person is a Prohibited Party, except to the extent (i) the Master Servicer, the Special Servicer
or Operating Advisor, as applicable, is the surviving entity of such merger, consolidation or transfer and has been and continues
to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger, consolidation
or transfer, which consent shall not be unreasonably withheld. If, within sixty (60) days following the date of delivery of the
Merger Notice to the Depositor or the depositor in such Other Securitization, as the case may be, the Depositor or depositor in
such Other Securitization, as the case may be, shall have failed to notify the Master Servicer or the Special Servicer, as applicable,


 






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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 second preceding sentence are not met the Trustee shall terminate, the applicable Surviving Entity’s servicing
of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 13.01.


 


(i)           The
Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction
of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties
under this Agreement.


 


(ii)          Any
Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger or
consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Asset
Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed to have assumed
all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving Person.


 


Section 6.04          Limitation
on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and Others. (a)  None of the Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any of the partners,
directors, officers, shareholders, members, managers, employees or agents of any of the foregoing shall be under any
liability to the Trust, the Certificateholders or the Companion Holders for any action taken or for refraining from the
taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
that (i) this provision shall not protect the Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person against any
breach of warranties or representations made by it herein or any liability which would otherwise be imposed by reason of
willful misconduct, bad faith or negligence in the performance of such party’s obligations or duties or by reason of
negligent disregard of such party’s obligations and duties hereunder. The Depositor, the Master Servicer (including in
its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and
any partner, director, officer, shareholder, member, manager, employee or agent of the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor or the Asset
Representations Reviewer may rely on any document of any kind which, prima facie, is properly executed and
submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer (including in its
capacity as Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor and
any partner, director, officer, shareholder, member, manager,


 






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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 the Serviced Whole Loan, the rights of the Certificateholders and the holders of a Serviced Companion Loan (as a collective
whole) taking into account the subordinate or pari passu nature of such Serviced Companion Loan); provided, however,
that if a Serviced Whole Loan and/or the holder of any related Companion Loan are involved, such expenses, costs and liabilities
will be payable out of funds related to the applicable Serviced Whole Loan in accordance with the related Intercreditor Agreement
and will also be payable out of the other funds in the Collection Account if amounts on deposit with respect to such Serviced Whole
Loan


 






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are
insufficient therefor. If any such expenses, costs or liabilities relate to a Mortgage Loan or Companion Loan, then any subsequent
recovery on that Mortgage Loan or Companion Loan, as applicable, will be used to reimburse the Trust for any amounts advanced
for the payment of such expenses, costs or liabilities. In such event, the legal expenses and costs of such action, proceeding,
hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust, and the Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer
and the Operating Advisor shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans or the
Companion Loan on deposit in the Collection Account (including, without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).


 


(c)          Each of the Master
Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related Serviced Companion
Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer (including
in its capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer (in the case of the Master
Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them
harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any
willful misconduct, bad faith or negligence of the Master Servicer or the Special Servicer, as the case may be, in the performance
of its obligations and duties under this Agreement or by reason of negligent disregard by the Master Servicer or the Special Servicer,
as the case may be, of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein
by the Master Servicer or the Special Servicer, as applicable. The Trustee, the Certificate Administrator, the Depositor, the Asset
Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Master Servicer or the Special
Servicer, as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the
Trust to indemnification hereunder, whereupon the Master Servicer or the Special Servicer, as the case may be, shall assume the
defense of such claim (with counsel reasonably satisfactory to the Trustee, the Certificate Administrator or the Depositor) and
pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. Any failure to so notify the Master Servicer or the Special Servicer,
as the case may be, shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or
otherwise, unless the Master Servicer’s or the Special Servicer’s, as the case may be, defense of such claim is materially
prejudiced thereby.


 


(d)          Each of the Trustee
and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor, the Master
Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Certificate Administrator (in the case
of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor, the Asset Representations Reviewer
and the Trust and any partner, director, officer, shareholder, member, manager employee or agent thereof, and hold them harmless,
from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Trustee or the


 






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Certificate
Administrator, respectively, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard
by the Trustee or the Certificate Administrator, respectively, of its duties and obligations hereunder or by reason of breach
of any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential
damages. The Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor,
as the case may be, shall immediately notify the Trustee and the Certificate Administrator, respectively, if a claim is made by
a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon
the Trustee or the Certificate Administrator shall assume the defense of such claim (with counsel reasonably satisfactory to the
Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Asset Representations
Reviewer or the Operating Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge
and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify
the Trustee or the Certificate Administrator shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Trustee’s or the Certificate Administrator’s defense of such claim is
materially prejudiced thereby.


 


(e)          The Depositor
agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and any partner, director,
officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the
Depositor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Depositor
of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided
that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately
notify the Depositor if a claim is made by a third party with respect to this Agreement, whereupon the Depositor shall assume the
defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying
Agent) or the Special Servicer) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge
and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the
Depositor shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Depositor’s defense of such claim is materially prejudiced thereby.


 


(f)          The Operating
Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the
Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and any partner, director,
officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence


 






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of
the Operating Advisor, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations or
warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the
Depositor, as the case may be, shall immediately notify the Operating Advisor if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Operating
Advisor shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its
capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Asset
Representations Reviewer or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly
pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any
failure to so notify the Operating Advisor shall not affect any rights any of the foregoing Persons may have to
indemnification under this Agreement or otherwise, unless the Operating Advisor’s defense of such claim is materially
prejudiced thereby.


 


(g)          Neither the Operating
Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees or agents of
the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for refraining from the taking
of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason of willful misconduct,
bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and duties hereunder.


 


(h)          The Asset Representations
Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the
Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and any partner, director, officer,
shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that
any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Asset Representations
Reviewer, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Asset
Representations Reviewer of its duties and obligations hereunder or by reason of breach of any representations or warranties made
herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor, as the case may be, shall immediately
notify the Asset Representations Reviewer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans
entitling the Trust to indemnification hereunder, whereupon the Asset Representations Reviewer shall assume the defense of such
claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against
it or them in respect of such claim. Any failure to so notify the Asset Representations Reviewer shall


 






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not
affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Asset
Representations Reviewer’s defense of such claim is materially prejudiced thereby.


 


(i)           The applicable
Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced Operating Advisor, Non-Serviced
Depositor and Non-Serviced Trustee, and any of their respective partners, directors, officers, shareholders, members, managers,
employees or agents (collectively, the “Non-Serviced Indemnified Parties”), shall be indemnified by the Trust
and held harmless against the Trust’s pro rata share (subject to the applicable Non-Serviced Intercreditor Agreement)
of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses incurred in connection with the servicing and administration of a Non-Serviced Mortgage Loan and the related
Non-Serviced Mortgaged Property under the applicable Non-Serviced PSA (as and to the same extent the applicable Non-Serviced Trust
is required to indemnify such parties in respect of other mortgage loans in the applicable Non-Serviced Trust pursuant to the terms
of the related Non-Serviced PSA).


 


The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in
its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
or the Asset Representations Reviewer.


 


Section 6.05          Depositor,
Master Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.03, neither the
Master Servicer nor the Special Servicer shall resign from their respective obligations and duties hereby imposed on each of
them except upon (a) determination that such party’s duties hereunder are no longer permissible under applicable
law or (b) in the case of the Master Servicer or the Special Servicer, upon the appointment of, and the acceptance of such
appointment by, a successor master servicer or special servicer, as applicable, and receipt by the Certificate Administrator
and the Trustee of Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of
Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).
Any such determination permitting the resignation of the Master Servicer or the Special Servicer pursuant to clause (a)
above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the
Trustee and (prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder. No such
resignation by the Master Servicer or the Special Servicer shall become effective until the Trustee or a successor master
servicer or successor special servicer, as applicable, shall have assumed the Master Servicer’s or Special
Servicer’s, as applicable, responsibilities and obligations in accordance with Section 7.02 and no such
resignation by the Master Servicer or the Special Servicer shall become effective until the Certificate Administrator shall
have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been
completed with respect to any related Companion Loan. Upon any termination (as described in Section 7.01(c)) or
resignation of the Master Servicer or the Special Servicer, pursuant to this Section 6.05, the Master Servicer or
the Special Servicer, as applicable, shall


 






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have
the right and opportunity to appoint any successor master servicer or special servicer with respect to this Section 6.05;
provided that, such successor master servicer or special servicer shall not be the Asset Representations Reviewer, the
Operating Advisor or one of their respective Affiliates and (prior to the occurrence and continuance of a Control Termination
Event) such successor special servicer is approved by the Directing Certificateholder, such approval not to be unreasonably withheld.
The resigning party shall pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate
Administrator) associated with a transfer of its duties pursuant to this Section 6.05. Except as provided in Section 7.01(c),
in no event shall the Master Servicer or the Special Servicer have the right to appoint any successor master servicer or special
servicer if such Master Servicer or Special Servicer, as applicable, is terminated or removed pursuant to Section 7.01.


 


Section 6.06          Rights
of the Depositor in Respect of the Master Servicer and the Special Servicer. The Depositor may, but is not obligated to,
enforce the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated to, perform,
or cause a designee to perform, any defaulted obligation of the Master Servicer and the Special Servicer hereunder or
exercise the rights of the Master Servicer or Special Servicer, as applicable, hereunder; provided, however,
that the Master Servicer and the Special Servicer shall not be relieved of any of their respective obligations hereunder by
virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for
any action or failure to act by the Master Servicer or the Special Servicer and is not obligated to supervise the performance
of the Trustee, the Master Servicer, the Operating Advisor or the Special Servicer under this Agreement or otherwise.


 


Section 6.07          The
Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer, the Special Servicer or any Affiliate
thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any
Certificate with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it
would have if it were not the Master Servicer, the Special Servicer or an Affiliate thereof.


 


Section 6.08          The
Directing Certificateholder. (a)  (A) The Directing Certificateholder shall be entitled to advise (1) the
Special Servicer with respect to all Specially Serviced Loans other than any Excluded Loan, (2) the Special Servicer
with respect to Non-Specially Serviced Mortgage Loans other than any Excluded Loan, as to all matters for which the Master
Servicer must obtain the consent or deemed consent of the Special Servicer, and (3) the Special Servicer with respect to
all Mortgage Loans (other than any Excluded Loan), 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) 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)-(xiii)
below (each a “Major Decision”) unless it has obtained the consent of the Special Servicer and
(ii) with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Whole Loan that is not
an Excluded 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


 






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the
Master Servicer’s taking actions that constitute Major Decisions) as to which the Directing Certificateholder 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 the Directing Certificateholder will be deemed to have approved such action):


 


(i)           any
proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership
of properties securing such of the Mortgage Loans (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loans as come into
and continue in default;


 


(ii)          any
modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted pay-offs but excluding late
fees and default interest) of a Mortgage Loan (other than a Non-Serviced 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 an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials
located at an REO Property;


 


(v)          requests
for property releases or substitutions, other than (i) grants of easements or rights of way that do not materially affect the use
or value of a Mortgaged Property or the Mortgagor’s ability to make any payments with respect to a Mortgage Loan (other than
the Non-Serviced Mortgage Loan) or the Serviced Whole Loan, (ii) release of non-material parcels of a Mortgaged Property (including,
without limitation, any such releases (A) to which the related Mortgage Loan documents expressly require the mortgagee thereunder
to make such releases upon the satisfaction of certain conditions (and the conditions to the release that are set forth in the
related Mortgage Loan documents do not include the approval of the lender or the exercise of lender discretion (other than confirming
the satisfaction of the other conditions to the release set forth in the related Mortgage Loan documents that do not include any
other approval or exercise)) and such release is made as required by the related Mortgage Loan documents or (B) that are related
to any condemnation action that is pending, or threatened in writing, and would affect a non-material portion of the Mortgaged
Property), (iii) the release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral or (iv)
property releases or substitutions permitted pursuant to the related Mortgage Loan documents and for which there is no lender discretion;


 






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(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 (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 of an Acceptable Insurance Default;


 


(xi)          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;


 


(xii)         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; and


 


(xiii)        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.


 


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 any other matter
requiring consent of the Directing Certificateholder with respect to any Mortgage Loan other than an Excluded Loan, prior to the
occurrence and continuance of a Control Termination Event in this Agreement (or any matter requiring consultation with the Directing
Certificateholder or the Operating Advisor), is necessary to protect the interests of the Certificateholders (or, with respect
to the Serviced Whole Loan, the interest of the Certificateholders and the holders of any


 






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related Serviced Companion Loan) (as
a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans, as the case may be)),
the Special Servicer or Master Servicer, as applicable, may take any such action without waiting for the Directing Certificateholder’s
response (or without waiting to consult with the Directing Certificateholder or the Operating Advisor, as the case may be), provided
that the Special Servicer or Master Servicer, as applicable, provides the Directing Certificateholder (or the Operating Advisor,
if applicable) with prompt written notice following such action including a reasonably detailed explanation of the basis therefor;
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 other than an Excluded Loan, for so long as no Control Termination Event has occurred and is continuing, the
Directing Certificateholder subject to any rights, if any, of the related Companion Holder to advise the Special Servicer with
respect to the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the Special
Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan, as the Directing Certificateholder
may deem advisable or as to which provision is otherwise made herein


 


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 Certificateholder in connection with any Major Decision not relating to any Non-Serviced
Mortgage Loan or Excluded Loan (and any other actions which otherwise require consultation with the Directing Certificateholder
prior to a Consultation Termination Event hereunder) and consider alternative actions recommended by the Directing Certificateholder,
in respect thereof. In the event the Special Servicer receives no response from the Directing Certificateholder within 10 Business
Days following its written request for input on any required consultation, the Special Servicer shall not be obligated to consult
with the Directing Certificateholder on the specific matter; provided, however, that the failure of the Directing Certificateholder
to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder on any future matters with
respect to the applicable Mortgage Loan or any other Mortgage Loan. In addition, after the occurrence and during the continuance
of a Control Termination Event the Special Servicer will also be required to consult with the Operating Advisor in connection with
any proposed Major Decision (and any other actions which otherwise require consultation with the Operating Advisor after the occurrence
and during the continuance of a Control Termination Event hereunder) and consider alternative actions recommended by the Operating
Advisor, in respect thereof, provided that such consultation is on a non-binding basis. In the event that the Special Servicer
receives no response from the Operating Advisor within 10 Business Days following the later of (i) its written request for input
on any required consultation and (ii) delivery of all such additional information reasonably requested by the Operating Advisor
related to the subject matter of such consultation, the Special Servicer shall not be obligated to consult with the Operating Advisor
on the specific matter; provided, however, that the failure of the Operating Advisor to respond on any specific matters shall not
relieve the Special Servicer from its obligation to consult with the Operating Advisor on any future matter with respect to the
applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding anything herein to the contrary, with respect to any Excluded
Loan (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with
the Operating Advisor, on a non-binding basis, in connection with the related


 






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transactions
involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof,
in accordance with the procedures set forth in this Section 6.08 for consulting with the Operating Advisor.


 


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 applicable, is
not in the best interests of the Certificateholders. In the event the Special Servicer or Master Servicer, as applicable, determines
that a refusal to consent by the Directing Certificateholder or any advice or direction from the Directing Certificateholder, would
cause the Special Servicer or Master Servicer, as applicable, to violate the terms of any Mortgage Loan, applicable law or this
Agreement, including without limitation, the Servicing Standard, the Special Servicer or Master Servicer, as applicable, shall
disregard such refusal to consent or advise and notify the Directing Certificateholder, the Trustee and the Rating Agencies of
its determination, including a reasonably detailed explanation of the basis therefor. The taking of, or refraining from taking,
any action by the Master Servicer or Special Servicer in accordance with the direction of or approval of the Directing Certificateholder
that does not violate the terms of any Mortgage Loan, applicable law or the Servicing Standard or any other provisions of this
Agreement, will not result in any liability on the part of the Master Servicer or the Special Servicer.


 


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


 






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whatsoever
for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director,
officer, employee, agent or principal thereof for having so acted.


 


Any Non-Serviced Whole
Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders
for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related
Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes of the certificates issued under the
related Non-Serviced PSA including the Holders of the controlling class under such Non-Serviced PSA over other Classes of the Certificates,
and that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may have special relationships
and interests that conflict with those of Holders of some Classes of the Certificates, that such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, may act solely in the interests of the Holders of the controlling class under
the related Non-Serviced PSA, that such Non-Serviced Whole Loan Controlling Holder, shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA,
and that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, shall have no liability
whatsoever for having so acted, and no Certificateholder may take any action whatsoever against such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, or any director, officer, employee, agent or principal thereof for having
so acted.


 


(b)          Notwithstanding
anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control Termination Event
(and at any time with respect to any Excluded Loan), the Directing Certificateholder shall have no right to consent to or direct
any action taken or not taken by any party to this Agreement; (ii) after the occurrence and during the continuance of a Control
Termination Event but prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder shall remain
entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the Master Servicer,
Special Servicer and any other applicable party shall consult with the Directing Certificateholder (other than with respect to
any Excluded Loan) in connection with any action to be taken or refrained from taking to the extent set forth herein; and (iii) after
the occurrence of a Consultation Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder
shall have no direction, consultation or consent rights hereunder and no right to receive any notices, reports or information (other
than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder.


 


[End of Article VI]


 






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Article VII



SERVICER TERMINATION EVENTS


 


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


 


(i)            (A) any
failure by the Master Servicer to make a required deposit to the Collection Account or remit to the Companion Paying Agent for
deposit into the related Companion Distribution Account on the day and by the time such deposit or remittance was first required
to be made under the terms of this Agreement, which failure is not remedied within one (1) Business Day, or (B) any failure
by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into, any Distribution Account any
amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m. New York City time on the relevant
Distribution Date; or


 


(ii)           any
failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after the day such deposit is required
to be made or to remit to the Master Servicer for deposit in the Collection Account or any other required account hereunder, any
amount required to be so deposited or remittance required to be made by the Special Servicer pursuant to, and at the time specified
by, this Agreement; or


 


(iii)          any
failure by the Master Servicer or the Special Servicer duly to observe or perform in any material respect any of its other covenants
or obligations contained in this Agreement which continues unremedied for thirty (30) days (or (A) with respect to any year
that a report on Form 10-K is required to be filed, five (5) Business Days in the case of the Master Servicer’s or 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; provided, however,
that if that failure is capable of being cured and the Master Servicer or Special Servicer, as applicable, is diligently pursuing
such cure, that 30-day period will be extended an additional sixty (60) days; provided that the Master Servicer or the Special
Servicer, as applicable, has commenced to cure such failure within the initial 30-day period and has certified that it has diligently
pursued, and is continuing to pursue, a full cure; provided, further, however, that such extended period will
not apply to the obligations regarding Exchange Act reporting; or


 






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(iv)         any
breach on the part of the Master Servicer or the Special Servicer of any representation or warranty in Section 6.01(a)
and Section 6.01(b), as applicable, that materially and adversely affects the interests of any Class of Certificateholders
or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and that continues unremedied for a period of thirty
(30) days after the date on which notice of that breach, requiring the same to be remedied, shall have been given to the Master
Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator or the Trustee, or to the
Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by the Holders of Certificates
of any Class, evidencing as to that class, Percentage Interests aggregating not less than 25% or, with respect to a Serviced Whole
Loan, by the related Serviced Companion Noteholder; provided, however, that if that breach is capable of being cured
and the Master Servicer or the Special Servicer, as the case may be, is diligently pursuing that cure, that 30-day period will
be extended an additional sixty (60) days; provided that the Master Servicer, or the Special Servicer, as applicable, has
commenced to cure such failure within the initial 30-day period and has certified that it has diligently pursued, and is continuing
to pursue, a full cure; or


 


(v)          a decree
or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present
or future federal or 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)       Moody’s
has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or one or more Classes
of Serviced Companion Loan Securities, or (B) placed one or more Classes of Certificates or one or more Classes of Serviced Companion
Loan Securities on “watch status” in contemplation of rating downgrade or withdrawal and, in the case of either of
clauses (A) or (B), publicly citing servicing concerns with the Master Servicer or any Special Servicer, as applicable, as the
sole or material factor in such rating action (and such qualification, downgrade,


 






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withdrawal or “watch status” placement
has not been withdrawn by such Rating Agency within sixty (60) days of such event); or


 


(ix)          a
servicing officer of the Master Servicer obtains knowledge that the Master Servicer has ceased to have a commercial master servicing
rating of at least “CMS3” from Fitch and that rating is not reinstated within sixty (60) days or a servicing officer
of the Special Servicer obtains knowledge that the Special Servicer has ceased to have a commercial special servicer rating of
at least “CSS3” from Fitch and that rating is not reinstated within sixty (60) days, as the case may be; or


 


(x)           a servicing
officer of the Master Servicer or the Special Servicer, as applicable, obtains knowledge that the Master Servicer or the Special
Servicer, as applicable, has failed to maintain a ranking by Morningstar equal to or higher than “MOR CS3” as a Master
Servicer or the Special Servicer, as applicable, and the Master Servicer or the Special Servicer, as applicable, is not reinstated
to that ranking within sixty (60) days (provided that if Morningstar has not issued a ranking with respect to such Master
Servicer or the Special Servicer, as applicable, then the following shall constitute a Servicer Termination Event: Morningstar
has (i) qualified, downgraded or withdrawn its ratings of one or more Classes of Certificates
or any class of Serviced Companion Loan Securities, or (ii) placed one or more Classes of Certificates or classes of Serviced Companion
Loan Securities on “watch status” in contemplation of rating downgrade or withdrawal and, in the case of either of clauses
(i) or (ii), publicly citing servicing concerns with the Master Servicer or the Special Servicer, as applicable,
as the sole or a material factor in such rating action (and such qualification, downgrade, withdrawal or “watch status”
placement has not been withdrawn by Morningstar within 60 days of such event); or


 


(xi)          the
Master Servicer or the Special Servicer, as applicable, or any primary servicer or sub-servicer appointed by the Master Servicer
or the Special Servicer, as applicable, after the Closing Date (but excluding any primary servicer or sub-servicer which the Master
Servicer has been instructed to retain by the Depositor or a Sponsor), fails to deliver the items required hereunder after any
applicable notice and cure period to enable the Certificate Administrator, Depositor or a depositor under any other securitization
to comply with the Trust’s reporting obligations under the Exchange Act (any primary servicer or sub-servicer that defaults in
accordance with this clause may be terminated at the direction of the Depositor).


 


(b)          If any Servicer
Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes of this Section 7.01(b),
the “Affected Party”) shall occur and be continuing, then, and in each and every such case, so long as such
Servicer Termination Event shall not have been remedied, the Trustee or the Depositor may, and at the written direction of ((i)
for so long as a Control Termination Event has not occurred and is not continuing and (ii) other than with respect to any Excluded
Loan) the Directing Certificateholder (solely with respect to the Special Servicer) or the Holders of Certificates entitled to
at least 25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of
the Master Servicer or the Special Servicer, as applicable, upon five Business Days’ written notice if there is a Servicer
Termination Event under clause (iii)(A) above), by


 






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notice
in writing to the Affected Party, with a copy of such notice to the Depositor and the Operating Advisor, all of the rights (subject
to Section 3.11 and Section 6.04) and obligations of the Affected Party under this Agreement and in and
to the Mortgage Loans and the proceeds thereof (other than as a Certificateholder or Companion Holder, if applicable); provided,
however, that the Affected Party shall be entitled to the payment of accrued and unpaid compensation and reimbursement
through the date of such termination as provided for under this Agreement for services rendered and expenses incurred. From and
after the receipt by the Affected Party of such written notice except as otherwise provided in this Article VII, all authority
and power of the Affected Party under this Agreement, whether with respect to the Certificates (other than as a Holder of any
Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee with respect to a termination of the
Master Servicer or the Special Servicer pursuant to and under this Section 7.01, and, without limitation, the Trustee
is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact
or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate
to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage
Loans and related documents, or otherwise. The Master Servicer and Special Servicer each agree that if it is terminated pursuant
to this Section 7.01(b), it shall promptly (and in any event no later than twenty (20) Business Days subsequent to
its receipt of the notice of termination) provide the Trustee with all documents and records requested by it to enable it to assume
the Master Servicer’s or the Special Servicer’s, as the case may be, functions hereunder, and shall cooperate with
the Trustee in effecting the termination of the Master Servicer’s or the Special Servicer’s, as the case may be, responsibilities
and rights (subject to Section 3.11 and Section 6.04) hereunder, including, without limitation, the transfer
within five (5) Business Days to the Trustee for administration by it of all cash amounts which shall at the time be or should
have been credited by the Master Servicer to the Collection Account or any Servicing Account (if it is the Affected Party), by
the Special Servicer to the REO Account (if it is the Affected Party) or thereafter be received with respect to the Mortgage Loans
or any REO Property (provided, however, that the Master Servicer and the Special Servicer each shall, if terminated
pursuant to this Section 7.01(b) or pursuant to Section 7.01(d) (with respect to the Special Servicer),
continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination,
whether in respect of Advances (in the case of the Special Servicer or the Master Servicer) or otherwise, and it and its Affiliates
and the directors, managers, officers, members, employees and agents of it and its Affiliates shall continue to be entitled to
the benefits of Section 3.11 and Section 6.04 notwithstanding any such termination).


 


(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 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.


 






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Notwithstanding Section 7.01(b),
if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the Holder of
a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder of such Serviced
Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement, as applicable,
shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the related Serviced Pari Passu Whole
Loan. Any Special Servicer appointed to replace the Special Servicer with respect to a Serviced Pari Passu Mortgage Loan cannot
at any time be (without the prior written consent of the holder of such Serviced Pari Passu Companion Loan) the person (or Affiliate
thereof) that was terminated at the direction of the holder of the related Serviced Pari Passu Companion Loan. Any such Special
Servicer under this paragraph shall meet the eligibility requirements of Section 7.02 and the eligibility requirements
of the related Other Pooling and Servicing Agreement, and the appointment thereof shall comply with the provisions of Section 7.02.
Any appointment of a replacement Special Servicer in accordance with this paragraph shall be subject to the receipt of Rating Agency
Confirmation and confirmation from the rating agencies that such appointment or replacement will not result in the downgrade, withdrawal
or qualification of the then-current ratings of any class of any related Serviced Companion Loan Securities (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25).


 


(d)          Subject to the
rights of the holder of a related AB Subordinate Companion Loan pursuant to the related Intercreditor Agreement at any time prior
to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan, the Directing
Certificateholder shall be entitled to terminate the rights (subject to Section 3.11 and Section 6.04)
and obligations of the Special Servicer under this Agreement, with or without cause, upon ten (10) Business Days’ notice
to the Special Servicer, the Master Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination
to be effective upon the appointment of a successor special servicer meeting the requirements of this Section 7.01(d).
Upon a termination of such Special Servicer, the Directing Certificateholder (other than with respect to any Excluded Loan) shall
designate a successor special servicer; provided, however, that (i) such successor will meet the requirements
set forth in Section 7.02, (ii) each Rating Agency delivers Rating Agency Confirmation and, in the case of any
class of any Serviced Companion Loan Securities the applicable rating agencies deliver a confirmation that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25) and (iii) no replacement of the Special Servicer shall be effective until the
Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form
8-K filings have been completed with respect to any related Companion Loan.


 


After the occurrence
and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal Balance
Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction
Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05 hereof) of the Principal Balance Certificates
requesting a vote to replace the Special Servicer


 






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with
a new special servicer designated in such written direction, (b) payment by such Holders to the Certificate Administrator
of the reasonable fees and expenses (including any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate
Administrator in connection with administering such vote and which will not be additional expenses of the Trust and (c) delivery
by such Holders to the Certificate Administrator and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating
Agency Confirmation shall be obtained at the expense of such Holders), the Certificate Administrator shall promptly post notice
to all Certificateholders of such request on the Certificate Administrator’s Website in accordance with Section 3.13(b)
and concurrently by mail, and conduct the solicitation of votes of all Certificates in such regard, which vote shall occur
within one hundred-eighty (180) days of the posting of such notice. Upon the written direction of (a) Holders of Certificates
evidencing at least 75% of a Certificateholder Quorum of Certificates or (b) Holders of Non-Reduced Certificates evidencing more
than 50% of the Voting Rights of each of Class of Non-Reduced Certificates, the Trustee shall terminate all of the rights and
obligations of the Special Servicer under this Agreement and appoint the successor special servicer (which must be a Qualified
Replacement Special Servicer) designated by such Certificateholders. The Certificate Administrator shall include on each Distribution
Date Statement a statement that each Certificateholder may (i) access such notices via the Certificate Administrator’s
Website and (ii) register to receive electronic mail notifications when such notices are posted thereon.


 


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


 


Following the occurrence
of a Consultation Termination Event, subject to the immediately succeeding paragraph, if the Operating Advisor determines that
the Special Servicer is not performing its duties as required hereunder or is otherwise not acting in accordance with the Servicing
Standard, the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer,
a written report in the form of Exhibit W attached hereto (which form may be modified or supplemented from time to
time to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form with the terms
and provisions of this Agreement; provided, further, that in no event shall


 






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the
information or any other content included in such written recommendation contravene any provision of this Agreement) detailing
the reasons supporting its recommendation (along with relevant information justifying its recommendation) and recommending a suggested
replacement special servicer, which shall be a Qualified Replacement Special Servicer. In such event, the Certificate Administrator
shall promptly post notice to all Certificateholders of such recommendation and the related report on the Certificate Administrator’s
Website in accordance with Section 3.13(b), and by mail conduct the solicitation of votes of all Certificates in such
regard. Upon (i) the affirmative vote of Holders of Principal Balance Certificates evidencing at least a majority of the
aggregate Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective
Certificate Balances of such Certificates) of all Principal Balance Certificates on an aggregate basis and (ii) receipt of
Rating Agency Confirmation from each Rating Agency by the Certificate Administrator following satisfaction of the foregoing clause (i),
the Trustee shall (i) terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint
a successor special servicer approved by the Certificateholders and (ii) promptly notify such outgoing Special Servicer of
the effective date of such termination. The reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses
of outside counsel) associated with obtaining such Rating Agency Confirmations and administering such vote and the Operating Advisor’s
identification of a Qualified Replacement Special Servicer shall be an additional expense of the Trust. In the event that the
Trustee does not receive at least a majority of the requested votes, then the Trustee shall have no obligation to remove the Special
Servicer. Prior to the appointment of any replacement special servicer, such replacement special servicer shall have agreed to
succeed to the obligations of the Special Servicer under this Agreement and to act as the Special Servicer’s successor hereunder.


 


No penalty or fee shall
be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). All
costs of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders of the Controlling
Class.


 


For the avoidance of
doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth
in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination under
this Section 7.01(d) (regarding removal of the Special Servicer), or the result of the vote of the Certificateholders
(regarding removal of the Special Servicer).


 


(e)           The Master Servicer
and Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as are required by it in accordance
with the related Servicing Standard in order to prevent the Certificates from being placed on “watch” status or downgraded
due to servicing or special servicing, as applicable, concerns by any Rating Agency. In no event shall the remedy for a breach
of the foregoing covenant extend beyond termination pursuant to Section 7.01(a)(viii), (a)(ix) and (a)(x)
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), (a)(ix) and (a)(x).


 


(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


 






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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
Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and continuance
of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan, the Directing Certificateholder
or the majority Controlling Class Certificateholder on its behalf shall select an Excluded Special Servicer, as successor to the
resigning Special Servicer, for the related Excluded Special Servicer Loan in accordance with this Agreement. After the occurrence
and during the continuance of a Control Termination Event or if the Directing Certificateholder or the majority Controlling Class
Certificateholder on its behalf fails to make the selection contemplated by the prior sentence within ten (10) Business Days or
if at any time the applicable Excluded Special Servicer Loan is also an Excluded Loan, the resigning Special Servicer shall use
reasonable efforts to select the related Excluded Special Servicer. The Special Servicer shall not have any liability with respect
to the actions or inactions of the applicable Excluded Special Servicer or with respect to the identity of the applicable Excluded
Special Servicer so long as the selected Excluded Special Servicer is a Qualified Replacement Special Servicer. It shall be a condition
to any such appointment that (i) the Rating Agencies confirm that the appointment would not result in a qualification, downgrade
or withdrawal of any of their then-current ratings of the Certificates and each NRSRO hired to provide ratings with respect to
any Serviced Companion Loan Securities makes the equivalent confirmation, (ii) the related Excluded Special Servicer is a
Qualified Replacement Special Servicer and (iii) the related Excluded Special Servicer delivers to the Depositor and the Certificate
Administrator and any applicable Other Depositor and Other Certificate Administrator, the information, if any, required under Item 6.02
of Form 8-K pursuant to the Exchange Act regarding itself in its role as Excluded Special Servicer.


 


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


 






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Directing
Certificateholder 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.


 


If a Servicing Officer
of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as applicable, has actual knowledge that
a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer Loan, as applicable,
the Master Servicer, the related Excluded Special Servicer or Special Servicer, as applicable, shall provide prompt written notice
thereof to each of the other parties to this Agreement.


 


Section 7.02          Trustee
to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer, as the case may be, either
resigns pursuant to subsection (a) of 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 Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its capacity as
Master Servicer or Special Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein
and shall be subject to, and have the benefit of, all of the rights, (subject to Section 3.11 and Section 6.04)
benefits, responsibilities, duties, liabilities and limitations on liability relating thereto and that arise thereafter placed
on or for the benefit of the Master Servicer or Special Servicer, as applicable, by the terms and provisions hereof; provided,
however, that any failure to perform such duties or responsibilities caused by the terminated party’s failure under
Section 7.01 to provide information or moneys required hereunder shall not be considered a default by such successor
hereunder. The appointment of a successor master servicer shall not affect any liability of the predecessor Master Servicer which
may have arisen prior to its termination as Master Servicer, and the appointment of a successor special servicer shall not affect
any liability of the predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee
in its capacity as successor to the Master Servicer or the Special Servicer, as the case may be, shall not be liable for any of
the representations and warranties of the Master Servicer or the Special Servicer, respectively, herein or in any related document
or agreement, for any acts or omissions of the predecessor Master Servicer or Special Servicer or for any losses incurred by the
predecessor Master Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee be required to purchase any
Mortgage Loan hereunder solely as a result of its obligations as successor master servicer or special servicer, as the case may
be. Subject to Section 3.11, as compensation therefor, the Trustee as successor master servicer shall be entitled
to the Servicing Fees and all fees relating to the Mortgage Loans, the Companion Loans which the Master Servicer would have been
entitled to if the Master Servicer had continued to act hereunder, including but not limited to any income or other benefit from
any Permitted Investment pursuant to Section 3.06, and subject to Section 3.11, and the Trustee as successor
to the Special Servicer


 






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shall
be entitled to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special Servicer had continued
to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer or the Special Servicer, as the case may be,
the Trustee shall be afforded the same standard of care and liability as the Master Servicer or the Special Servicer, as applicable,
hereunder notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions taken by it in
its role as successor master servicer or successor special servicer, as the case may be, and not with respect to its role as Trustee
hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to act as successor to the Master Servicer or
the Special Servicer, as applicable, or shall, if it is unable to so act, or if the Trustee is not approved as a servicer by each
Rating Agency, or if the Directing Certificateholder ((i) for so long as a Control Termination Event has not occurred and is not
continuing and (ii) other than with respect to any Excluded Loan) or the Holders of Certificates entitled to at least 25% of the
Voting Rights so request in writing to the Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint,
any established mortgage loan servicing institution or other entity which meets the criteria set forth in Section 6.05 and otherwise herein, as the successor to the Master Servicer or the Special Servicer, as applicable, hereunder in the assumption
of all or any part of the responsibilities, duties or liabilities of the Master Servicer or Special Servicer hereunder. No appointment
of a successor to the Master Servicer or the Special Servicer hereunder shall be effective until (i) the assumption in writing
by the successor to the Master Servicer or the Special Servicer of all its responsibilities, duties and liabilities hereunder
that arise thereafter, (ii) upon receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25), (iii) which appointment has been approved (prior to the occurrence and continuance of a Control Termination
Event) by the Directing Certificateholder, such approval not to be unreasonably withheld and (iv) the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed
with respect to any related Companion Loan. Pending appointment of a successor to the Master Servicer or the Special Servicer
hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as herein above
provided. In connection with such appointment and assumption of a successor to the Master Servicer or Special Servicer as described
herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as
it and such successor shall agree; provided, however, that no such compensation with respect to a successor master
servicer or successor special servicer, as the case may be, shall be in excess of that permitted the terminated Master Servicer
or Special Servicer, as the case may be, hereunder. The Trustee, the Master Servicer or the Special Servicer (whichever is not
the terminated party) and such 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


 






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be reimbursed by the Trust; provided that the terminated Master Servicer or Special Servicer
shall not thereby be relieved of its liability for such expenses. If and to the extent that the terminated Master Servicer or
Special Servicer has not reimbursed such costs and expenses, the party requesting such termination shall have an affirmative obligation
to take all reasonable actions to collect such expenses on behalf of the Trust. In the event of a termination without cause, such
costs and expenses shall be borne by the party requesting such termination, or as otherwise set forth herein; provided
that the Certificate Administrator and the Trustee shall not bear any such costs and expenses. For the avoidance of doubt, if
the Trustee is terminating the Master Servicer or Special Servicer in accordance with this Agreement at the direction of any party
or parties permitted to direct the Trustee to so terminate the Master Servicer or Special Servicer pursuant to this Agreement,
the Trustee shall not have any liability for such expenses pursuant to this paragraph.


 


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


 


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


 


Section 7.04          Waiver
of Servicer Termination Events. The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated
to each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer Termination Event
within twenty (20) days of the receipt of notice from the Certificate Administrator of the occurrence of such Servicer
Termination Event; provided, however, that (1) a Servicer Termination Event under clause (i) or (ii) of Section 7.01(a) may
be waived only by all of the Certificateholders of the affected Classes and (2) a Servicer Termination Event under
clause (iii) or (ix) of Section 7.01(a) relating to Exchange Act reporting may be waived only with the consent of
the Depositor, together with (in the case of each of clauses (1) and (2) of this sentence) the consent of each Serviced
Companion Noteholder, if any, that is affected by such Servicer Termination Event. Upon any such waiver of a Servicer
Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for 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


 






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Section 7.04,
Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights
with respect to the matters described above as they would if any other Person held such Certificates.


 


Section 7.05          Trustee
as Maker of Advances. In the event that the Master Servicer fails to fulfill its obligations hereunder to make any Advances
and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business Days following
such failure by the Master Servicer with respect to Servicing Advances resulting in a Servicer Termination Event under Section 7.01(a)(iii)
hereof to the extent a Responsible Officer of the Trustee has actual knowledge of such failure with respect to such Servicing
Advances and (y) by noon, New York City time, on the related Distribution Date with respect to P&I Advances pursuant
to the Certificate Administrator’s notice of failure pursuant to Section 4.03(a) unless such failure has been
cured. With respect to any such Advance made by the Trustee, the Trustee shall succeed to all of the Master Servicer’s rights
with respect to Advances hereunder, including, without limitation, the Master Servicer’s rights of reimbursement and interest
on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance is a Nonrecoverable P&I Advance
or Servicing Advance, as the case may be, (without regard to any impairment of any such rights of reimbursement caused by such
Master Servicer’s default in its obligations hereunder); provided, however, that if Advances made by the Trustee
and the Master Servicer shall at any time be outstanding, or any interest on any Advance shall be accrued and unpaid, all amounts
available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances outstanding to the
Trustee, until such Advances shall have been repaid in full, together with all interest accrued thereon, prior to reimbursement
of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any notice given with respect
to a Nonrecoverable Advance hereunder.


 


[End of Article VII]


 


Article VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01          Duties
of the Trustee and the Certificate Administrator. (a)  The Trustee and the Certificate Administrator, prior to
the occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which may
have occurred, undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If a
Servicer Termination Event occurs and is continuing, the Trustee shall exercise such of the rights and powers vested in it by
this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under
the circumstances 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


 






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whether
they conform to the requirements of this Agreement. If any such instrument is found not to conform to the requirements of this
Agreement in a material manner, the Trustee or the Certificate Administrator shall notify the party providing such instrument
and requesting the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for the accuracy
or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor,
the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator in
good faith, pursuant to this Agreement.


 


(c)          No provision of
this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however, that:


 


(i)           Prior
to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have
occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into
this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the Trustee
and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or
the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)          Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be proved
that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


 


(iii)         Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 25% of the
Percentage Interest of each affected Class, or of the aggregate Voting Rights of the Certificates, relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising
any 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.


 






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Section 8.02          Certain
Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


 


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


 


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


 


(iii)          Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in it
by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or defend
any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, reasonable security or indemnity satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, if it shall have reasonable grounds for believing that repayment of such funds or reasonable indemnity satisfactory
to it against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of a Servicer Termination Event which has not been cured, to exercise such of the rights
and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs;


 


(iv)          Neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(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


 






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incurred by it in the making of such investigation is, in the opinion of the
Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate Administrator
by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively, may
require reasonable indemnity satisfactory to it from such requesting Holders against such expense or liability as a condition to
taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)         The
Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys
shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further,
that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person
that is a Prohibited Party;


 


(vii)        For
all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be deemed to have actual knowledge
or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure or breach of
any Person upon the occurrence of which the Trustee or the Certificate Administrator may be required to act unless a Responsible
Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written notice of
any event, act, failure or breach, as applicable, which is in fact such a default is received by the Trustee or the Certificate
Administrator at the respective Corporate Trust Office, and such notice references the Certificates or this Agreement;


 


(viii)       Neither
the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer or the Special
Servicer (unless the Trustee is acting as Master Servicer or Special Servicer, as the case may be, in which case the Trustee shall
only be responsible for its own actions as Master Servicer or Special Servicer) or of the Depositor, the Operating Advisor or the
Asset Representations Reviewer;


 


(ix)          Neither
the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund unless
it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable,
negligence or willful misconduct was the primary cause of such insufficiency;


 


(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 will 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


 






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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, immunities, privileges and protections afforded to the Trustee hereunder in the same manner as if such party
were the named Trustee herein.


 


Section 8.03          Trustee
and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The recitals
contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator in Sections 
2.02 and 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent set forth on any
outstanding Certificate, shall be taken as the statements of the Depositor, the Master Servicer or the Special Servicer, as
the case may be, and the Trustee or the Certificate Administrator assume no responsibility for their correctness. Neither the
Trustee nor the Certificate Administrator makes any representations as to the validity or sufficiency of this Agreement
(other than as to this Agreement being a valid obligation of the Trustee and the Certificate Administrator) or of any
Certificate (other than as to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon) or of
any Mortgage Loan or related document. Neither the Trustee nor the Certificate Administrator shall be accountable for the use
or application by the Depositor of any of the Certificates issued to it or of the proceeds of such Certificates, or for the
use or application of any funds paid to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any
funds deposited in or withdrawn from the Collection Account or any other account by or on behalf of the Depositor, the Master
Servicer, the Special Servicer or in the case of the Trustee, the Certificate Administrator. The Trustee and the Certificate
Administrator shall not be responsible for and may rely upon the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer or the
Special Servicer and accepted by the Trustee or the Certificate Administrator, in good faith, pursuant to this Agreement.


 


Section 8.04          Trustee
or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in its individual
capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may deal with 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.


 






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Section 8.05          Fees
and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator.
(a)  As compensation for the performance of its duties hereunder, the Trustee shall be paid its portion of the
Certificate Administrator/Trustee Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the
Trustee. As compensation for the performance of its duties hereunder, the Certificate Administrator shall be paid its portion
of the Certificate Administrator/Trustee Fee, which shall cover recurring and otherwise reasonably anticipated expenses of
the Certificate Administrator. The Certificate Administrator shall pay the Trustee the Trustee’s portion of the
Certificate Administrator/Trustee Fee. The Certificate Administrator/Trustee Fee shall be paid monthly on a Mortgage
Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan (other than the portion of an REO Loan related to any
Companion Loan), the Certificate Administrator shall pay to the Trustee monthly the Trustee fee from the Certificate
Administrator/Trustee Fee, which Certificate Administrator/Trustee Fee shall accrue from time to time at the Certificate
Administrator/Trustee Fee Rate and the Certificate Administrator/Trustee Fee shall be computed on the basis of the Stated
Principal Balance of such Mortgage Loan, as applicable, and a 360-day year consisting of twelve 30-day months.
The Certificate Administrator/Trustee Fee (which shall not be limited to any provision of law in regard to the compensation
of a trustee of an express trust) shall constitute the Trustee’s and the Certificate Administrator’s sole form of
compensation for all services rendered by them in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties of the Trustee and Certificate Administrator hereunder, except for the
reimbursement of expenses specifically provided for herein. The Certificate Administrator/Trustee Fee shall not be payable
with respect to any Companion Loan.


 


(b)          The Trustee, the
Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity) and any director,
officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall be indemnified
and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or the Lower-Tier REMIC Distribution
Account, as applicable, from time to time) against any loss, liability or expense (including, without limitation, costs and expenses
of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement, and expenses incurred in
becoming successor master servicer or successor special servicer, to the extent not otherwise paid hereunder) arising out of, or
incurred in connection with, any act or omission of the Trustee or the Certificate Administrator, respectively, relating to the
exercise and performance of any of the powers, rights and duties of the Trustee or the Certificate Administrator, respectively
(including in any capacities in which they serve, such as paying agent, REMIC Administrator, Authenticating Agent, Custodian, Certificate
Registrar and 17g-5 Information Provider), hereunder; provided, however, that none of the Trustee or the Certificate
Administrator, nor any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b)
for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the Certificate
Administrator, respectively, in the normal course of the Trustee or the Certificate Administrator, respectively, performing its
duties in accordance 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


 






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Administrator’s,
respectively, obligations and duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise
from a breach of any representation or warranty of the Trustee specified in Section 8.12 or the Certificate Administrator
specified in Section 8.14, respectively, made herein. The provisions of this Section 8.05(b) shall survive
the termination of this Agreement and any resignation or removal of the Trustee or the Certificate Administrator, respectively,
and appointment of a successor thereto. The foregoing indemnity shall also apply to the Certificate Administrator in all of its
capacities hereunder, including Custodian, Certificate Registrar and Authenticating Agent.


 


(c)          The Certificate
Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against any claims, losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the
Depositor, any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a breach by the Certificate
Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is
required to make available information to a Privileged Person that is an NRSRO, of its obligations under this Agreement or (ii) negligence,
bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information Provider or
in any other capacity in which the Certificate Administrator is required to make available information to a Privileged Person that
is an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.


 


Section 8.06          Eligibility
Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder
shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national
banking association or a trust company, organized and doing business under the laws of any state or the United States of
America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this
Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by
federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special
Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the
Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal
Deposit Insurance Corporation, (iii) an institution whose long-term senior unsecured debt is rated at least “A2 by
Moody’s and, if rated by KBRA, at least equivalent to a Moody’s “A2” by KBRA and its
short-term debt obligations have a short-term rating of not less than “P-1” by Moody’s,
“F1” by Fitch and, if rated by KBRA, at least equivalent to a Moody’s “P-1” by KBRA or such
other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation; and (iv) an entity that is
not a Prohibited Party.


 


If such corporation,
national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital
and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate
Administrator administers the Trust REMICs or the Grantor Trust or in which the Trustee’s office is located is in a state
or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC


 






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(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 Certificate Administrator acceptable to the Master Servicer and, prior to the occurrence and continuance
of a Control Termination Event, the Directing Certificateholder by written instrument, in duplicate, which instrument shall
be delivered to the resigning Trustee or Certificate Administrator and to the successor trustee or certificate administrator.
A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer, the Certificateholders and the
Trustee or Certificate Administrator, as applicable, by the Depositor. The resigning Trustee or Certificate Administrator, as
the case may be, shall pay all costs and expenses associated with the transfer of its duties. If no successor trustee or
certificate administrator shall have been so appointed and have accepted appointment within thirty (30) days after the giving
of such notice of resignation, the resigning Trustee or Certificate Administrator may petition any court of competent
jurisdiction for the appointment of a successor trustee or certificate administrator, as applicable. The Trust shall pay all
costs and expenses associated with such petition.


 


(b)          If at any time
the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06
(and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request therefor
by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable of acting,
or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its property shall
be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property
or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator (if different
than the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely
perform its obligations hereunder or as a result of other circumstances beyond the Trustee’s or Certificate Administrator’s,
as applicable, reasonable control) to timely publish any report to be delivered, published or otherwise made available by the Certificate
Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period of five (5) days, or
if the Certificate Administrator fails to make distributions required pursuant to Section 4.01 or Section 9.01,
then the Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint a successor trustee or certificate
administrator acceptable to the Master Servicer, by written


 






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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 (to the extent that
the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without recourse, representation
or warranty, express or implied, to the order of the successor, as trustee for the registered Holders of CSAIL 2016-C6 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C6 or in blank, and (ii) in the case of the other
assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to the outgoing trustee), assign
such Mortgage Loan documents to such successor, and such successor shall review the documents delivered to it or to the Custodian
with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such
endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan was not endorsed
to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Note to the Depositor
or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor trustee to
ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express or implied) to the order of the
successor, as trustee for the registered Holders of CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2016-C6 or in blank; provided, however, that, notwithstanding anything to the contrary herein, to the extent
any such endorsement of such Mortgage Note requires the signature of the related Mortgage Loan Seller in order to comply with the
foregoing, then the Master Servicer shall use reasonable efforts to cause the related Mortgage Loan Seller to execute such endorsement;
(c) if any other assignable Mortgage Loan document was not assigned to the outgoing trustee, the Custodian shall, upon its
receipt of a Request for Release, deliver such Mortgage Loan document to the Depositor or the successor trustee, as requested,
and the Master Servicer and the Depositor shall cooperate with any successor trustee to ensure that such Mortgage Loan document
is assigned to such successor trustee; and (d) in any case, such successor trustee shall review the documents delivered to
it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to
this Agreement, such endorsements and assignments have been made or, in the event such endorsement or assignment cannot be made
for any reason, to note the same in such certification.


 


(f)          Neither the Asset
Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section 8.08          Successor
Trustee or Certificate Administrator. (a)  Any successor trustee or certificate administrator appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the
Special Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment
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


 






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Custodian,
at Custodian’s option shall become the agent of the successor trustee), and the Depositor, the Master Servicer, the Special
Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be
required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations,
and to enable the successor trustee to perform its obligations hereunder.


 


(b)          No successor trustee
or successor certificate administrator shall, as applicable, accept appointment as provided in this Section 8.08 unless
at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall be eligible
under the provisions of Section 8.06.


 


(c)          Upon acceptance
of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08, the
Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the Depositor
and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance of appointment
by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor certificate
administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 


Section 8.09          Merger
or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate
Administrator may be merged or converted or with which it may be consolidated or any Person resulting from any merger,
conversion or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding
to all or substantially all of the corporate trust business of the Trustee or the Certificate Administrator shall be the
successor of the Trustee or the Certificate Administrator, as applicable, hereunder; provided that, in the case of the
Trustee, such successor person shall be eligible under the provisions of Section 8.06, without the execution or
filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding. The Certificate Administrator shall post such notice to the Certificate Administrator’s Website in
accordance with Section 3.13(b) and shall provide notice of such event to the Master Servicer, the Special
Servicer, the Depositor and the 17g-5 Information Provider, which shall post such notice to the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c).


 


Section 8.10          Appointment
of Co-Trustee or Separate Trustee. (a)  Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the
same may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees,
jointly with the Trustee, or separate trustee or 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


 






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required
to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to Holders of Certificates
of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof. All co-trustee
fees shall be payable out of the Trust Fund.


 


(b)          In the case of
any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate
trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts
are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special Servicer hereunder), the
Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)          Any notice, request
or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this
Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of the
trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with
the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 


(d)          Any separate trustee
or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority, to the extent
not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies
and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor
trustee.


 


(e)           The appointment
of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.


 


Section 8.11          Appointment
of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion of the
Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall
have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which
it holds any Mortgage File. The Custodian shall be subject to the same 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


 






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hereunder
must maintain a fidelity bond and errors and omissions policy in an amount customary for Custodians which serve in such capacity
in commercial mortgage loan securitization transactions, or may self-insure.


 


Section 8.12          Representations
and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, each Serviced Companion Noteholder and the Certificate Administrator for the benefit
of the Certificateholders, as of the Closing Date, that:


 


(i)            The
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States
of America;


 


(ii)           The
execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by
the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument
to which it is a party or which is applicable to it or any of its assets;


 


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


 


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


 


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


 


(vi)          No
litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit the
Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially
and adversely affect the ability of the Trustee to perform its obligations under this Agreement; and


 


(vii)         No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and
performance by the Trustee, or


 






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compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated
by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior
to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially
adverse effect on the ability of the Trustee to perform its obligations hereunder.


 


Section 8.13          Provision
of Information to Certificate Administrator, Master Servicer and Special Servicer. The Master Servicer shall promptly,
upon request, provide the Special Servicer and the Certificate Administrator with notice of any change in the identity and/or
contact information of any Serviced Companion Noteholder (to the extent it receives written notice of such change). The
Certificate Administrator, Master Servicer and Special Servicer may each conclusively rely on the information provided to
them regarding identity and/or contact information regarding any Serviced Companion Noteholder, and the Certificate
Administrator, Master Servicer and Special Servicer, as applicable, shall have no liability for notices not sent to the
correct Serviced Companion Noteholders or any obligation to determine the identity and/or contact information of the Serviced
Companion Noteholders to the extent updated or correct information regarding the holders of any of the Serviced Companion
Noteholders or the most recent identity and/or contact information regarding any of the Serviced Companion Noteholders has
not been provided to the Certificate Administrator, Master Servicer or Special Servicer, as applicable.


 


Section 8.14          Representations
and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents and warrants to the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, each Serviced Companion Noteholder, and the
Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)            The
Certificate Administrator is a national banking association duly organized under the laws of the United States of America, duly
organized, validly existing and in good standing under the laws thereof;


 


(ii)           The
execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms of
this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws or
constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in
the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;


 


(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,


 






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moratorium and other laws affecting the enforcement
of creditors’ rights generally and the rights of creditors of national banking associations specifically and (b) general
principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


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


 


(vi)          No
litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator
which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator; and


 


(vii)         No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and
performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation
of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been
obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations under this Agreement,
and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator to perform
its obligations hereunder.


 


Section 8.15          Compliance
with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect from time to
time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering
(“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicer and the
Master Servicer is required to obtain, verify and record certain information relating to individuals and entities which
maintain a business relationship with the Trustee, the Certificate Administrator, the Special Servicer or the Master
Servicer, as applicable, arising out of the Trust 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.


 






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[End of Article VIII]


 


Article IX



TERMINATION


 


Section 9.01          Termination
upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02,
the Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other
than the obligations of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set
forth), the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, and the Trustee, shall terminate
upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator and
required hereunder to be so paid on the Distribution Date following the earlier to occur of (i) the final payment (or
related Advance) or other liquidation of the last Mortgage Loan and REO Property (as applicable) subject hereto,
(ii) the purchase or other liquidation by the Holders of the majority of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class R Certificates, in that order of priority, of all the Mortgage Loans and the
Trust’s portion of each REO Property remaining in the Trust Fund at a price equal to (a) the sum of (1) the
aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans) included in the Trust Fund, (2) the
Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust Fund (such Appraisals in clause (a)(2) to
be conducted by an Independent MAI-designated appraiser selected by the Master Servicer, and approved by more than 50% of the
Voting Rights of the Classes of Certificates then outstanding (other than the Controlling Class unless the Controlling Class
is the only Class of Certificates then outstanding)) (which approval shall be deemed given unless more than 50% of such
Certificateholders object within twenty (20) days of receipt of notice thereof), (3) the reasonable out-of-pocket
expenses of the Master Servicer with respect to such termination, unless the Master Servicer is the purchaser of such
Mortgage Loans and (4) if a Mortgaged Property secures a Non-Serviced Mortgage Loan and is an “REO property”
under the terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the
related Mortgaged Property, as determined by the related Non-Serviced Master Servicer in accordance with clauses (2) and (3)
above, minus (b) solely in the case where the Master Servicer is exercising such purchase right, the aggregate
amount of unreimbursed Advances, together with any interest accrued and payable to the Master Servicer in respect of such
Advances in accordance with Sections  3.03(d) and 4.03(d) and any unpaid Servicing Fees, remaining
outstanding and payable solely to the Master Servicer (which items shall be deemed to have been paid or reimbursed to the
Master Servicer in connection with such purchase) or (iii) if the Certificate Balances and Notional Amounts, as
applicable, of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class
B and Class C Certificates have been reduced to zero, the voluntary exchange by the Sole Certificateholder of all the
outstanding Certificates (other than the Class Z and Class R Certificates) for the remaining Mortgage Loans, and REO
Properties in the Trust Fund pursuant to the terms of the immediately succeeding paragraph; provided, however,
that in no event shall the trust created hereby continue beyond the expiration of twenty-one (21) years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St.
James’s, living on the date hereof.


 






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Following the date on
which the Certificate Balances and Notional Amounts, as applicable, of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates have been reduced to zero (and provided that
there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class Z
and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange
all of its Certificates (other than the Class Z and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund as contemplated by clause (iii) of the first paragraph of this Section 9.01 by giving
written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange. In the event
that the Sole Certificateholder elects to exchange all of its Certificates (other than the Class Z and Class R Certificates) for
all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust in accordance with the preceding
sentence, such Sole Certificateholder, not later than the Distribution Date on which the final distribution on the Certificates
is to occur, shall deposit in the Collection Account an amount in immediately available funds equal to all amounts due and owing
to the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator hereunder through the
date of the liquidation of the Trust that may be withdrawn from the Collection Account, or an escrow account acceptable to the
respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from the Distribution Account pursuant
to Section 3.05(a), but only to the extent that such amounts are not already on deposit in the Collection Account.
In addition, the Master Servicer shall transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution Account
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 and Class R Certificates)
on the applicable Distribution Date, the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release
or cause to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans
and shall execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be
necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust shall be liquidated
in accordance with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder shall be deemed
to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of the Principal
Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts
against amounts distributable in respect of such Certificates and Related Lower-Tier Regular Interests.


 


The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and
the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage
Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder
to or for the benefit of the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.


 






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The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of this Section 9.01 by giving written notice to the Trustee, the
Certificate Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders
of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which (A) the aggregate Stated Principal Balance of
the Mortgage Loans and any REO Mortgage Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the
Mortgage Loans as set forth in the Preliminary Statement. This purchase shall terminate the Trust and retire the then-outstanding
Certificates. In the event that the Master Servicer or the Special Servicer purchases, or the Holders of the majority of the Controlling
Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO
Property remaining in the Trust Fund in accordance with the preceding sentence, the Master Servicer, the Special Servicer, the
Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, shall deposit in the
Lower-Tier REMIC Distribution Account not later than the P&I Advance Date relating to the Distribution Date on which the final
distribution on the Certificates is to occur, an amount in immediately available funds equal to the above-described purchase price
(exclusive of any portion thereof payable to any Person other than the Certificateholders pursuant to Section 3.05(a),
which portion shall be deposited in the Collection Account). In addition, the Master Servicer shall transfer to the Lower-Tier
REMIC Distribution Account all amounts required to be transferred thereto on such P&I Advance Date from the Collection Account
pursuant to the first paragraph of Section 3.04(b), together with any other amounts on deposit in the Collection Account
that would otherwise be held for future distribution. Upon confirmation that such final deposits and payments have been made, the
Custodian shall release or cause to be released to the Master Servicer, the Special Servicer, the Holders of the majority of the
Controlling Class or the Holders of the Class R Certificates, as applicable, the Mortgage Files for the remaining Mortgage Loans
and shall execute all assignments, endorsements and other instruments furnished to it by the Master Servicer, the Special Servicer,
the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, as shall be necessary
to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund.


 


For purposes of this
Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier
REMIC and Lower-Tier REMIC, then the Special Servicer, then the Master Servicer, and then the Holders of the Class R 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


 






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Section 3.13(c)
(who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s Website in accordance
with the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01,
to the other parties hereto mailed (a) in the event such notice is given in connection with the purchase of all of the Mortgage
Loans and each REO Property remaining in the Trust Fund, not earlier than the 15th day and not later than the 25th day of the
month next preceding the month of the final distribution on the Certificates, or (b) otherwise during the month of such final
distribution on or before the P&I Advance Determination Date in such month, in each case specifying (i) the Distribution
Date upon which the Trust will terminate and final payment of the Certificates will be made, (ii) the amount of any such
final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being
made only upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such other location
therein designated.


 


After transferring the
Lower-Tier Distribution Amount and the amount of any Yield Maintenance Charges distributable to the Regular Certificates pursuant
to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, in each case pursuant to Section 3.04(b)
and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Certificate
Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such Certificateholder’s
Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution Account that are allocable
to payments on the Class of Regular Certificates so presented, (ii) to Holders of the Class Z Certificates so presented, any
amounts remaining on deposit in the Excess Interest Distribution Account, (iii) any remaining amounts of Yield Maintenance
Charges distributable to the Class X-D Certificates pursuant to Section 4.01(e), and (iv) and (v) any remaining
amount shall be distributed to the Class R Certificates in respect of the Class LR Interest or the Class UR Interest,
as applicable. Amounts transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account
as of the final Distribution Date, shall be distributed in termination and liquidation of the Lower-Tier Regular Interests and
the Class LR Interest in accordance with Sections 4.01(a), 4.01(c), 4.01(d), and 4.01(e).
Any funds not distributed on such Distribution Date shall be set aside and held uninvested in trust for the benefit of the Certificateholders
not presenting and surrendering their Certificates in the aforesaid manner and shall be disposed of in accordance with this Section 9.01
and Section 4.01(h).


 


Section 9.02          Additional
Termination Requirements. (a)  In the event the Master Servicer or the Special Servicer purchases, or the
Holders of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the
Trust’s portion of each REO Property remaining in the Trust Fund as provided in Section 9.01, the
Upper-Tier REMIC and Lower-Tier REMIC shall be terminated in accordance with the following additional requirements, which
meet the definition of a “qualified liquidation” in Section 860F(a)(4) of the Code:


 


(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;


 






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(ii)           during
the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the Certificate
Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer, the Special
Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for cash; and


 


(iii)          within
such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular Interests and
the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders
of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in respect of the
Class UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims), and the
Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.


 


[End of Article IX]


 


Article X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01          REMIC
Administration. (a)  The Certificate Administrator shall make elections or cause elections to be made to treat
each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such election
will be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of the
calendar year in which the Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the REMIC
election in respect of the Upper-Tier REMIC, each Class of the Regular Certificates shall be designated as the “regular
interests” and the Class UR Interest shall be designated as the sole class of “residual interests” in
the Upper-Tier REMIC. For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular
Interests shall be designated as a class of “regular interests” and the Class LR Interest shall be
designated as the sole class of “residual interests” in the Lower-Tier REMIC. None of the Special Servicer, the
Master Servicer or the Trustee shall permit the creation of any “interests” (within the meaning of
Section 860G of the Code) in any Trust REMIC other than the foregoing interests.


 


(b)          The Closing Date
is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC within the meaning
of Section 860G(a)(9) of the Code.


 


(c)           The Certificate
Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either such REMIC
and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit by any governmental
taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or accountants’
fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust and the Certificate
Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans and any REO Properties
on deposit in the Collection Account as provided by Section 3.05(a) unless such legal expenses and costs are incurred
by reason of the Certificate Administrator’s willful


 






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misconduct,
bad faith or negligence. By their acceptance thereof, the Holders of the largest Percentage Interest in the Class R Certificates
shall be designated as the “tax matters person”, in the manner provided under Treasury Regulations Section 1.860F-4(d)
and Treasury Regulations Section 301.6231(a)(7)-1, and the “partnership representative”, within the meaning of Section
6223 of the Code (to the extent such provision is applicable to the Trust REMICs) of each Trust REMIC. By their acceptance thereof,
the Holders of the largest Percentage Interest in the Class R Certificates hereby agree to irrevocably appoint the Certificate
Administrator as their agent to perform all of the duties of the “tax matters person” and “partnership representative”
for the Trust REMICs.


 


(d)          The Certificate
Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that it determines
are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee shall timely
sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the Certificate Administrator
without any right of reimbursement therefor.


 


(e)          The Certificate
Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information as is
necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such information
or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service on Form 8811,
within thirty (30) days after the Closing Date, the name, title, address and telephone number of the “tax matters person”
who will serve as the representative of each of the Trust REMICs created hereunder.


 


(f)           The Certificate
Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the Certificate Administrator’s
control and the scope of its duties more specifically set forth herein as shall be necessary to maintain the status of each Trust
REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate Administrator to the extent reasonably
requested by the Certificate Administrator to do so. Neither the Master Servicer nor the Special Servicer shall knowingly or intentionally
take any action, cause the Trust to take any action or fail to take (or fail to cause to be taken) any action reasonably within
its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken,
as the case may be, could (i) cause any Trust REMIC to fail to qualify as a REMIC or (ii) result in the imposition of
a tax upon any Trust REMIC or the Trust (including but not limited to the tax on “prohibited transactions” as defined
in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but
not including the tax on “net income from foreclosure property”) (either such event, an “Adverse REMIC Event”)
unless the Certificate Administrator 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


 






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hereunder,
endanger such status or, unless the Certificate Administrator determines in its sole discretion to indemnify the Trust against
such tax, result in the imposition of such a tax (not including a tax on “net income from foreclosure property”).
The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to which the Certificate Administrator
has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with
respect to such action. The Certificate Administrator may consult with counsel to make such written advice, and the cost of same
shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the expense
of the Certificate Administrator or the Trustee. At all times as may be required by the Code, the Certificate Administrator will
to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of
the assets of each Trust REMIC as “qualified mortgages” as defined in Section 860G(a)(3) of the Code and “permitted
investments” as defined in Section 860G(a)(5) of the Code.


 


(g)          In the event that
any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax,
is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders of the Certificates,
except as provided in the last sentence of this Section 10.01(g); provided that with respect to the estimated
amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of the Code or
any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO Account a reserve
for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate
Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in
order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from the Collection Account
sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by any
Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at the expense of the Trust
(other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and
withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Administrator is
hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any “prohibited
transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to any Trust REMIC after the
Startup Day that is subject to tax under Section 860G(d) of the Code and use such income or amount, to the extent necessary,
to pay such prohibited transactions tax. To the extent that any such tax (other than any such tax paid in respect of “net
income from foreclosure property”) is paid to the Internal Revenue Service or applicable state or local tax authorities,
the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of Class
R Certificates (as applicable) and shall distribute such retained amounts, (x) in the case of the Lower-Tier Regular Interests,
to the Upper-Tier REMIC to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders
of the Class R Certificates in respect of the Class LR Interest in the manner specified in Section 4.01(c) and
(y) in the case of the Upper-Tier REMIC, to the Holders of the Principal Balance Certificates in the manner specified in Section 4.01(a),
to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class R Certificates
in respect of the Class UR Interest. None of the Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer shall be responsible for any taxes imposed on any Trust REMIC except to the


 






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extent
such taxes arise as a consequence of a breach of their respective obligations under this Agreement which breach constitutes willful
misconduct, bad faith, or negligence by such party.


 


(h)          The Certificate
Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect to each
Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)           Following the
Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any Trust REMIC
unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse REMIC
Event to occur.


 


(j)           Neither the Certificate
Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will receive a fee or other
compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other than “qualified
mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5)
of the Code.


 


(k)          Solely for the
purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” by which the
Certificate Balance or Notional Amount of each Class of Regular Certificates representing a “regular interest” in the
Upper-Tier REMIC and by which the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests representing a “regular
interest” in the Lower-Tier REMIC would be reduced to zero is the date that is the Rated Final Distribution Date.


 


(l)           None of the Trustee,
the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell, dispose of or substitute
for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage Loan,
including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed in lieu of foreclosure,
(ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX of this Agreement
or (iv) a purchase of Mortgage Loans pursuant to Article II or Article III of this Agreement) or acquire
any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the Collection Account or the REO Account
for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect adversely
the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master Servicer or
the Special Servicer, as applicable, has determined in its sole discretion to indemnify the Trust against such tax, cause the Trust
or any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC Provisions.


 


(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


 






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present.
Each Holder of Class R Certificate agrees, by acquiring such Certificate, to any such elections.


 


Section 10.02          Use
of Agents. (a)  The Trustee shall execute all of its obligations and duties under this Article X
through its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this Article X
either directly or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations
under this Article X by virtue of the appointment of any such agents or attorneys.


 


(b)          The Certificate
Administrator may execute any of its obligations and duties under this Article X either directly or by or through agents
or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under this Article X
by virtue of the appointment of any such agents or attorneys.


 


Section 10.03          Depositor,
Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a)  The Depositor shall
provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a request
from the Certificate Administrator, all information, forms or data that the Certificate Administrator reasonably determines
to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the
price, yield, Prepayment Assumptions and projected cash flow of the Certificates.


 


(b)          The Master Servicer
and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable notice and during
normal business hours, access to such books and records maintained thereby, as may relate to the Certificates or the Trust and
as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties hereunder.


 


Section 10.04          Appointment
of REMIC Administrators. (a)  The Certificate Administrator may appoint at the Certificate
Administrator’s expense, one or more REMIC Administrators, which shall be authorized to act on behalf of the
Certificate Administrator in performing the functions set forth in Section 10.01 herein. The Certificate
Administrator shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument
in which REMIC Administrator shall agree to act in such capacity, with the obligations and responsibilities herein. The
appointment of a REMIC Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder,
and the Certificate Administrator shall remain responsible and liable for all acts and omissions of the REMIC Administrator.
Each REMIC Administrator must be acceptable to the Certificate Administrator and must be organized and doing business under
the laws of the United States of America or of any State and be subject to supervision or examination by federal or state
authorities. In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator, the
Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. If Wells Fargo Bank,
National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated
as REMIC Administrator.


 






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(b)          Any Person into
which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the corporate
agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing of any
paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)          Any REMIC Administrator
may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to the Trustee, the Certificate
Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator
may at any time terminate the agency of any REMIC Administrator by giving written notice of termination to such REMIC Administrator,
the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation or upon such a termination,
or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions of this Section 10.04,
the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate Administrator shall give
written notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail notice of such appointment
to all Certificateholders; provided, however, that no successor REMIC Administrator shall be appointed unless eligible
under the provisions of this Section 10.04. Any successor REMIC Administrator upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as
if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or liability for any action taken
by it as such at the direction of the Certificate Administrator.


 


[End of Article X]


 


Article XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 11.01          Intent
of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI of
this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and the related rules
and regulations of the Commission. The Depositor shall not exercise its rights to request delivery of information or other
performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the
Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of the Commission
thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over
time, due to interpretive guidance provided by the Commission or its staff, and agree to comply with requests made by the
Depositor in good faith for delivery of information under these provisions on the basis of such evolving interpretations of
Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”). In
connection with the CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C6,
each of the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian and the Certificate
Administrator shall cooperate fully with the Depositor and the Certificate Administrator, as applicable, to deliver or make
available to the


 






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Depositor
or the Certificate Administrator (including any of its assignees or designees), any and all statements, reports, certifications,
records and any other information (in its possession or reasonably attainable) necessary in the reasonable good faith determination
of the Depositor to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating
to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer
and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed
by the Depositor to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period
of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable
advance written request, provide information in sufficient time to allow the Depositor to satisfy any related filing requirements.
For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts
to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party
in connection with such obligation.


 


Section 11.02          Succession;
Subcontractors. (a)  As a condition to the succession to the Master Servicer and Special Servicer or to any
Sub-Servicer (but only if such Sub-Servicer is a Servicing Function Participant and a servicer as contemplated by
Item 1108(a)(2)) as servicer or sub-servicer under this Agreement by any Person (i) into which the Master Servicer
and Special Servicer or such Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a successor
to the Master Servicer and Special Servicer or to any such Sub-Servicer, the person removing and replacing the Master
Servicer and Special Servicer shall provide to the Depositor and the Certificate Administrator, at least fifteen (15)
calendar days prior to the effective date of such succession or appointment (or such shorter period as is agreed to by
the Depositor), (x) written notice to the Depositor of such succession or appointment and (y) in writing and in
form and substance reasonably satisfactory to the Depositor, all information relating to such successor reasonably requested
by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to the
Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act); provided, however
that if disclosing such information prior to such effective date would violate any applicable law or confidentiality
agreement, the Master Servicer, the Special Servicer or any Additional Servicer, as the case may be, shall submit such
disclosure to the Depositor no later than the first Business Day after the effective date of such succession or
appointment.


 


(b)          Each of the Master
Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor (subject to Section 3.26(t)) and the
Certificate Administrator (each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate
Administrator and each Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted
to utilize one or more Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing
Function Participant, such Servicer shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller a
written description (in form and substance satisfactory to the Depositor or such Mortgage Loan Seller, as applicable) of the role
and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor and (ii) the
elements of the Servicing Criteria that will be addressed in assessments of compliance provided by each such


 






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Subcontractor.
As a condition to the utilization by such Servicer of any Subcontractor determined to be a Servicing Function Participant, such
Servicer shall (i) with respect to any such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use commercially
reasonable efforts to cause, and (ii) with respect to any other subcontractor with which it has entered into a servicing
relationship, cause such Subcontractor used by such Servicer for the benefit of the Depositor and the Trustee to comply with the
provisions of Section 11.10 and Section 11.11 of this Agreement to the same extent as if such Subcontractor
were such Servicer. With respect to any Servicing Function Participant engaged by such Servicer that is an Initial Sub-Servicer,
such Servicer shall be responsible for using commercially reasonable efforts to obtain, and with respect to each other Servicing
Function Participant engaged by such Servicer, such Servicer shall obtain from each such Servicing Function Participant and deliver
to the applicable Persons any assessment of compliance report and related accountant’s attestation required to be delivered
by such Subcontractor under Section 11.10 and Section 11.11, in each case, as and when required to be
delivered. For the avoidance of doubt, the Custodian shall not be permitted to utilize any Subcontractor to perform any of its
obligations hereunder.


 


(c)          Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance of
any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a
“servicer” within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement,
the engagement of such Sub-Servicer shall not be effective unless and until notice is given to the Depositor and the Certificate
Administrator of any such Sub-Servicer and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing
Agreement shall be effective until fifteen (15) days after such written notice is received by the Depositor and the Certificate
Administrator (or such shorter period as is agreed to by the Depositor). Such notice shall contain all information reasonably necessary
to enable the Certificate Administrator to accurately and timely report the event under Item 6.02 of Form 8-K pursuant
to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(d)          In connection
with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged or consolidated,
or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to the Depositor, the
Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar days prior to the effective date of
such succession or appointment (or if such prior notice is violative of applicable law or any applicable confidentiality agreement,
no later than one (1) Business Day after such effective date of succession) and shall furnish to the Depositor and the Certificate
Administrator, in writing and in form and substance reasonably satisfactory to the Depositor and the Certificate Administrator,
all information reasonably 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).


 






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(e)          Notwithstanding
anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or any Mortgage Loan
that is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB, the Master
Servicer shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer to comply with
its obligations under such Initial Sub-Servicing Agreement.


 


(f)          Any information
furnished pursuant to this Section 11.02 shall also be provided to each Other Depositor and each Other Certificate
Administrator (to the extent the information relates to a party that services, specially services or is trustee for a Serviced
Companion Loan) in the same time frame as set forth in this Section 11.02.


 


Section 11.03          Filing
Obligations. (a)  The Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection with
the satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04, 11.05, 11.06 and 11.07
of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any Forms 8-K, 10-D and
10-K required by the Exchange Act, in order to permit the timely filing thereof, and the Certificate Administrator shall file
(via the Commission’s Electronic Data Gathering and Retrieval System (“EDGAR”)) such Forms
executed by the Depositor.


 


Each party hereto shall
be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”,
credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself
or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.


 


(b)          In the event that
the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D
or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered
to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will promptly notify the Depositor.
In the case of Forms 10-D and 10-K, the Depositor, the Master Servicer, the Certificate Administrator, the Operating Advisor
and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A or Form 10-K/A, as
applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will,
upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include
such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed
Form 8-K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor, and
such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary
Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D
or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation and filing
of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is contingent upon the
parties observing all applicable deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05,
11.06, 11.07, 11.08, 11.09, 11.10 and 11.11 of this Agreement. The Certificate Administrator
shall


 






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have
no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for
execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D or Form 10-K,
where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any
information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or
any amendments to Forms 8-K, Form 10-D or Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct.


 


Section 11.04          Form 10-D
Filings. (a)  Within fifteen (15) days after each Distribution Date (subject to permitted extensions under the
Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the
Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each
Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the
Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D
Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB
to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have
no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such
reporting, direction and approval.


 


For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar
days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto
shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant,
with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may
be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable; provided
that information relating to any REO Account to be reported under “Item 8: Other Information” on Exhibit BB
shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date
on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D
Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to
the reporting of REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the
Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D
Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to
cts.sec.notifications@wellsfargo.com (or such other e-mail address as the Certificate Administrator may instruct) or by facsimile
to 410-715-2380, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement
to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively
solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for
any 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.


 






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The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning
all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage
Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form ABS-15G
filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key”
for each such filer and (iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer
in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04,
the balances of the REO Account (to the extent the related information has been received from the Special Servicer within the time
period specified in Section 11.04 hereof) and the Collection Account as of the related Distribution Date and as of
the immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account
and the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution
Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase
Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph.


 


Form 10-D requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.”  The Depositor 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 the 5th calendar day after
the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be
“no.”  The Certificate Administrator shall be entitled to rely on such representations in preparing, executing
and/or filing any such report.


 


With respect to any Mortgage
Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable
Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the
related Collection Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such
Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage
Loan and such Additional Debt or mezzanine debt, as applicable.


 


(b)           After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D
to the Depositor for review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar day
after the related Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business Days
after receipt of such copy, but no later than the two (2) Business Days prior to the 15th calendar day after the Distribution Date,
the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or
approval of such Form 10-D and, a duly authorized officer of the Depositor shall sign the Form 10-D and return an electronic
or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate
Administrator. Alternatively, if the Certificate


 






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Administrator agrees in its sole discretion, the Depositor may deliver to the
Certificate Administrator manually signed copies of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K
under the Securities Act, and certified copies of a resolution of the Depositor’s board of directors authorizing such power
of attorney, each to be filed with each Form 10-D, in which case the Certificate Administrator shall sign such Forms 10-D
as attorney in fact for the Depositor. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs
to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b). Promptly after
filing with the Commission, the Certificate Administrator will make available on its Internet website a final executed copy of
each Form 10-D filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Credit Suisse
Commercial Mortgage Securities Corp., 11 Madison Avenue, New York, New York 10010 Attention: Chuck Lee, fax number: (212) 322-0965,
email: chuck.lee@credit-suisse.com, with copies to: Credit Suisse, Commercial Real Estate & CMBS, One Madison Ave, 9th Floor,
New York, New York 10010 Sarah Nelson, fax number: (212) 743-2823, email: sarah.nelson@credit-suisse.com. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.04(b) related
to the timely preparation and filing of Form 10-D is contingent upon such parties observing all applicable deadlines in the
performance of their duties under this Section 11.04(b). Neither the Trustee nor the Certificate Administrator shall
have any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange
for execution and/or timely file such Form 10-D, where such failure results from the Certificate Administrator’s inability
or failure to receive, on a timely basis, any information from any party to this Agreement needed to prepare, arrange for execution
or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.


 


Section 11.05         
Form 10-K Filings. (a)  Within ninety (90) days after the end of each fiscal year of the Trust (it
being understood that the fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be required
by the Exchange Act (the “10-K Filing Deadline”), commencing in March 2017, the Certificate Administrator shall
prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K
shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within
the applicable time frames set forth in this Agreement:


 


(i)            an annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Custodian and each Additional Servicer, as described under Section 11.09;


 


(ii)           (A)  the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other
Servicing Function Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Custodian or Trustee, as described under Section 11.10; and


 


 (B)          if
any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any material
instance of


 






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noncompliance,
disclosure identifying such instance of noncompliance, or if such report on assessment of compliance with servicing criteria described
under Section 11.10 is not included as an exhibit to such Form 10-K, disclosure that such report is not included
and an explanation why such report is not included;


 


(iii)          (A)     the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant
utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or
the Trustee, as described under Section 11.11; and


 


 (B)          if any registered public accounting firm attestation report described under Section 11.11 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm
attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation
why such report is not included; and


 


(iv)        
a certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate
as a result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except
as described below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any disclosure or information in addition
to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC to the Depositor and
the Certificate Administrator and approved by the Depositor and the Certificate Administrator will have no duty or liability for
any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval.
Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
(or such other e-mail address as the Certificate Administrator may instruct) or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.


 


As set forth on Exhibit CC
hereto, no later than March 1 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing
in March 2017, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate Administrator
and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual
knowledge, in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor
and such providing parties, the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the parties
listed on Exhibit CC hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure
Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance,
or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee
nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed
on Exhibit CC of their duties under this paragraph or


 






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proactively solicit or procure from such parties any Additional
Form 10-K Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee and
the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant
to this paragraph.


 


Form 10-K requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.”  The Depositor 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 Sarah Nelson, fax number: (212) 743-2823, email: sarah.nelson@credit-suisse.com.
The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.05
related to the timely preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional
Servicer or Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines
in the performance of their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator
shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file such Form 10-K, where such failure results from the Certificate Administrator’s
failure to receive, on a timely basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing Function
Participant engaged by any such parties) needed to prepare, arrange for execution or file such Form 10-K, not resulting from
its own negligence, bad faith or willful misconduct.


 






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(c)          
Upon written request from any Mortgage Loan Seller, the Master Servicer or the Special Servicer, the Certificate Administrator
shall confirm to such Mortgage Loan Seller, Master Servicer or Special Servicer whether it has received notice that any party to
this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller, the Master Servicer or the Special
Servicer, if known to the Certificate Administrator, the identity of the new party.


 


Section 11.06          Sarbanes-Oxley
Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached as Exhibit Y required
to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the Trust is subject to the reporting
requirements of the Exchange Act, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Custodian, the Asset Representations Reviewer (in the case of the Asset Representations Reviewer, solely with respect to
reporting periods in which the Asset Representations Reviewer is required to deliver an Asset Review Report Summary) and the
Operating Advisor shall provide, and (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer or the
Special Servicer, as applicable, that is a Servicing Function Participant use commercially reasonable efforts to cause such
Initial Sub-Servicer to provide, and (ii) with respect to each other Servicing Function Participant with which the
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has
entered into a servicing relationship with respect to the Mortgage Loans, shall cause such Servicing Function Participant to
provide, to the Person who signs the Sarbanes-Oxley Certification (the “Certifying Person”), on or before
March 1 of each year commencing in March 2017, a certification in the form attached hereto as Exhibits Z-1, Z-2, Z-3, Z-4, Z-5, Z-6
or Z-7 (each, a “Performance Certification”), as applicable, on which the Certifying Person, the
entity for which the Certifying Person acts as an officer (if the Certifying Person is an individual), and such
entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification
Parties”) can reasonably rely. In addition, in the event that any Companion Loan (other than a Non-Serviced
Companion Loan) is deposited into this trust and deposited into a commercial mortgage securitization (an “Other
Securitization”) and the Reporting Servicer is provided with timely and complete contact information for the
parties to the other securitizations, each Reporting Servicer, upon not less than thirty (30) days prior written request,
shall provide to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization a
certification in form and substance similar to applicable Performance Certification (which shall address the matters
contained in the applicable Performance Certification, but solely with respect to the related Companion Loan) on which
Person, the entity for which the Person acts as an officer (if the Person is an individual), and such entity’s
officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Companion Loan, the Certificate
Administrator will use its reasonable efforts to procure a Sarbanes-Oxley Certification from the applicable Non-Serviced
Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance
Certification. The senior officer in charge of securitization for the Depositor shall serve as the Certifying Person on
behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance certificate (which may be
included as part of such other certifications being delivered by such Reporting Servicer) to enable the Certification Parties
to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if applicable,
(ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.10
and (iii) accountant’s report provided pursuant to Section 11.11, and shall include a
certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the
registered public accountants of such Reporting Servicer to enable such


 






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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 and such providing parties. Notwithstanding
the foregoing, nothing in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the
accurateness or completeness of any information provided to such Reporting Servicer by third parties (including a Significant
Obligor, but other than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to
certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s
responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than
that all fields of information called for in written reports prepared by such Reporting Servicer have been completed except as
they have been left blank on their face.


 


Notwithstanding anything
to the contrary contained in this Section 11.06, with respect to each year in which the Trust is not subject to the
reporting requirements of the Exchange Act, none of the parties required to deliver any certification under this Section 11.06
shall be obligated to do so.


 


Section 11.07 
Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K
(each such event, a “Reportable Event”), and if requested by the Depositor and to the extent it receives the
Form 8-K Disclosure Information described below, the Certificate Administrator shall prepare and file on behalf of the Trust
any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in
connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise
required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to the following
paragraph be reported by the parties set forth on Exhibit DD to the Depositor and the Certificate Administrator and
approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine
or prepare any Form 8-K Disclosure Information or any Form 8-K, absent such reporting, direction and approval.


 


As set forth on Exhibit DD
hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business, New York
City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit DD
hereto shall be required to provide to the Depositor and the Certificate Administrator, to the extent a Regulation AB Servicing
Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format agreed
upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K Disclosure Information, if applicable,
(ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K Disclosure Information, an
Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve,
as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K.
Neither the Trustee nor the Certificate Administrator has any duty


 






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under this Agreement to monitor or enforce the performance by
the parties listed on Exhibit DD of their duties under this paragraph or proactively solicit or procure from such parties
any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee
and the Certificate Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant
to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.


 


After preparing the Form 8-K,
the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than
noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after having
received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no later than
the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate Administrator
in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No later than noon, New
York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor shall sign the Form 8-K
and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail)
to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be
amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b). Promptly after filing
with the Commission, the Certificate Administrator will, make available on its Internet website a final executed copy of each Form 8-K
filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Credit Suisse Commercial Mortgage
Securities Corp., 11 Madison Avenue, New York, New York 10010 Attention: Chuck Lee, fax number: (212) 322-0965, email: chuck.lee@credit-suisse.com,
with copies to: Credit Suisse, Commercial Real Estate & CMBS, One Madison Ave, 9th Floor, New York, New York 10010 Sarah Nelson,
fax number: (212) 743-2823, email: sarah.nelson@credit-suisse.com. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation and filing
of Form 8-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this
Section 11.07. Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense,
damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such
Form 8-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely
basis, any information from the parties to this Agreement needed to prepare, arrange for execution or file such Form 8-K,
not resulting from its own negligence, bad faith or willful misconduct.


 


The Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer and the Special
Servicer, as applicable, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged by such
Master Servicer or Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional Servicer to promptly
notify and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with
respect to the Mortgage Loans (other than a party to this Agreement) cause such Additional Servicer to promptly notify) the Depositor
and the Certificate Administrator, but in no event later than noon, New York City


 






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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 is not subject to the reporting
requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K Disclosure Information.


 


Section 11.08        Form 15 Filing. On or prior to January 30th of the first year in which the Depositor shall provide notice
to the Certificate Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator
shall prepare and file a notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange
Act (the “Form 15 Suspension Notification”) or any form necessary to be filed with the Commission to suspend
such reporting obligations. With respect to any reporting period occurring after the filing of such form, the obligations of the
parties to this Agreement under Section 11.04, Section 11.05 and Section 11.07 shall be suspended
and reports or certifications due under Section 11.09, 11.10 and 11.11 shall not be due until April 15th
of each year. The Certificate Administrator shall provide prompt notice to the Mortgage Loan Sellers and all other parties hereto
that such form has been filed. If, after the filing of a Form 15 Suspension Notification, the Depositor shall provide notice
to the Certificate Administrator that it is required to resume its Exchange Act filings, the Certificate Administrator shall recommence
preparing and filing reports on Forms 10-K, 10-D and 8-K as required pursuant to Section 11.04, Section 11.05
and Section 11.07, and all parties’ obligations under this Article XI shall recommence.


 


Section 11.09       
Annual Compliance Statements. The Master Servicer, the Special Servicer (regardless of whether the Special Servicer
has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided, however, that the Trustee
shall not be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing
Criteria applicable to it) and the Certificate Administrator (each, a “Certifying Servicer”) shall (and each
such party shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer,
cause (or in the case of a sub-servicer that is also a Servicing Function Participant that a Mortgage Loan Seller requires the
Master Servicer to retain, to use commercially reasonable efforts to cause) such Additional Servicer to deliver to and (ii) with
respect to each other Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage
Loans, cause such Additional Servicer to deliver to), on or before March 1st of each year, commencing in March 2017,
deliver to the Trustee, the Certificate Administrator (which copy shall be deemed furnished by the Certificate Administrator when
made available on its Internet website), the Depositor and the 17g-5 Information Provider (who shall post to the 17g-5 Information
Provider’s Website), an Officer’s Certificate, in the form attached hereto as Exhibit HH (or such other
form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that (A) a
review of such Certifying Servicer’s activities during a reporting period consisting of the preceding calendar year or portion
thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or
primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to
the best of such officer’s knowledge, based on such review, such


 






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Certifying Servicer has fulfilled all its obligations under
this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer,
in all material respects throughout such reporting period, or, if there has been a failure to fulfill any such obligation in any
material respect, specifying each such failure known to such officer and the nature and status thereof. Such Officer’s Certificate
shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator
and such providing parties. Each Certifying Servicer shall (i) with respect to each Additional Servicer engaged by such Certifying
Servicer that is an Initial Sub-Servicer, cause (or, in the case of a sub-servicer that a Mortgage Loan Seller requires the Master
Servicer to retain, to use commercially reasonable efforts to cause) such Additional Servicer, and (ii) with respect to each
other Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such
Additional Servicer to forward a copy of each such statement (or, in the case of the Certificate Administrator, make a copy of
each such statement available on its Internet website) to the Directing Certificateholder (prior to the occurrence of a Consultation
Termination Event) and the 17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, the Certificate Administrator
will use its reasonable efforts to procure such Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit HH.
Promptly after receipt of each such Officer’s Certificate, the Depositor may review each such Officer’s Certificate
and, if applicable, consult with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related
Additional Servicer with which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans
in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the
applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer
under this Section 11.09 apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during
the applicable period, whether or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required
to be delivered. None of the Master Servicer, Special Servicer or Additional Servicer shall be required to cause the delivery of
any such statement until April 15 in any given year so long as it has received written confirmation from the Depositor that
a report on Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year.


 


In the event the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of
this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with respect
to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any applicable
servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect to any
other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such
Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the
period of time that the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator was subject to this
Agreement or the period of time that such Additional Servicer was subject to such other servicing agreement.


 






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Section 11.10       
Annual Reports on Assessment of Compliance with Servicing Criteria. (a)  On or before March 1st
of each year, commencing in March 2017, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer
has commenced special servicing of the Mortgage Loans), the Trustee (provided, however, that the Trustee shall not
be required to deliver an assessment of compliance with respect to any period during which there was no relevant servicing criteria
applicable to it), the Custodian, the Operating Advisor, the Certificate Administrator and each additional servicer, each at its
own expense, shall furnish (and each such party shall (i)  with respect to each Initial Sub-Servicer engaged by such Master
Servicer, Special Servicer, Trustee, Operating Advisor, Custodian or Certificate Administrator that is a Servicing Function Participant,
use commercially reasonable efforts to cause such Servicing Function Participant to furnish and (ii) with respect to each
other Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans,
cause such Servicing Function Participant to furnish) to the Trustee, the Certificate Administrator, the Depositor (which copy
shall be deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with respect to the
Special Servicer, also to the Operating Advisor), and the 17g-5 Information Provider, a report substantially in the form of Exhibit II
or such other form provided by such Reporting Servicer that complies in all material respects with the requirements of Item 1122
of Regulation AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement
by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement
that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such
Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end
of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there
has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the
nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on
such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. With respect
to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to
the form attached hereto as Exhibit II. Such report shall be provided in EDGAR-Compatible Format, or in such other
format agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.


 


Each such report shall
be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing
Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on
the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable,
consult with each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria
applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the
Certificate Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each
party as set forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or any Servicing Function Participant shall be required
to cause the delivery of any such assessments until April 15th in any given year so long


 






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as it has received written confirmation
from the Depositor that a report on Form 10-K is not required to be filed in respect of the Trust for the preceding calendar
year.


 


Notwithstanding the foregoing,
at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may
provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined
Relevant Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)          
The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such
party and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 


(c)          
No later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special
Servicer shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional
Servicer engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial
Sub-Servicer, and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage
Loan Seller as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG,
and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the
report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
will also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing
Function Participant engaged by it.


 


In the event the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated
or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function
Participant engaged by it to provide (and each of the Master Servicer and the Special Servicer shall (i) with respect to an
Initial Sub-Servicer engaged by such Master Servicer or Special Servicer that is an Additional Servicer that resigns or is terminated
under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii) with respect
to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such Additional
Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation
as required in Section 11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the
Trustee, the Operating Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period of time
that the Additional Servicer was subject to such other servicing agreement.


 


(d)         
The Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination
Event or Consultation Termination


 






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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.


 


Section 11.11       
Annual Independent Public Accountants’ Attestation Report. On or before March 1st of each
year, commencing in March 2017, the Master Servicer, the Special Servicer, the Trustee (provided, however, that
the Trustee shall not be required to deliver an assessment of compliance with respect to any period during which there was no
Relevant Servicing Criteria applicable to it), the Custodian, the Operating Advisor and the Certificate Administrator, each at
its own expense, shall cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such Master
Servicer, Special Servicer, Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function Participant use
commercially reasonable efforts to cause such Servicing Function Participant to cause and (ii) with respect to each other
Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause
such Servicing Function Participant to cause) a registered public accounting firm (which may also render other services to the
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor or the
applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute of Certified Public
Accountants to furnish a report to the Trustee, the Certificate Administrator (who will promptly post such report on the Certificate
Administrator’s Website pursuant to Section 3.13(b)) and the Depositor, the 17g-5 Information Provider and,
prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, and, promptly, but not earlier than
the second Business Day following the delivery of such report to the 17g-5 Information Provider, to the Rating Agencies, to the
effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer,
which includes an assertion that such Reporting Servicer has complied with the Relevant Servicing Criteria applicable to it and
(ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued
or adopted by the PCAOB, it is issuing an opinion as to whether such Reporting Servicer’s assessment of compliance with
the Relevant Servicing Criteria applicable to it was fairly stated in all material respects. In the event that an overall opinion
cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion.
Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of
Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain
restricted use language. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable
efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee. Copies of such statement will be provided by the Certificate Administrator in accordance with Section 3.13(b).
Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate
Administrator and the providing parties.


 


Promptly after receipt
of such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult with
the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator as
to the nature of any defaults by the Master Servicer, the 


 






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Special Servicer, the
Trustee, the Operating Advisor, the Custodian, the Certificate Administrator or any Servicing Function Participant with which
it has entered into a servicing relationship with respect to the Mortgage Loans, as the case may be, in the fulfillment of
any of the Master Servicer’s, the Special Servicer’s, the Trustee’s, the Certificate Administrator’s,
the Operating Advisor’s, the Custodian’s or the applicable Servicing Function Participants’ obligations
hereunder or under the applicable sub servicing or primary servicing agreement, and (ii) the Certificate Administrator
shall confirm that each accountants’ attestation report submitted pursuant to this Section 11.11 relates to an
assessment of compliance meeting the requirements of Section 11.10 and notify the Depositor of any exceptions.
None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the
Custodian nor any Additional Servicer shall be required to deliver, or shall be required to cause the delivery of such
reports until April 15th in any given year so long as it has received written confirmation from the Depositor that a
Form 10-K is not required to be filed with respect to the Trust for the preceding fiscal year.


 


Section 11.12         
Significant Obligors.


 


It is hereby acknowledged
that each of the GLP Industrial Portfolio B Mortgaged Properties and the 200 Forest Street Mortgaged Property is a Significant
Obligor with respect to the Trust, and, accordingly, Item 6 of Form 10-D and Item 1112(b)(1) of Form 10-K provide for the inclusion
of updated net operating income for such Mortgaged Property, as required by Item 1112(b)(1) of Regulation AB, on (i) each Form
10-D to be filed with respect to the Trust (on a quarterly basis) on or before the related Significant Obligor NOI Quarterly Filing
Deadline or (ii) on each Form 10-K filed with respect to the Trust, as applicable. The parties hereto acknowledge that the respective
dates on which financial statements are required to be delivered to the related lender under the related Mortgage Loan documents
are (i) with respect to the GLP Industrial Portfolio B Mortgaged Properties, 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 5.13 and 5.12, respectively, of the related Loan Agreement, and (ii) with respect to the 200 Forest Street
Mortgaged Property, thirty (30) days following the end of each fiscal quarter of the related Mortgagor or seventy-five (75) days
following the end of each fiscal year of the related Mortgagor, as applicable, as set forth in Section 9.1(f) 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 June 30, 2016, or the updated financial
statements of such Significant Obligor for any calendar year, beginning for the calendar year ending December 31, 2016, as applicable,
the Master Servicer shall deliver to the Certificate Administrator, on or prior to the day that occurs two (2) Business Days prior
to the related Significant Obligor NOI Quarterly Filing Deadline or four (4) 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 fourteen (14) 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


 






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such Significant Obligor for the applicable period as calculated by the Master Servicer in accordance with
CREFC® guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Days prior to the related
Significant Obligor NOI Quarterly Filing Deadline or less than fourteen (14) 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 by the date on which such financial information is required to
be delivered under the related Loan Documents, the Master Servicer (i) 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 Mortgagor under the related Loan Documents, (ii) 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 related Mortgagor to obtain the required financial information, and (iii) if unsuccessful, shall, no later than
five (5) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or the related Significant Obligor
NOI Yearly Filing Deadline, as applicable, forward an Officer’s Certificate evidencing its attempts to obtain this information
to the Certificate Administrator and the Depositor.


 


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


 


Section 11.13 
      Indemnification. Each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Custodian, the Asset Representations Reviewer and the Operating Advisor shall indemnify and hold harmless each Certification Party
from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and


 






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expenses and related costs, judgments
and other costs and expenses incurred by such Certification Party arising out of (i) an actual breach by the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Custodian, the Asset Representations Reviewer or the Certificate
Administrator, as the case may be, of its obligations under this Article XI, (ii) negligence, bad faith or willful
misconduct on the part of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian, the Asset
Representations Reviewer or the Certificate Administrator in the performance of such obligations, or (iii) delivery of any Deficient
Exchange Act Deliverable.


 


The Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial
Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate Administrator that is a Servicing Function
Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each
other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship
with respect to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless each Certification Party from
and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments
and any other costs, fees and expenses incurred by such Certification Party arising out of (a) a breach of its obligations
to provide any of the annual compliance statements or annual assessment of compliance with the servicing criteria or attestation
reports pursuant to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith or willful misconduct
on its part in the performance of such obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b))
to identify a Servicing Function Participant pursuant to Section 11.02(c), or (d) delivery of any Deficient Exchange
Act Deliverable.


 


In addition, each of
the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator, the Asset Representations
Reviewer and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it
to cooperate under the applicable Sub-Servicing Agreement) with the Depositor as necessary for the Depositor to conduct any reasonable
due diligence necessary to evaluate and assess any material instances of non-compliance disclosed in any of the deliverables required
by the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations
promulgated thereunder (“Reporting Requirements”).


 


In connection with comments
provided to the Depositor from the Commission or its staff regarding information (x) delivered by the Master Servicer, the Special
Servicer, the Operating Advisor, the Custodian, the Certificate Administrator, the Trustee, a Servicing Function Participant, the
Asset Representations Reviewer or an Additional Servicer, as applicable (“Affected Reporting Party”), (y) regarding
such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered public accounting firm, attorney
or other agent retained by such Affected Reporting Party to prepare such information, which information is contained in a report
filed by the Depositor under the Reporting Requirements and which comments are received subsequent to the Depositor’s filing of
such report, the Depositor shall promptly provide to such Affected Reporting Party any such comments which relate to such Affected
Reporting Party. Such Affected Reporting Party shall be responsible for timely


 






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preparing a written response to the Commission or
its staff for inclusion in the Depositor’s response to the Commission or its staff, unless such Affected Reporting Party
elects, with the consent of the Depositor (which consent shall not be unreasonably denied, withheld or delayed), to directly communicate
with the Commission or its staff and negotiate a response and/or resolution with the Commission or its staff; provided,
however, that if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained by the
Master Servicer, the Master Servicer shall receive copies of all material communications pursuant to this Section 11.13.
If such election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or
resolution with the Commission or its staff in a timely manner; provided that (i) such Affected Reporting Party shall use
reasonable efforts to keep the Depositor informed of its progress with the Commission or its staff and copy the Depositor on all
correspondence with the Commission or its staff and provide the Depositor with the opportunity to participate (at the Depositor’s
expense) in any telephone conferences and meetings with the Commission or its staff and (ii) the Depositor shall cooperate with
any Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond to and negotiate
directly with the Commission or its staff with respect to any comments from the Commission or its staff relating to such Affected
Reporting Party and to notify the Commission or its staff of such authorization. The Depositor and the Affected Reporting Party
shall cooperate and coordinate with one another with respect to any requests made to the Commission or its staff for extension
of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor
(including reasonable legal fees and expenses of outside counsel to the Depositor) in connection with the foregoing (other than
those costs and expenses required to be at the Depositor’s expense as set forth above) and any amendments to any reports
filed with the Commission or its staff related thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt
of an itemized invoice from the Depositor. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian,
the Certificate Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer engaged by it that is a Servicing
Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect
to each other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing
relationship with respect to the Mortgage Loans, cause such party to, comply with the foregoing by inclusion of similar provisions
in the related sub-servicing or similar agreement.


 


If the indemnification
provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing Party”)
shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities
of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the
one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant
to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach of its obligations under the
applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual servicing
criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith or willful misconduct
in connection therewith. The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
shall (i) with respect to any Initial Sub-Servicer engaged by the Master Servicer,


 






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Special Servicer, Trustee or Certificate
Administrator that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such
party to, and (ii) with respect to each other Additional Servicer or Servicing Function Participant, in each case, with which
it has entered into a servicing relationship with respect to the Mortgage Loans cause such party, in each case, to agree to the
foregoing indemnification and contribution obligations. This Section 11.13 shall survive the termination of this Agreement
or the earlier resignation or removal of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian
or the Certificate Administrator.


 


Section 11.14         
Amendments. This Article XI may be amended with the written consent of the parties hereto pursuant to
Section 13.01 for purposes of complying with Regulation AB and/or to conform to standards developed within the
commercial mortgage-backed securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates,
Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation
of the rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25), or the consent of any Certificateholder,
notwithstanding anything to the contrary contained in this Agreement; provided that the reports and certificates required
to be prepared pursuant to Sections 3.13, 11.09, 11.10 and 11.11 shall not be eliminated without
Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, without
a confirmation of the rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


Section 11.15       
Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian or
the Trustee, as the case may be, to the Depositor pursuant to this Article XI may be delivered via fax, notwithstanding
the provisions of Section 13.05, to Credit Suisse Commercial Mortgage Securities Corp., 11 Madison Avenue, New York,
New York 10010 Attention: Chuck Lee, fax number: (212) 322-0965, email: chuck.lee@credit-suisse.com, with copies to: Credit Suisse,
Commercial Real Estate & CMBS, One Madison Ave, 9th Floor, New York, New York 10010 Sarah Nelson, fax number: (212) 743-2823,
email: sarah.nelson@credit-suisse.com.


 


Section 11.16        Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each of the Trustee,
the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer
shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced Pari Passu Companion
Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage Loan Seller pursuant
to the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted transferee) selling
any Serviced Pari Passu Companion Loan into a securitization that is required to comply with Regulation AB (a “Regulation
AB Companion


 






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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 Special Servicer in connection with the Regulation AB Companion Loan Securitization
shall be substantially similar to the related indemnification agreement executed in connection with this Agreement. It shall be
a condition precedent to any party’s obligations otherwise set forth above that the applicable Mortgage Loan Seller (or
permitted transferee) shall have (a) provided reasonable advance notice (and, in any event, not less than 10 Business Days)
of the exercise of its rights hereunder and (b) paid, or entered into reasonable agreement to cause to be paid, the reasonable
out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by such party in reviewing and/or causing
the delivery of any disclosure, opinion of counsel or indemnification agreement.


 


(b)          
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such parties (which request or notice may be given once
at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), cooperate with the
depositor,


 






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trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion Loan Securitization
in preparing each Form 10-D and Form 10-K required to be filed by such Regulation AB Companion Loan Securitization (until January
30 of the first year in which the trustee or other applicable party for such Regulation AB Companion Loan Securitization files
a Form 15 Suspension Notification with respect to the related trust) and shall provide to such depositor, trustee, certificate
administrator or master servicer within the time period set forth in the Other Pooling and Servicing Agreement (so long as such
time period is no earlier than the time periods set forth herein) for such Regulation AB Companion Loan Securitization such information
relating to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator
and master servicer of the Regulation AB Companion Loan Securitization to comply with the reporting requirements of Regulation
AB and the Exchange Act; provided, however, that any parties to any Regulation AB Companion Loan Securitization shall
consult with the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer (and Master Servicer shall
consult with any sub-servicer appointed with respect to the related Serviced Whole Loan), and the Trustee, the Certificate Administrator,
such Master Servicer and the Special Servicer shall cooperate with such parties in respect of establishing the time periods for
preparation of the Form 10-D reports in the documentation for such Regulation AB Companion Loan Securitization. Notwithstanding
the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case
may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party in Article
XI of this Agreement (other than this Section 11.16) with respect to the comparable timing, reporting and attestation
requirements contemplated in this Section 11.16(b) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.16(b).


 


(c)          
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator (which request
or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is
required), provide the trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or certificate administrator, as applicable, for such Regulation AB Companion
Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) information with respect to any
event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan within two Business
Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the extent the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with
the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than this Section 11.16)
with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.16(c)
with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions
of this Section 11.16(c).


 






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(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 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).


 






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(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 Pari Passu Companion Loan that the Other Depositor has notified
the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with
respect to an Other Securitization that includes such Serviced Pari Passu Companion Loan, the Master Servicer shall, after receipt
of updated net operating income information, (x) upon request, deliver or make available the financial statements of such “significant
obligor” to the Other Servicer of such Other Securitization and (y) update the columns of the CREFC® Loan
Periodic Update File related to such “significant obligor” and forward such updates to the Other Servicer.


 


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 five (5) 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


 






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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.


 


Section 11.17       
[Reserved]


 


Section 11.18        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 (ix) 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 (ix) 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 (ix); 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 (ix) of the definition
thereof prior to the expiration of the grace period applicable to such party’s obligations under this Article XI
as provided for in such clause (ix) 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 is not required to file Exchange Act reports.


 


[End of Article XI]


 


Article XII



the asset representations reviewer


 


Section 12.01 
      Asset Review.


 


(a)          
On or prior to each Distribution Date, based on either the CREFC® Delinquent Mortgage Loan Status Report
or the CREFC® Loan Periodic Update File, the Certificate Administrator shall determine if an Asset Review Trigger
has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator shall promptly provide written
notice to the Asset Representations Reviewer and to all Certificateholders and each other party to this Agreement. Any notice required
to be delivered to the Certificateholders pursuant to this Section 12.01 shall be delivered by the Certificate Administrator
by posting such notice on the Certificate Administrator’s Website, by mailing to their addresses appearing in the Certificate
Register and by delivering such notice via the Depository. The Certificate Administrator shall include in the Form 10-D relating
to the distribution period in which the Asset Review Trigger occurred a description of the events that caused the Asset Review
Trigger


 






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to occur. On each Distribution Date after providing such notice to Certificateholders, the Certificate Administrator, based
on information provided to it by the Master Servicer, shall determine whether (1) any additional Mortgage Loan has become
a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) an Asset Review Trigger has ceased
to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2) and/or (3), deliver
written notice of such information (which may be via email) in the form of Exhibit SS within two (2) Business Days to the
Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.


 


If Certificateholders
evidencing not less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator, within 90 days after
the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence
an Asset Review (such written direction, the “Asset Review Vote Election”), then the Certificate Administrator
shall promptly provide written notice thereof to the Asset Representations Reviewer and to all Certificateholders and conduct a
solicitation of votes to authorize an Asset Review. Upon the affirmative vote to authorize an Asset Review of Holders of Certificates
evidencing at least a majority of an Asset Review Quorum within 150 days of receipt of the Asset Review Vote Election (an “Affirmative
Asset Review Vote”), the Certificate Administrator shall promptly provide written notice thereof to all parties to this
Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder and the Certificateholders (the “Asset
Review Notice”). Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request access to the
Secure Data Room by providing to the Certificate Administrator the form attached hereto as Exhibit RR. Upon receipt of such
certification, the Certificate Administrator shall promptly (and in any case within two (2) Business Days after such receipt) grant
the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred
within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or
cast a vote for an Asset Review and the Asset Representations Reviewer will not be required to review any Delinquent Loan unless
and until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) an
additional Asset Review Trigger has occurred as a result or otherwise is in effect, (C) the Certificate Administrator has
timely received an Asset Review Vote Election after the occurrence of the events described in clauses (A) and (B) in this sentence
and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause
(C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder
may make any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket
expenses incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the
Trust from the Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection with the
foregoing through an agent.


 


(b)          
(i) If an Affirmative Asset Review Vote has occurred, the Certificate Administrator shall promptly provide written notice
thereof to all parties to this Agreement, the Underwriters, Sponsors, the Directing Certificateholder and all Certificateholders.
Upon receipt of an Asset Review Notice, the Custodian (with respect to clauses (1)-(5) for non-Specially Serviced Loans), the Master
Servicer (with respect to clauses (6) and (7) for non-Specially


 






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Serviced Loans) and the Special Servicer (with respect to Specially
Serviced Loans), in each case to the extent in such party’s possession, shall promptly, but in no event later than ten (10)
Business Days (except with respect to clause (7)) after receipt of such notice from the Certificate Administrator, provide the
following materials to the Asset Representations Reviewer (collectively, with the Diligence Files, a copy of the Prospectus, a
copy of each related Mortgage Loan Purchase Agreement and a copy of this Agreement posted to the Secure Data Room by the Certificate
Administrator pursuant to Section 4.08 or to the Certificate Administrator’s Website pursuant to Section 3.13(b),
as applicable, the “Review Materials”):


 


(1)          
a copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent
Loan that is subject to an Asset Review;


 


(2)          
a copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in
favor of the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)          
a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review,
if not already covered pursuant to items (1) or (2) above;


 


(4)          
a copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements related to
each Delinquent Loan that is subject to an Asset Review;


 


(5)          
a copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction
related to each Delinquent Loan that is subject to an Asset Review;


 


(6)          
copies of all Asset Status Reports and Final Asset Status Reports related to each Delinquent Loan to the extent previously
prepared by the Special Servicer; and


 


(7)          
any other related documents or agreements that are reasonably requested by the Asset Representations Reviewer to be delivered
by the Master Servicer or the Special Servicer, as applicable, in the time frames 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


 






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possession. In the event any missing documents
or agreements are not provided by the Master Servicer or Special Servicer, as applicable, within such ten (10) Business Day period,
the Asset Representations Reviewer shall contact the related Mortgage Loan Seller to request such documents or agreements from
the Mortgage Loan Seller. The Mortgage Loan Seller will be required to deliver such additional documents and agreements only to
the extent in the possession of such Mortgage Loan Seller.


 


(iii)         
The Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to
it by a Person that is not a party to this Agreement or the related Mortgage Loan Seller, and shall do so only if such information
can be independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined
by the Asset Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review (any such information,
“Unsolicited Information”) conducted pursuant to this Section 12.01 hereof.


 


(iv)         
Upon receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Review Materials with respect
to a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a review of the compliance
of each Delinquent Loan with the representations and warranties related to that Delinquent Loan (such review, the “Asset
Review”). The Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty
made by the related Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the Asset Review Standard and
the procedures set forth on Exhibit QQ (each such procedure, a “Test”). Once an Asset Review of a Mortgage
Loan is completed, no further Asset Review shall be required in respect of, or performed on, such Mortgage Loan notwithstanding
that such Mortgage Loan may continue to be a Delinquent Loan or again become a Delinquent Loan at a time when a new Asset Review
Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent to the occurrence of such new Asset Review Trigger.


 


(v)          
No Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer
shall not be required to review any information other than (x) the Review Materials and (y) if applicable, Unsolicited Information.


 


(vi)        
The Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without
independent investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii)
conclusively rely on such Review Materials.


 


(vii)        
In the event that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete
a Test and such missing information and documentation is not delivered to the Asset Representations Reviewer by the Master Servicer
(with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) or by the related
Mortgage Loan Seller upon request by the Special Servicer to the related Mortgage Loan Seller, the Asset Representations Reviewer
shall list such missing information and documents in a preliminary report setting forth the preliminary results of the application
of the Tests and the reasons why such missing information and documents are necessary to complete a Test and (if the Asset Representations
Reviewer has so concluded) that


 






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


 


(viii)       
The Asset Representations Reviewer shall, within the later of (x) 60 days after the date on which access to the Diligence
Files in the Secure Data Room is made available to the Asset Representations Reviewer by the Certificate Administrator or (y)
10 days after the expiration of the Cure/Contest Period, complete an Asset Review with respect to each Delinquent Loan and deliver
(i) a report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined
there is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this Agreement and the related Mortgage Loan Seller for each Delinquent Loan, and (ii) a summary of the Asset
Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset Review Report Summary”)
to the Trustee and Certificate Administrator. The period of time by which the Asset Review Report must be completed and delivered
may be extended by up to an additional thirty (30) days, upon written notice to the parties to this Agreement and the related
Mortgage Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset Review Standard that such additional
time is required due to the characteristics of the Mortgage Loans and/or the Mortgaged Property or Mortgaged Properties. In no
event may the Asset Representations Reviewer determine whether any Test failure constitutes a Material Defect, or whether the
Trust should enforce any rights it may have against the related Mortgage Loan Seller, which, in each such case, will be the responsibility
of the Master Servicer or the Special Servicer, as applicable.


 


(ix)          
In addition, in the event that the Asset Representations Reviewer does not receive any information or documentation that
it requested from the Master Servicer (with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to
Specially Serviced Loans) or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to
complete its Asset Review and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review
Report solely based on the information received by the Asset Representations Reviewer with respect to the related Delinquent Loan,
and the Asset Representations Reviewer shall have no responsibility to independently obtain any such information from any party
to this Agreement.


 


(x)          
Within forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Special Servicer
shall determine, based on the Servicing


 






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Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If
the Special Servicer determines that a Material Defect exists, the Special Servicer shall enforce the obligations of the related
Mortgage Loan Seller with respect to such Material Defect in accordance with Section 2.03(b).


 


(c)          
The Asset Representations Reviewer and its Affiliates shall keep all information appropriately labeled as “Privileged
Information” confidential and shall not disclose such Privileged Information to any Person (including Certificateholders),
other than (1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties
to this Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information
Exception. Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice
stating that such information is Privileged Information shall not disclose such Privileged Information to any Person without the
prior written consent of the applicable Special Servicer other than pursuant to a Privileged Information Exception.


 


(d)          
The Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements
or arrangements with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided
that no agent or subcontractor may (1) be affiliated with a Sponsor, Master Servicer, Special Servicer, the Depositor, the Certificate
Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have been paid any fees,
compensation or other remuneration by an Underwriter, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection with due diligence or other services
with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Asset Representations
Reviewer shall remain obligated and primarily liable for any Asset Review required hereunder in accordance with the provisions
of this Agreement without diminution of such obligation or liability or related obligation or liability by virtue of such delegation
or arrangements or by virtue of indemnification from any Person acting as its agents or subcontractor to the same extent and under
the same terms and conditions as if the Asset Representations Reviewer alone were performing its obligations under this Agreement.
The Asset Representations Reviewer shall be entitled to enter into an agreement with any agent or subcontractor providing for indemnification
of the Asset Representations Reviewer by such agent or subcontractor, and nothing contained in this Agreement shall be deemed to
limit or modify such indemnification.


 


(e)          
The Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale
or transfer of all or substantially all of its Asset Representations Reviewer portfolio, provided that: (i) the purchaser
or transferee accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer, organized and doing
business under the laws of the United States of America, any state of the United States of America or the District of Columbia,
authorized under such laws to perform the duties of the asset representations reviewer resulting from a merger, consolidation
or succession that is permitted under this Agreement, (B) executes and delivers to the Trustee and the Certificate Administrator
an agreement that contains an assumption by such person of the due and punctual performance and observance of each covenant and
condition to be performed or observed by the asset representations reviewer under this Agreement from and after the date of such
agreement


 






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and (C) is not a Prohibited Party under this Agreement; (ii) the Asset Representations Reviewer shall not be released
from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation; (iii) the
rate at which the Asset Representations Reviewer Asset Review Fee (or any component thereof) is calculated shall not exceed the
rate then in effect and (iv) the resigning Asset Representations Reviewer shall be responsible for the reasonable costs and expenses
of each other party to this Agreement and the Rating Agencies in connection with such transfer. Upon acceptance of such assignment
and delegation, the purchaser or transferee shall provide notice to each party to this Agreement and then will be the successor
asset representations reviewer hereunder.


 


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


 


Section 12.02       
Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


 


(a)          
The Asset Representations Reviewer shall be paid a fee of $5,000 (the “Asset Representations Reviewer Upfront Fee”)
on the Closing Date. As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid
a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect of each Mortgage
Loan (including any Non-Serviced Mortgage Loan but excluding each Companion Loan) and REO Mortgage Loan and shall be equal to the
product of a rate equal to 0.00065% per annum (the “Asset Representations Reviewer Fee Rate”) and the
Stated Principal Balance of the Mortgage Loans and any REO Mortgage Loans and shall be calculated in the same manner as interest
is calculated on such Mortgage Loans and REO Mortgage Loans.


 


(b)          
As compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and the
Mortgage Loans that are Delinquent Loans and are subject to an Asset Review (for purposes of this Section 12.02(b), “Subject
Loans”), upon the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations
Reviewer shall be paid a fee equal to the sum of: (i) $12,500 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


 






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respect to each Delinquent Loan shall be paid by the related Mortgage Loan Seller within forty-five (45)
days of receipt by the related Mortgage Loan Seller of an invoice from the Asset Representations Reviewer; provided, however,
that if the related Mortgage Loan Seller (x) is insolvent or (y) fails to pay such amount upon completion of any Asset Review and
within 90 days of receiving an invoice from the asset representations reviewer, such fee shall be paid by the Trust following delivery
by the Asset Representations Reviewer of evidence reasonably satisfactory to the Master Servicer or the Special Servicer, as applicable,
of such insolvency or failure to pay such amount; provided, however, that a statement of non-payment by the Asset
Representations Reviewer ninety (90) days after an itemized invoice is delivered by registered mail to the address listed in this
Agreement for the related Mortgage Loan Seller, or to such other address as shall be provided by such Mortgage Loan Seller for
delivery of notice in accordance with this Agreement, together with evidence of delivery or attempted delivery of such invoice
and reasonable follow up by phone or email, shall constitute satisfactory evidence delivered by the Asset Representations Reviewer
of such failure to pay such amount; provided, further, that notwithstanding any payment of such fee by the Trust
to the Asset Representations Reviewer, such fee will remain an obligation of the related Mortgage Loan Seller and the Special Servicer
shall reasonably pursue remedies against such Mortgage Loan Seller to recover any such amounts to the extent paid by the Trust,
provided that the costs of doing so will be a cost of the Trust; and provided, further, that 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


 






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and expenses of each other party hereto and each Rating Agency in connection with its resignation.


 


Section 12.04       
Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates
shall make any investment in any Class of Certificates; provided, however, that such prohibition shall not apply
to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments
by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement
from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from
gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining access
to such Affiliate’s information regarding its investment activities.


 


Section 12.05       
Termination of the Asset Representations Reviewer.


 


(a)          
An “Asset Representations Reviewer Termination Event” means any one of the following events whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental body:


 


(i)           
any failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or
agreements or the material breach of any of its representations or warranties under this Agreement, which failure shall continue
unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee
by the Holders of Certificates having at least 25% of the aggregate Voting Rights of all then outstanding Certificates; provided,
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 will be extended 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


 






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receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the Asset Representations Reviewer, and such decree
or order shall have remained in force undischarged or unstayed for a period of 60 days;


 


(v)          
the Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation
committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings
of or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)         
the Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of
its creditors, or voluntarily suspend payment of its obligations.


 


Upon receipt by the Certificate
Administrator (which shall be simultaneously delivered by the Certificate Administrator to the Asset Representations Reviewer)
of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator shall
promptly provide written notice to all Certificateholders in accordance with the notice distribution procedures described in Section 12.01(a),
unless the Certificate Administrator has received written notice that such Asset Representations Reviewer Termination Event has
been remedied. If an Asset Representations Reviewer Termination Event shall occur then, and in each and every such case, so long
as such Asset Representations Reviewer Termination Event shall not have been remedied, either the Trustee (i) may or (ii) upon
the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights (without regard to the application
of any Appraisal Reduction Amounts), the Trustee shall, terminate all of the rights and obligations of the Asset Representations
Reviewer under this Agreement, other than rights and obligations accrued prior to such termination (including the right to receive
all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring
prior to such termination), by notice in writing to the Asset Representations Reviewer. The Asset Representations Reviewer is required
to bear all reasonable costs and expenses of each other party to this Agreement in connection with its termination due to an Asset
Representations Reviewer Termination Event. Notwithstanding anything herein to the contrary, the Depositor and each Sponsor shall
have the right, but not the obligation, to notify the Certificate Administrator and the Trustee of any Asset Representations Reviewer
Termination Event of which it becomes aware.


 


(b)           
Upon (i) the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights (without
regard to the application of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the
Asset Representations Reviewer and to all Certificateholders by (i) posting such notice on its internet website, and (ii) mailing
such notice to all Certificateholders at their


 






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addresses appearing in the Certificate Register and to the Asset Representations
Reviewer. Upon the written direction of holders of Certificates evidencing more than 75% of a Certificateholder Quorum (without
regard to the application of any Appraisal Reduction Amounts), the Trustee shall terminate all of the rights and obligations of
the Asset Representations Reviewer under this Agreement (other than any rights or obligations that accrued prior to the date of
such termination and other than indemnification rights arising out of events occurring prior to such termination) by notice in
writing to the Asset Representations Reviewer. As between the Asset Representations Reviewer, on the one hand, and the Certificateholders,
on the other, the Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the
termination of the Asset Representations Reviewer. In the event that holders of the Certificates entitled to at least 75% of the
Voting Rights elect to remove the Asset Representations Reviewer without cause and appoint a successor, the successor asset representations
reviewer will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)          
On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than 15 Business
Days after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the Trustee
delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor asset
representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment
of an Asset Representations Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Directing Certificateholder and each Certificateholder within one Business Day of such appointment.


 


The Asset Representations
Reviewer shall be at all times an Eligible Asset Representations Reviewer and if the Asset Representations Reviewer ceases to be
an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Master Servicer, the
Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Certificateholder of such
disqualification and immediately resign under Section 12.03 of this Agreement and the Trustee shall appoint a successor
asset representations reviewer subject to and in accordance with this Section 12.05. Notwithstanding the foregoing,
if the Trustee is unable to find a successor asset representations reviewer within 30 days of the termination of the Asset
Representations Reviewer, the Depositor shall be permitted to find a replacement. The Trustee shall not be liable for any failure
to identify and appoint a successor asset representations reviewer for so long as the Trustee uses commercially reasonable efforts
to conduct a search for a successor asset representations reviewer and such failure is not a result of the Trustee’s negligence,
bad faith or willful misconduct in the performance of its obligations hereunder.


 


(d)         
Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate


 






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Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor, the
Sponsors, the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder
and each Rating Agency. In the event that the Asset Representations Reviewer is terminated, all of its rights and obligations under
this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such termination (including
the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out
of events occurring prior to such termination).


 


[End of Article XII]


 


Article XIII



MISCELLANEOUS PROVISIONS


 


Section 13.01      
Amendment. (a)  This Agreement may be amended from time to time by the parties hereto, without the consent
of any of the Certificateholders or the Companion Holders:


 


(i)           
to correct any defect or ambiguity in this Agreement;


 


(ii)         
to cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in
the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or this Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein
or to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)         
to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that
any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the
Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the
expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely
affect in any material respect the interests of any Certificateholder or Companion Holder;


 






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(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) or any other provision hereof restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by
an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person;


 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change;
provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by
an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(vii)        
to amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25); provided that such amendment or supplement shall not adversely affect
in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long
as a Control Termination Event has not occurred and is not continuing and, with respect to the Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of
any Trust REMIC as a REMIC 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


 






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manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(ix)         
to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each
Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant
to Section 3.13(c) and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; and


 


(x)          
to modify, eliminate or add to any of its provisions to such extent as shall be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding the foregoing, no such
amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of
any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller or (B) may materially and adversely
affect the holders of a Companion Loan without such Companion Holder’s consent.


 


(b)          
This Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates
of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests
constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 


(i)           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)          
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder without the consent of the Holders of all Certificates of
such Class then-outstanding or such Companion Holder, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)        
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any
Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage


 






     -402-


     

    

 


Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


(c)          
Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment hereto
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
hereunder, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the
Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a
tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor
Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to this Agreement
may be made that changes any provisions specifically required to be included in this Agreement by the Non-Serviced Intercreditor
Agreement without the consent of the holder of the related Non-Serviced Companion Loan(s).


 


(d)          
Promptly after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the
same to the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post
a copy of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c),
as applicable, and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment
to each Certificateholder and each Serviced Companion Noteholder, the Depositor, the Master Servicer, the Special Servicer, the
Mortgagors, 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.


 






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(g)          
The cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or (c) and the cost of
any amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if the Master Servicer,
the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and interests
of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a)
or (c) shall be payable out of the Collection Account.


 


(h)          
The Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect
to any class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25).


 


(i)           
To the extent the Operating Advisor, the Trustee, Certificate Administrator, Master Servicer, Special Servicer, the Asset
Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in connection
with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection with entering
into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)           
Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 13.01, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be
entitled to the same Voting Rights with respect to matters described above as they would if any other Person held such Certificates,
so long as neither the Depositor nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)          
This Agreement may not be amended without the consent of any holder of an AB Subordinate Companion Loan if such amendment
would materially and adversely affect the rights of such Companion Holder hereunder.


 


Section 13.02      
Recordation of Agreement; Counterparts. (a)  To the extent permitted by applicable law, this Agreement
is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by
the Special Servicer and with the consent of the Depositor (which may not be unreasonably withheld), but only upon direction accompanied
by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.


 


(b)         
For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement
may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and
such 


 






     -404-


     

    

 


counterparts shall
constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in
Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original
counterpart of this Agreement.


 


(c)           
The Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue
of the fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s
expense.


 


Section 13.03 
      Limitation on Rights of Certificateholders. (a)  The death or incapacity of any Certificateholder shall
not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs
to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of them.


 


(b)          
No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control
the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.


 


(c)          
Other than with respect to any rights to deliver a Certificateholder Repurchase Request and exercise the rights described
under Section 2.03(l) in this Agreement, no Certificateholder shall have any right by virtue of any provision of this
Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, any
Intercreditor Agreement, any Mortgage Loan, or with respect to the Certificates, unless, with respect to any suit, action or proceeding
upon or under or with respect to this Agreement, such Holder previously shall have given to the Trustee and the Certificate Administrator
a written notice of default, and of the continuance thereof, as herein before provided, or of the need to institute such suit,
action or proceeding on behalf of the Trust and unless also (except in the case of a default by the Trustee) the Holders of Certificates
of any Class evidencing not less than 25% of the related Percentage Interests in such Class shall have 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


 






     -405-


     

    

 


Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this
Agreement or the Certificates, except in the manner herein or therein provided and for the equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the provisions of this Section 13.03(c), each and every
Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section 13.04       
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT
OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS
OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


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


 


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


 


Section 13.05 
Notices. (a)  Any communications provided for or permitted hereunder shall be in writing and, unless otherwise
expressly provided herein, shall be deemed to have been duly given if personally delivered at or couriered, sent by facsimile transmission
(other than with respect to the Mortgage Loan Sellers) or mailed by registered mail, postage prepaid (except for notices to the
Mortgage Loan Sellers, the Master Servicer the Certificate Administrator and the Trustee which shall be deemed to have been duly
given only when received), to:


 






     -406-


     

    

 


In the case of the Depositor:



Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee

Fax number: (212) 322-0965

Email: chuck.lee@credit-suisse.com


 


with a copy to:



Credit Suisse, Commercial Real Estate & CMBS

One Madison Ave, 9th Floor

New York, New York 10010

Attention: Sarah Nelson

Fax number: (212) 743-2823

Email: sarah.nelson@credit-suisse.com


 


In the case of the Master Servicer:



KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Diane Haislip

Fax number: (877) 379-1625

Email: diane_c_haislip@keybank.com


 


with a copy to:



Polsinelli PC

900 West 48th Street, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Fax number: (816) 753-1536

Email: kkohring@polsinelli.com


 


In the case of the Special Servicer:



Torchlight Loan Services, LLC

475 Fifth Avenue

New York, New York 10017

Attention: Jacob M. K. Baron

CSAIL 2016-C6

Email: jbaron@torchlightinvestors.com


 






     -407-


     

    

 


with a copy to:



Torchlight Loan Services, LLC

475 Fifth Avenue

New York, New York 10017

Attention: Abbey Kosakowski

CSAIL 2016-C6

Email: AKosakowski@torchlightinvestors.com


 


In the case of the Directing
Certificateholder:



Torchlight Investors, LLC

475 Fifth Avenue 

New York, New York 10017

Attention: William Stasiulatis

CSAIL 2016-C6

Email: bstasiulatis@torchlightinvestors.com


 


with a copy to:



Torchlight Investors, LLC

475 Fifth Avenue 

New York, New York 10017

Attention: Jacob M. K. Baron 

CSAIL 2016-C6

Email: jbaron@torchlightinvestors.com

Fax: (646) 253-9753


 


In the case of the Trustee and
the Certificate Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – CSAIL 2016-C6

Email: cts.cmbs.bond.admin@wellsfargo.com and trustadministrationgroup@wellsfargo.com


 


In the case of the Custodian:



Wells Fargo Bank, National Association

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS Document Custody Division – CSAIL 2016-C6


 






     -408-


     

    

 


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


 


Benefit Street Partners CRE Finance
LLC 


9 West 57th Street, Suite 4920 


New York, New York 10019 


Attention: Micah Goodman and Tiffany
Putman


 


with a copy to:


 


Cadwalader, Wickersham & Taft
LLP

200 Liberty Street

New York, New York 10281

Attention: Frank Polverino


 


and


 


MC-Five Mile Commercial Mortgage
Finance LLC 


1330 Avenue of the Americas, 


New York, New York 10019 


Attention: Matthew Philip, Managing
Director 


Email: mphilip@mcfivemile.com


 


with a copy to:


 


Polsinelli 


900 W. 48th Place, Suite
900 


Kansas City, Missouri 64112 


Attention: Casandra Carpenter


 


and


 






     -409-


     

    

 


The Bank of New York Mellon

225 Liberty Street, 19th Floor

New York, New York 10286

Attention: George Passaro

Email: george.passaro@bnymellon.com


 


with a copy to:


 


Dentons US LLP

1221 Avenue of the Americas

New York, New York 10020

Attention: Erik Klingenberg

Email: erik.klingenberg@dentons.com


 


and


 


The Bancorp Bank 


712 Fifth Avenue, 8th Floor 


New York, New York 10019 


Attention: Ron Wechsler

Email: rwechsler@thebancorp.com


 


with a copy to:


 


Winston and Strawn LLP 


200 Park Avenue 


New York, New York 10166 


Attention: Christine A. Spletzer 


Email: cspletzer@winston.com


 


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



Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CSAIL 2016-C6-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.


 






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(b)           Any party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall
deliver such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the
address listed below, promptly following the occurrence thereof. The Master Servicer or Special Servicer, as applicable, the Certificate
Administrator, and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the
Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense; provided,
however, that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures
set forth in Section 3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose
which Rating Agency has requested such information. Notwithstanding the foregoing, the failure to deliver such notices or copies
shall not constitute a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by
the Rating Agencies required hereunder shall be in writing.


 


Any notices to the Rating Agencies
shall be sent to the following addresses:



Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


			Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Backed Securities Surveillance

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com



 


			Morningstar Credit Ratings, LLC

220 Gibraltar Road, Suite 300

Horsham, Pennsylvania 19044

Attention: CMBS Surveillance

Email: cmbsratings@morningstar.com



 


Section 13.06       
Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable
from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability
of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section 13.07      
Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s right, title and
interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan.
If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and


 






     -411-


     

    

 


obligations
of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees
that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority
security interest in the Depositor’s entire right, title and interest in and to the assets comprising the Trust Fund, including
without limitation, the Mortgage Loans, all principal and interest received or receivable with respect to the Mortgage Loans (other
than principal and interest payments due and payable prior to the Cut-off Date and Principal Prepayments received prior to the
Cut-off Date), all amounts held from time to time in the Collection Account, the Distribution Accounts, the Gain-on-Sale Reserve
Account, the Interest Reserve Account and, if established, the REO Account, and all reinvestment earnings on such amounts, and
all of the Depositor’s right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies
related to such Mortgage Loans and (ii) this Agreement shall constitute a security agreement under applicable law. The Depositor
shall file or cause to be filed, as a precautionary filing, a UCC Financing Statement in all appropriate locations 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
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.


 






     -412-


     

    

 


(d)         
Subject to Section 2.03(k)(ii), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting
Certificateholder shall be an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k)
through Section 2.03(o).


 


Section 13.09       
Article and Section Headings. The article and section headings herein are for convenience of reference only, and
shall not limit or otherwise affect the meaning hereof.


 


Section 13.10      
Notices to the Rating Agencies. (a)  The Certificate Administrator shall use reasonable efforts promptly
to provide notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
(and the related 17g-5 information provider for any class of Serviced Companion Loan Securities to the extent applicable to the
Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:


 


(i)           
any material change or amendment to this Agreement;


 


(ii)          
the occurrence of a Servicer Termination Event that has not been cured;


 


(iii)         
any Loss of Value Payments;


 


(iv)         
the resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer
or the Special Servicer; and


 


(v)         
the repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 6 of the
related Mortgage Loan Purchase Agreement.


 


(b)         
The Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting
on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following
of which it has actual knowledge:


 


(i)           
the resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)          
any change in the location of the Collection Account;


 


(iii)         
any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)         
any change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 


(v)          any additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties
for any Mortgage Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater
than 5% of the then aggregate outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 






     -413-


     

    

 


(vi)         
any material damage to any Mortgaged Property;


 


(vii)        
any modifications to an Intercreditor Agreement;


 


(viii)       
any assumption with respect to a Mortgage Loan;


 


(ix)         
any incurrence by a Mortgagor of additional debt; and


 


(x)          
any release or substitution of any Mortgaged Property.


 


(c)          
The Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change
in the location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)           The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to
the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
and thereafter to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable
to the Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as
any Rating Agency shall reasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or Special
Servicer, can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating to
such information or violating the terms of this Agreement or any Mortgage Loan. The Trustee, the Certificate Administrator, the
Master Servicer and Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect to
such information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a party
to provide duplicative notices or copies to the Rating Agencies with respect to any of the above listed items. In connection with
the delivery by the Master Servicer or Special Servicer to the 17g-5 Information Provider of any information, report, notice or
document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the Master
Servicer or Special Servicer when such information, report, notice or document has been posted. The Master Servicer or Special
Servicer, as applicable, may, but shall not be obligated to send such information, report, notice or document to the applicable
Rating Agency following the earlier of (a) receipt of such notice from the 17g-5 Information Provider and (b) two Business Days
following delivery to the 17g-5 Information Provider.


 


[End of Article XIII]


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 






     -414-


     

    








 


IN WITNESS WHEREOF,
the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.


 





	 	
        CREDIT SUISSE COMMERCIAL
MORTGAGE SECURITIES CORP.,
 Depositor 

	 	 	 
	 	By:	/s/ Charles Y. Lee
	 	 	Name: Charles Y. Lee
	 	 	Title: President and Chief Executive Officer
	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION,

Master Servicer
	 	 	 
	 	By:	/s/ Diane Haislip
	 	 	Name: Diane Haislip
	 	 	Title: Senior Vice President
	 	 	 
	 	TORCHLIGHT LOAN SERVICES, LLC,

Special Servicer
	 	 	 
	 	By:	/s/ Jacob Baron
	 	 	Name: Jacob Baron
	 	 	Title: Authorized Signatory 
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator
	 	 	 
	 	By:	/s/ Stacey Gross
	 	 	Name: Stacey Gross
	 	 	Title: Vice President







 


CSAIL 2016-C6: POOLING AND SERVICING AGREEMENT


 






    



     


    







	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

Trustee
	 	 	 
	 	By:	/s/ Stacey Gross
	 	 	Name: Stacey Gross
	 	 	Title: Vice President
	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC,

Operating Advisor and Asset Representations Reviewer
	 	 	 
	 	By:	Park Bridge Advisors LLC
	 	 	Its Sole Member
	 	 	 
	 	By:	Park Bridge Financial LLC
	 	 	Its Sole Member
	 	 	 
	 	By:	/s/ Robert J. Spinner
	 	 	Name:  Robert J. Spinner
	 	 	Title: Managing Member







 


CSAIL 2016-C6: POOLING AND SERVICING AGREEMENT


 






    



     


    

 





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







 


On the 20th day
of May, 2016, before me, a notary public in and for said State, personally appeared Charles Y. Lee known to me to be a President
and Chief Executive of Credit Suisse Commercial Mortgage Securities Corp., that executed the within instrument, and also known
to me to be the person who executed it on behalf of such corporation, and acknowledged to me that such corporation executed the
within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 /s/
    David S Tlusty
	 	Notary Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 
	 	 
	 	 
	 	 	DAVID S TLUSTY

    NOTARY PUBLIC-STATE OF NEW YORK

    No. 02TL6313133

    Qualified in New York County

    My Commission Expires October 14, 2018










 


CSAIL 2016-C6: POOLING AND SERVICING AGREEMENT


 






    



     


    

 





	STATE OF KS	)	 
	 	)	ss.:
	COUNTY OF Johnson	)	 


 


On the 19th day
of May, 2016, before me, a notary public in and for said State, personally appeared Diane Haislip known to me to be a Sr. Vice
Pres. of KeyBank National Association, and also known to me to be the person who executed it on behalf of such national banking
association, and acknowledged to me that such 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/
    Janna Oliver
	 	Notary Public
	 	 
	JANNA OLIVER

    NOTARY PUBLIC

    STATE OF KANSAS	 
	 	 
	My commission expires:	 
	 	 
	JANNA OLIVER

    Notary Public, State of Kansas

    My Commission Expires June 24, 2016	 





 


CSAIL 2016-C6: POOLING AND SERVICING AGREEMENT


 






    



     


    

 





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





 


On the 19th day
of May, 2016, before me, a notary public in and for said State, personally appeared Jacob Baron known to me to be a Authorized
Signatory of Torchlight Loan Services, LLC, that executed the within instrument, and also known to me to be the person who executed
it on behalf of such limited liability company, and acknowledged to me that such limited liability company executed the within
instrument.


 


IN WITNESS WHEREOF,
I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	FLORIDA NOTARY ASSOCIATION

SINCE 1978	CATEY VAUGHN

    NOTARY PUBLIC	 /s/
    Catey Vaughn
	STATE OF FLORIDA

    Comm# EE828492

    Expires 8/20/2016	Notary Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 
	8/20/2016	 





 


CSAIL 2016-C6: POOLING AND SERVICING AGREEMENT


 






    



     


    

 





	STATE OF Maryland	)	 
	 	)	ss.:
	COUNTY OF Howard	)	 





 


On the 19th day
of May, 2016, before me, a notary public in and for said State, personally appeared Stacey Gross known to me to be a VP of Wells
Fargo Bank, National Association, that executed the within instrument, and also known to me to be the person who executed it on
behalf of such national banking association, and acknowledged to me that such national banking association executed the within
instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 /s/
    Amy Martin
	 	Notary Public
	 	 
	[SEAL]	 AMY
    MARTIN
	 	 NOTARY PUBLIC
	My commission expires:	 ANNE ARUNDEL
    COUNTY
	 	 MARYLAND
	 	My Commission Expires 2-22-2017


 


CSAIL 2016-C6: POOLING AND SERVICING AGREEMENT


 






    



     


    

 





	STATE OF New York	)	 
	 	)	ss.:
	COUNTY OF New York	)	 


 


On the 19th day
of May, 2016, before me, a notary public in and for said State, personally appeared Robert J. Spinner, Jr. 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 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/ Cathy Pampinella
	 	Notary Public
	 	 
	 	CATHY PAMPINELLA	 
	[SEAL]	 Notary Public, State of New York	 
	 	 Registration #01PA6303022	 
	My commission expires:	 Qualified in Suffolk County	 
	 	 Commission Expires May 12, 2018	 


 


CSAIL 2016-C6: POOLING AND SERVICING AGREEMENT


 




    



     


    

 




 


EXHIBIT
A-1


 


CSAIL
2016-C6 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS A-1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, 


 





 



 


1
     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2      Global Certificate legend.


 






    	 	 A-1-1	 



     


    

 


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


 






    	 	 A-1-2	 



     


    

 


CSAIL
2016-C6 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS A-1


 


	Pass-Through
    Rate:  1.4930%	 	 
	 	 	 
	First
    Distribution Date: June 17, 2016	 	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in May 2016 for that Mortgage Loan (or, in the case of any
    Mortgage Loan that has its first Due Date in June 2016, the date that would have been its Due Date in May 2016 under the terms
    of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
		 	 
	Aggregate
    Initial Certificate Principal Amount of the Class A-1 Certificates:  $17,021,000 	 	 


  


	CUSIP:12636MAA6

        
	Initial
    Certificate Principal Amount of this Certificate: $[   ]
	 	
	ISIN:     US12636MAA62	 
	 	 
	Common
    Code: 142035847	 
	 	 
	No.:  A-1-1	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-1 Certificates. The Trust Fund,
described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and
manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-2, Class A-3, Class A-4, Class
A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B,


 






    	 	 A-1-3	 



     


    

 


Class C,
Class D, Class E, Class F, Class NR, 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 May 1, 2016
(the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as
Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC,
as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Torchlight Loan
Services, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in June 2016 (each such
date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-1
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-1
Certificates is the calendar month prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are
required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder provided the Certificate Administrator with written
wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise


 






    	 	 A-1-4	 



     


    

 


(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(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the
extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies
given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein),
amounts on deposit in the Collection Account (to the extent


 






    	 	 A-1-5	 



     


    

 


of
the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper Tier REMIC Distribution Account, the
Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve Account (to the extent of the Trust’s
interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account),
including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s
interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred
to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) $100 to be deposited by the Depositor into the Upper-Tier REMIC
Distribution Account on the Closing Date in respect of the Class X-D Certificates; 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, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered 



 






    	 	 A-1-6	 



     


    




	 	 	 
	 	 	certificates)
                                         with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
                                         to correct or supplement any of its provisions which may be inconsistent with any other
                                         provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests
                                         of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense
                                         of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
                                         from each Rating Agency with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such
                                         action is necessary or desirable to maintain such qualification or to avoid or minimize
                                         the risk of the imposition of any such tax and (b) such action will not adversely
                                         affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing
                                         Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer
                                         of the Class R Certificates; provided the Depositor has determined that such change
                                         shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or
                                         any of the Certificateholders (other than the Transferor) to be subject to a federal
                                         tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S.
                                         Tax Person;



 


		(vi)	to
                                         revise or add any other provisions with respect to matters or questions arising under
                                         the Pooling and Servicing Agreement or any other change; provided that the required
                                         action shall not adversely affect in any material respect the interests of any Certificateholder
                                         or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
                                         or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party
                                         requesting such amendment or as evidenced by a Rating Agency Confirmation from each of
                                         the Rating Agencies with respect to such amendment or supplement and confirmation of
                                         the applicable rating agencies that such action will not result in the downgrade, withdrawal
                                         or qualification of its then-current ratings of any securities related to a 



 






    	 	 A-1-7	 



     


    




 


	 	 	Companion
                                         Loan, if any (provided that such rating agency confirmation may be considered
                                         satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
                                         with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
                                         Agreement);



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any securities related to a Companion Loan, if any (provided that such rating
                                         agency confirmation may be considered satisfied in the same manner as any Rating Agency
                                         Confirmation may be considered satisfied with respect to the Certificates pursuant to
                                         Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder not consenting to such amendment or supplement, as evidenced by an
                                         Opinion of Counsel;



 


		(viii)	to
                                         modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement
                                         (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
                                         Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
                                         Control Termination Event has not occurred and is not continuing and with respect to
                                         any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, determine
                                         that the commercial mortgage backed securities industry standard for such provisions
                                         has changed, in order to conform to such industry standard, (b) such modification does
                                         not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor
                                         Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an
                                         Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
                                         and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
                                         agencies have delivered a confirmation that such action will not result in the downgrade,
                                         withdrawal or qualification of its then current ratings (provided that such rating
                                         agency confirmation may be considered satisfied in the same manner as any Rating Agency
                                         Confirmation may be considered satisfied with respect to the Certificates pursuant to
                                         Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders, as evidenced
                                         by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
                                         of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided,
                                         further, 



 






    	 	 A-1-8	 



     


    

 





	 	 	that
                                         the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information
                                         Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
                                         3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall
                                         post such notice to the Certificate Administrator’s Website; or



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as would be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans that are required to be distributed on a Certificate of any class without the consent
                                         of the Holder of the Certificate or which are required to be distributed to a Companion
                                         Holder without the consent of such Companion Holder; or



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Holder without the consent of the Holders of all Certificates of such Class then outstanding
                                         or such Companion Holders, as applicable; or



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(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 



 






    	 	 A-1-9	 



     


    

 


	 	 	Loan
                                         Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the related Intercreditor Agreement, the consent of the holder of any AB Subordinate
                                         Companion Loan for each Serviced AB Whole Loan.



  


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
B and Class C Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class 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)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the
terms of the Pooling and Servicing Agreement.


 






    	 	 A-1-10	 



     


    

 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 






    	 	 A-1-11	 



     


    

  







IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-1 Certificate to be duly executed.


 





	 	WELLS FARGO
    BANK, NATIONAL ASSOCIATION,
	 	not in
    its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated:
______________








 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-1 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
______________


 


	 	WELLS FARGO
    BANK, NATIONAL ASSOCIATION,
	 	not in
    its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



 






    	A-1-12



    	 



    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ______________________________
____________________________________________________ (please print or typewrite name(s) and address(es), including postal zip
code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-1
Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of
the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class A-1 Certificate of the entire Percentage Interest represented
by the within Class A-1 Certificates to the above-named Assignee(s) and to deliver such Class A-1 Certificate to the following
address:


 


Date:
_________________ 





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






 






    	A-1-13



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________ _______________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type
    name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification
    Number






  






    	 	 A-1-14	 



     


    


 


EXHIBIT
A-2


 


CSAIL
2016-C6 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS A-2


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, 


 





 



 


1
     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
     Global Certificate legend.


 



    	 	 A-2-1	 



     


    

 


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


 



    	 	 A-2-2	 



     


    




 


CSAIL
2016-C6 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS A-2


 


	Pass-Through
    Rate:  2.6619%	 	 
	 	 	 
	First
    Distribution Date: June 17, 2016	 	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in May 2016 for that Mortgage Loan (or, in the case of any
    Mortgage Loan that has its first Due Date in June 2016, the date that would have been its Due Date in May 2016 under the terms
    of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Certificate Principal Amount of the Class A-2 Certificates:  $67,689,000	 	 
	 	 	 





	CUSIP:  12636MAB4

        
	Initial
    Certificate Principal Amount of this Certificate: $[   ]
	 	 
	ISIN:     US12636MAB46
	 
	 	 
	Common
    Code:  142035871	 
	 	 
	No.:  A-2-1	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-2 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision
of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.
Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A,
Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C,


 






    	 	 A-2-3	 



     


    

 


Class
D, Class E, Class F, Class NR, 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 May 1, 2016
(the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Torchlight Loan Services,
LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto
in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in June 2016 (each such
date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-2 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-2 Certificates
is the calendar month prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are
required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder provided the Certificate Administrator with written
wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise


 






    	 	 A-2-4	 



     


    

 


(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(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the
extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies
given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein),
amounts on deposit in the Collection Account (to the extent


 






    	 	 A-2-5	 



     


    

 


of
the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper Tier REMIC Distribution Account, the
Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve Account (to the extent of the Trust’s
interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account),
including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s
interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred
to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) $100 to be deposited by the Depositor into the Upper-Tier REMIC
Distribution Account on the Closing Date in respect of the Class X-D Certificates; 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, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered 



 






    	 	 A-2-6	 



     


    

 


	 	 	certificates)
                                         with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
                                         to correct or supplement any of its provisions which may be inconsistent with any other
                                         provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests
                                         of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense
                                         of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
                                         from each Rating Agency with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such
                                         action is necessary or desirable to maintain such qualification or to avoid or minimize
                                         the risk of the imposition of any such tax and (b) such action will not adversely
                                         affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing
                                         Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer
                                         of the Class R Certificates; provided the Depositor has determined that such change
                                         shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or
                                         any of the Certificateholders (other than the Transferor) to be subject to a federal
                                         tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S.
                                         Tax Person;



 


		(vi)	to
                                         revise or add any other provisions with respect to matters or questions arising under
                                         the Pooling and Servicing Agreement or any other change; provided that the required
                                         action shall not adversely affect in any material respect the interests of any Certificateholder
                                         or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
                                         or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party
                                         requesting such amendment or as evidenced by a Rating Agency Confirmation from each of
                                         the Rating Agencies with respect to such amendment or supplement and confirmation of
                                         the applicable rating agencies that such action will not result in the downgrade, withdrawal
                                         or qualification of its then-current ratings of any securities related to a 



 






    	 	 A-2-7	 



     


    

 


	 	 	Companion
                                         Loan, if any (provided that such rating agency confirmation may be considered
                                         satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
                                         with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
                                         Agreement);



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any securities related to a Companion Loan, if any (provided that such rating
                                         agency confirmation may be considered satisfied in the same manner as any Rating Agency
                                         Confirmation may be considered satisfied with respect to the Certificates pursuant to
                                         Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder not consenting to such amendment or supplement, as evidenced by an
                                         Opinion of Counsel;



 


		(viii)	to
                                         modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement
                                         (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
                                         Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
                                         Control Termination Event has not occurred and is not continuing and with respect to
                                         any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, determine
                                         that the commercial mortgage backed securities industry standard for such provisions
                                         has changed, in order to conform to such industry standard, (b) such modification does
                                         not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor
                                         Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an
                                         Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
                                         and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
                                         agencies have delivered a confirmation that such action will not result in the downgrade,
                                         withdrawal or qualification of its then current ratings (provided that such rating
                                         agency confirmation may be considered satisfied in the same manner as any Rating Agency
                                         Confirmation may be considered satisfied with respect to the Certificates pursuant to
                                         Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders, as evidenced
                                         by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
                                         of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided,
                                         further, 



 






    	 	 A-2-8	 



     


    

 


	 	 	that
                                         the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information
                                         Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
                                         3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall
                                         post such notice to the Certificate Administrator’s Website; or



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as would be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans that are required to be distributed on a Certificate of any class without the consent
                                         of the Holder of the Certificate or which are required to be distributed to a Companion
                                         Holder without the consent of such Companion Holder; or



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Holder without the consent of the Holders of all Certificates of such Class then outstanding
                                         or such Companion Holders, as applicable; or



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(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 



 






    	 	 A-2-9	 



     


    

 


	 	 	Loan
                                         Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the related Intercreditor Agreement, the consent of the holder of any AB Subordinate
                                         Companion Loan for each Serviced AB Whole Loan.



 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
B and Class C Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class 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)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the
terms of the Pooling and Servicing Agreement.


 






    	 	 A-2-10	 



     


    

 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 






    	 	 A-2-11	 



     


    

 







IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-2 Certificate to be duly executed.


 





	 	WELLS FARGO
    BANK, NATIONAL ASSOCIATION,
	 	not in
    its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated:
______________








 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-2 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
______________


 


	 	WELLS FARGO
    BANK, NATIONAL ASSOCIATION,
	 	not in
    its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



 






    	 	 A-2-12	 



     


    


 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ______________________________
____________________________________________________ (please print or typewrite name(s) and address(es), including postal zip
code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-2
Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of
the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class A-2 Certificate of the entire Percentage Interest represented
by the within Class A-2 Certificates to the above-named Assignee(s) and to deliver such Class A-2 Certificate to the following
address:


 


Date:
_________________ 





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






 






    	 	 A-2-13	 



     


    


 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________ _______________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type
    name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification
    Number






 






    	 	 A-2-14	 



     


    

 


EXHIBIT
A-3


 


CSAIL
2016-C6 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS A-3


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED,


 





 



 





1
     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
     Global Certificate legend.


 






    	 	 A-3-1	 



     


    

 


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


 






    	 	 A-3-2	 



     


    

 


CSAIL
2016-C6 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS A-3


 


	Pass-Through
    Rate: 2.9562%	 	 
	 	 	 
	First
    Distribution Date: June 17, 2016	 	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in May 2016 for that Mortgage Loan (or, in the case of any
    Mortgage Loan that has its first Due Date in June 2016, the date that would have been its Due Date in May 2016 under the terms
    of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Certificate Principal Amount of the Class A-3 Certificates:  $92,701,000	 	 
	 	 	 





	CUSIP:  12636MAC2

        
	Initial
    Certificate Principal Amount of this Certificate: $[   ]
	 	 
	ISIN:      US12636MAC29	 
		 
	Common
    Code: 142035855	 
	 	 
	No.:  A-3-1	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-3 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision
of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.
Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB, Class X-A,
Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class E, Class F,
Class NR, Class R and Class Z Certificates (together with the


 






    	 	 A-3-3	 



     


    

 


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 May 1, 2016
(the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Torchlight Loan Services,
LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto
in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in June 2016 (each such
date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-3 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-3 Certificates
is the calendar month prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are
required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder provided the Certificate Administrator with written
wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder
at its address in the Certificate Register. The final


 






    	 	 A-3-4	 



     


    

 


distribution
on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the
extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies
given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein),
amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution
Account, the Upper Tier


 






    	 	 A-3-5	 



     


    

 


REMIC
Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve Account
(to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to
the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase
Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) $100 to be deposited by the
Depositor into the Upper-Tier REMIC Distribution Account on the Closing Date in respect of the Class X-D Certificates; 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, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and 



 






    	 	 A-3-6	 



     


    

 


	 	 	Servicing
                                         Agreement or to correct or supplement any of its provisions which may be inconsistent
                                         with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests
                                         of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense
                                         of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
                                         from each Rating Agency with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such
                                         action is necessary or desirable to maintain such qualification or to avoid or minimize
                                         the risk of the imposition of any such tax and (b) such action will not adversely
                                         affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing
                                         Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer
                                         of the Class R Certificates; provided the Depositor has determined that such change
                                         shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or
                                         any of the Certificateholders (other than the Transferor) to be subject to a federal
                                         tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S.
                                         Tax Person;



 


		(vi)	to
                                         revise or add any other provisions with respect to matters or questions arising under
                                         the Pooling and Servicing Agreement or any other change; provided that the required
                                         action shall not adversely affect in any material respect the interests of any Certificateholder
                                         or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
                                         or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party
                                         requesting such amendment or as evidenced by a Rating Agency Confirmation from each of
                                         the Rating Agencies with respect to such amendment or supplement and confirmation of
                                         the applicable rating agencies that such action will not result in the downgrade, withdrawal
                                         or qualification of its then-current ratings of any securities related to a Companion
                                         Loan, if any (provided that such rating agency confirmation 



 






    	 	 A-3-7	 



     


    

 


	 	 	may
                                         be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
                                         satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and
                                         Servicing Agreement);



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any securities related to a Companion Loan, if any (provided that such rating
                                         agency confirmation may be considered satisfied in the same manner as any Rating Agency
                                         Confirmation may be considered satisfied with respect to the Certificates pursuant to
                                         Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder not consenting to such amendment or supplement, as evidenced by an
                                         Opinion of Counsel;



 


		(viii)	to
                                         modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement
                                         (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
                                         Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
                                         Control Termination Event has not occurred and is not continuing and with respect to
                                         any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, determine
                                         that the commercial mortgage backed securities industry standard for such provisions
                                         has changed, in order to conform to such industry standard, (b) such modification does
                                         not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor
                                         Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an
                                         Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
                                         and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
                                         agencies have delivered a confirmation that such action will not result in the downgrade,
                                         withdrawal or qualification of its then current ratings (provided that such rating
                                         agency confirmation may be considered satisfied in the same manner as any Rating Agency
                                         Confirmation may be considered satisfied with respect to the Certificates pursuant to
                                         Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders, as evidenced
                                         by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
                                         of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided,
                                         further, that the Certificate Administrator shall give notice of any such amendment
                                         



 






    	 	 A-3-8	 



     


    

 


	 	 	to
                                         the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
                                         Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
                                         Administrator shall post such notice to the Certificate Administrator’s Website;
                                         or



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as would be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans that are required to be distributed on a Certificate of any class without the consent
                                         of the Holder of the Certificate or which are required to be distributed to a Companion
                                         Holder without the consent of such Companion Holder; or



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Holder without the consent of the Holders of all Certificates of such Class then outstanding
                                         or such Companion Holders, as applicable; or



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary under the
                                         Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or



 






    	 	 A-3-9	 



     


    

 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the related Intercreditor Agreement, the consent of the holder of any AB Subordinate
                                         Companion Loan for each Serviced AB Whole Loan.



 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
B and Class C Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class 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)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the
terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon


 






    	 	 A-3-10	 



     


    

 


reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 






    	 	 A-3-11	 



     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-3 Certificate to be duly executed.


 





	 	WELLS FARGO
    BANK, NATIONAL ASSOCIATION,
	 	not in
    its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated:
______________








 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-3 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
______________


 


	 	WELLS FARGO
    BANK, NATIONAL ASSOCIATION,
	 	not in
    its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



 






    	 	 A-3-12	 



     


    


 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ______________________________
____________________________________________________ (please print or typewrite name(s) and address(es), including postal zip
code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-3
Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of
the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class A-3 Certificate of the entire Percentage Interest represented
by the within Class A-3 Certificates to the above-named Assignee(s) and to deliver such Class A-3 Certificate to the following
address:


 


Date:
_________________ 





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






 






    	 	 A-3-13	 



     


    


 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________ _______________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type
    name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification
    Number






 






    	 	 A-3-14	 



     


    

 





EXHIBIT
A-4


 


CSAIL
2016-C6 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS A-4


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, 


 





 



 





1
     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2     Global Certificate legend.


 






    	 	 A-4-1	 



     


    

 




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


 






    	 	 A-4-2	 



     


    

 


CSAIL
2016-C6 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS A-4


 


	Pass-Through
    Rate:  2.8233%	 	 
	 	 	 
	First
    Distribution Date: June 17, 2016	 	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in May 2016 for that Mortgage Loan (or, in the case of any
    Mortgage Loan that has its first Due Date in June 2016, the date that would have been its Due Date in May 2016 under the terms
    of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Certificate Principal Amount of the Class A-4 Certificates:  $128,500,000	 	 
	 	 	 





	CUSIP:  12636MAD0

        
	 	Initial
    Certificate Principal Amount of this Certificate: $[   ]
	 	 	 
	ISIN:      12636MAD02	 	 
	 	 	 
	Common
    Code: 142035863	 	 
	 	 	 
	No.:  A-4-1	 	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-4 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision
of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.
Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-5, Class A-SB, Class X-A,
Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class E, Class F,
Class NR, Class R and Class Z Certificates (together with the


 






    	 	 A-4-3	 



     


    

 


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 May 1, 2016
(the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Torchlight Loan Services,
LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto
in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in June 2016 (each such
date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-4 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-4 Certificates
is the calendar month prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are
required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder provided the Certificate Administrator with written
wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder
at its address in the Certificate Register. The final


 






    	 	 A-4-4	 



     


    

 


distribution
on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the
extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies
given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein),
amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution
Account, the Upper Tier


 






    	 	 A-4-5	 



     


    

 


REMIC
Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve Account
(to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to
the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase
Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) $100 to be deposited by the
Depositor into the Upper-Tier REMIC Distribution Account on the Closing Date in respect of the Class X-D Certificates; 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, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
                                         



 






    	 	 A-4-6	 



     


    

 


		 	which
                                         may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests
                                         of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense
                                         of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
                                         from each Rating Agency with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such
                                         action is necessary or desirable to maintain such qualification or to avoid or minimize
                                         the risk of the imposition of any such tax and (b) such action will not adversely
                                         affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing
                                         Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer
                                         of the Class R Certificates; provided the Depositor has determined that such change
                                         shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or
                                         any of the Certificateholders (other than the Transferor) to be subject to a federal
                                         tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S.
                                         Tax Person;



 


		(vi)	to
                                         revise or add any other provisions with respect to matters or questions arising under
                                         the Pooling and Servicing Agreement or any other change; provided that the required
                                         action shall not adversely affect in any material respect the interests of any Certificateholder
                                         or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
                                         or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party
                                         requesting such amendment or as evidenced by a Rating Agency Confirmation from each of
                                         the Rating Agencies with respect to such amendment or supplement and confirmation of
                                         the applicable rating agencies that such action will not result in the downgrade, withdrawal
                                         or qualification of its then-current ratings of any securities related to a Companion
                                         Loan, if any (provided that such rating agency confirmation may be considered
                                         satisfied in the same manner as any Rating Agency 



 






    	 	 A-4-7	 



     


    

 


	 	 	Confirmation
                                         may be considered satisfied with respect to the Certificates pursuant to Section 3.25
                                         of the Pooling and Servicing Agreement);



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any securities related to a Companion Loan, if any (provided that such rating
                                         agency confirmation may be considered satisfied in the same manner as any Rating Agency
                                         Confirmation may be considered satisfied with respect to the Certificates pursuant to
                                         Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder not consenting to such amendment or supplement, as evidenced by an
                                         Opinion of Counsel;



 


		(viii)	to
                                         modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement
                                         (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
                                         Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
                                         Control Termination Event has not occurred and is not continuing and with respect to
                                         any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, determine
                                         that the commercial mortgage backed securities industry standard for such provisions
                                         has changed, in order to conform to such industry standard, (b) such modification does
                                         not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor
                                         Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an
                                         Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
                                         and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
                                         agencies have delivered a confirmation that such action will not result in the downgrade,
                                         withdrawal or qualification of its then current ratings (provided that such rating
                                         agency confirmation may be considered satisfied in the same manner as any Rating Agency
                                         Confirmation may be considered satisfied with respect to the Certificates pursuant to
                                         Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders, as evidenced
                                         by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
                                         of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided,
                                         further, that the Certificate Administrator shall give notice of any such amendment
                                         to the 17g-5 Information Provider for posting to the 17g-5 Information 



 






    	 	 A-4-8	 



     


    

 


	 	 	Provider’s
                                         Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
                                         Administrator shall post such notice to the Certificate Administrator’s Website;
                                         or



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as would be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans that are required to be distributed on a Certificate of any class without the consent
                                         of the Holder of the Certificate or which are required to be distributed to a Companion
                                         Holder without the consent of such Companion Holder; or



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Holder without the consent of the Holders of all Certificates of such Class then outstanding
                                         or such Companion Holders, as applicable; or



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary under the
                                         Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or



 






    	 	 A-4-9	 



     


    

 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the related Intercreditor Agreement, the consent of the holder of any AB Subordinate
                                         Companion Loan for each Serviced AB Whole Loan.



 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
B and Class C Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class 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)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the
terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon


 






    	 	 A-4-10	 



     


    

 


reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 



    	 	 A-4-11	 



     


    




 





IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-4 Certificate to be duly executed.


 





	 	WELLS FARGO
    BANK, NATIONAL ASSOCIATION,
	 	not in
    its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated:
______________








 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-4 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
______________


 


	 	WELLS FARGO
    BANK, NATIONAL ASSOCIATION,
	 	not in
    its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



 






    	 	 A-4-12	 



     


    


 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ______________________________
____________________________________________________ (please print or typewrite name(s) and address(es), including postal zip
code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-4
Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of
the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class A-4 Certificate of the entire Percentage Interest represented
by the within Class A-4 Certificates to the above-named Assignee(s) and to deliver such Class A-4 Certificate to the following
address:


 


Date:
_________________ 





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






 






    	 	 A-4-13	 



     


    


 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________ _______________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type
    name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification
    Number






 



    	 	 A-4-14	 



     


    

 



EXHIBIT
A-5


 


CSAIL
2016-C6 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS A-5


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,


 





 



 





1         Legend required as
long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2          Global Certificate
legend.


 







 






    	A-5-1



     

    

 


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


 






    	A-5-2



     

    

 


CSAIL
2016-C6 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS A-5


 


	Pass-Through Rate:  3.0898%	 
	 	 
	First Distribution Date: June 17, 2016	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in May 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in June 2016, the date that would have been its Due Date in May 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Principal Amount of the Class A-5 Certificates:  $198,130,000	 
	 	 





	
        CUSIP:  12636MAE8 
	Initial Certificate Principal Amount of this Certificate: $[   ]
	 	 
	
        ISIN:      US12636MAE84

         
	 
	Common Code: 142035880	 
	 	 
	No.:  A-5-1	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-5 Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A,
Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B,


 






    	A-5-3



     

    

 


Class C, Class D, Class E, Class F,
Class NR, Class R and Class Z Certificates (together with the Class A-5 Certificates, the “Certificates”; the
Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as
Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Torchlight Loan Services, LLC, as Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in June 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-5 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-5 Certificates is the calendar
month prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions 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-5-4



     

    

 


(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(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent


 






    	A-5-5



     

    

 


of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve
Account (to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) $100 to be deposited
by the Depositor into the Upper-Tier REMIC Distribution Account on the Closing Date in respect of the Class X-D Certificates; 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, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered 



 






    	A-5-6



     

    




 


certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;


 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the
                                                           Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in
                                                           any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not
                                                           consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party
                                                           requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to
                                                           such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the
                                                           downgrade, withdrawal or qualification of its then-current ratings of any securities related to a



 






    	A-5-7



     

    

 


Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with
respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to
any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, 



 






    	A-5-8



     

    

 


that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or


 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(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 



 






    	A-5-9



     

    

 





Loan Seller;
or


 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class
C Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class 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)
for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 






    	A-5-10



     

    

 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 






    	A-5-11



     

    







 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-5 Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-5 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



 






    	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-5 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate
Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-5 Certificate of the entire Percentage
Interest represented by the within Class A-5 Certificates to the above-named Assignee(s)
and to deliver such Class A-5 Certificate to the following address:


 


Date: _________________ 


 





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






 






    	A-5-13



     

    

 


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 2016-C6
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS A-SB


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,


 





 



 


1         Legend required as
long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2          Global Certificate
legend.



 






    	A-6-1



     

    

 


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


 






    	A-6-2



     

    

 


CSAIL 2016-C6
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS A-SB


 


	Pass-Through Rate:  2.9599%	 
	 	 
	First Distribution Date: June 17, 2016	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in May 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in June 2016, the date that would have been its Due Date in May 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Principal Amount of the Class A-SB Certificates:  $33,186,000	 
	 	 





	
        CUSIP:  12636MAF5

          
	Initial Certificate Principal Amount of this Certificate: $[   ]
	
        ISIN:      US12636MAF59

         
	 
	Common Code: 142035901	 
	 	 
	No.:  A-SB-1	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-SB Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A,
Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B,


 






    	A-6-3



     

    

 


Class C, Class D, Class E, Class F,
Class NR, 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 May 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as
Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Torchlight Loan Services, LLC, as Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in June 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-SB Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-SB Certificates is the calendar
month prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise


 






    	A-6-4



     

    

 


(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(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent


 






    	A-6-5



     

    

 


of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve
Account (to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) $100 to be deposited
by the Depositor into the Upper-Tier REMIC Distribution Account on the Closing Date in respect of the Class X-D Certificates; 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, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered 



 






    	A-6-6



     

    

 


certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;


 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the
                                                           Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in
                                                           any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not
                                                           consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party
                                                           requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to
                                                           such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the
                                                           downgrade, withdrawal or qualification of its then-current ratings of any securities related to a



 






    	A-6-7



     

    

 


Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with
respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to
any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, 



 



    	A-6-8



     

    




 


that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or


 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(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 



 






    	A-6-9



     

    

 


Loan Seller;
or


 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class
C Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class 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)
for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 






    	A-6-10



     

    

 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 






    	A-6-11



     

    

 


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: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-SB Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



 






    	A-6-12



     

    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ______________________________
____________________________________________________ (please print or typewrite name(s) and address(es), including postal zip
code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class
A-SB Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate
Register of the Trust Fund.


 


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


 


Date: _________________ 


 





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






 






    	A-6-13



     

    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






 






    	A-6-14



     

    





 


EXHIBIT
A-7


 


CSAIL 2016-C6
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS X-A


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNTS OF THE CLASS A-1, CLASS A-2,
CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB AND CLASS A-S CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-A CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 





 



 


1         Legend required as
long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2          Global Certificate
legend.



 






    	A-7-1



     

    

 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    	A-7-2



     

    

 


CSAIL 2016-C6
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS X-A


 


	Pass-Through Rate:  Variable IO1	 
	 	 
	First Distribution Date: June 17, 2016	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in May 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in June 2016, the date that would have been its Due Date in May 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Notional Amount of the Class X-A Certificates:  $594,787,000	 
	 	 




	
        CUSIP: 12636MAG3
	
        Initial Notional Amount of this
Certificate:  $[500,000,000][94,787,000] 

	 	 
	ISIN:     US12636MAG33	 
	
         

        Common Code: 142035898

        
	 
	 	 
	No.:  [X-A-1] [X-A-2]	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-A Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class
X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class R and
Class Z Certificates (together with the Class X-


 








 



 


1         The initial approximate Pass-Through Rate as of the Closing Date is 1.9773%.







    	A-7-3



     

    

 


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 May 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as
Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Torchlight Loan Services, LLC, as Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in June 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-A Certificates for such
Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-A Certificates is the calendar
month prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final


 






    	A-7-4



     

    

 


distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier


 






    	A-7-5



     

    

 


REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve
Account (to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) $100 to be deposited
by the Depositor into the Upper-Tier REMIC Distribution Account on the Closing Date in respect of the Class X-D Certificates; 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, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and 



 






    	A-7-6



     

    




 


Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;


 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation 



 






    	A-7-7



     

    

 


may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with
respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to
any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment 



 






    	A-7-8



     

    

 


to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or


 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 






    	A-7-9



     

    

 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class
C Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class 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)
for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon


 






    	A-7-10



     

    

 


reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 






    	A-7-11



     

    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-A Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class X-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



 






    	A-7-12



     

    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ______________________________
____________________________________________________ (please print or typewrite name(s) and address(es), including postal zip
code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class X-A Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate
Register of the Trust Fund.


 


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


 


Date: _________________ 





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






 






    	A-7-13



     

    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






  



    	A-7-14



     

    

 


EXHIBIT
A-8


 


CSAIL 2016-C6
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS X-B


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS B CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-B CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 





 



 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global
                                         Certificate legend.




 



    	 A-8-1



     

    

 





THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    	 A-8-2



     

    

 


CSAIL 2016-C6
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS X-B


 


	Pass-Through Rate: Variable IO1	 	 
	 	 	 
	First Distribution Date: June 17, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in May 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in June 2016, the date that would have been its Due Date in May 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-B Certificates: $34,536,000	 	 


 


	
        CUSIP: 12636MAH1

         
	 	
        Initial Notional Amount of this Certificate:

        

        $[    ]

        

	ISIN:    US12636MAH16	 	 
	 	 	 
	Common Code: 142035910	 	 
	 	 	 
	No.: X-B-1	 	 


 


This certifies that
[            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class X-B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict
between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate
shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class
B, Class C, Class D, Class E, Class F, Class NR, Class R and Class Z Certificates (together with the Class X-


 





 



 


1
 The initial approximate Pass-Through Rate as of the Closing Date is 0.9880%.


 



    	 A-8-3



     

    

 


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 May 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as
Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Torchlight Loan Services, LLC, as Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in June 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-B Certificates for such
Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-B Certificates is the calendar
month prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final


 



    	 A-8-4



     

    

 


distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier


 



    	 A-8-5



     

    

 


REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve
Account (to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) $100 to be deposited
by the Depositor into the Upper-Tier REMIC Distribution Account on the Closing Date in respect of the Class X-D Certificates; 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, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and 



 






    	 A-8-6



     

    

 


Servicing
Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to
correct any error;


 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation 



 






    	 A-8-7



     

    

 


may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with
respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to
any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment 



 






    	 A-8-8



     

    

 


to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or


 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 



    	 A-8-9



     

    

 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class
C Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class 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)
for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon


 



    	 A-8-10



     

    

 


reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 



    	 A-8-11



     

    




 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-B Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



 






    	 A-8-12



     

    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ______________________________
____________________________________________________ (please print or typewrite name(s)
and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class X-B Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s)
on the Certificate Register of the Trust Fund.


 


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


 


Date: _________________ 





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






 






    	 A-8-13



     

    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






 



    	 A-8-14



     

    

 


EXHIBIT
A-9


 


CSAIL 2016-C6
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS X-D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE


 





 



 


		1	Temporary
                                         Regulation S Global Certificate legend.



 


		2	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Global
                                         Certificate legend.




 






    	 A-8-1



     

    

 


INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS D CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-”U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CLASS X-D CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL OTHER THAN A PAYMENT OF $100 ON THE FIRST DISTRIBUTION DATE.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    	 A-8-2



     

    

 


CSAIL 2016-C6
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS X-D


 


	Pass-Through Rate: 0.0000%	 	 
	 	 	 
	First Distribution Date: June 17, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in May 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in June 2016, the date that would have been its Due Date in May 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-D Certificates: $42,210,000	 	 
	 	 	 


 


	
        CUSIP:  12636MAM01

        U2287PAA92

        12636MAN83

         
	 	
        Initial Notional Amount of this Certificate:

        

        $[    ]

	
        ISIN:    US12636MAM014

USU2287PAA945

US12636MAN836
	 	 
	 	 	 
	Common Code: 1420359367 
 1420360968	 	 
	 	 	 
	No.: [X-D-1] [X-D-S-1]	 	 


 





 



 


1
For Rule 144A Certificates


 


2
For Regulation S Certificates


 


3
For IAI Certificates


 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates



 






    	 A-8-3



     

    

 


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 X-D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict
between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate
shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class X-F, Class X-NR, Class A-S, Class
B, Class C, Class D, Class E, Class F, Class NR, Class R and Class Z Certificates (together with the Class X-D Certificates, the
“Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as
Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Torchlight Loan Services, LLC, as Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in June 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-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


 



    	 A-8-4



     

    

 



Accrual Period” with respect to any Distribution Date and with respect to the Class X-D Certificates is the calendar
month prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date


 



    	 A-8-5



     

    

 


in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier REMIC Distribution Account, the 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) $100 to be deposited
by the Depositor into the Upper-Tier REMIC Distribution Account on the Closing Date in respect of the Class X-D Certificates; 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-8-6



     

    

 


Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a



 






    	 A-8-7



     

    

 


 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 or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions
of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination
Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC 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 



 






    	 A-8-8



     

    

 


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


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of 



 






    	 A-8-9



     

    

 


which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of


 



    	 A-8-10



     

    

 


the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class
C Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class 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)
for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


 



    	 A-8-11



     

    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-D Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



 






    	 A-8-12



     

    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ______________________________
____________________________________________________ (please print or typewrite name(s)
and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class X-D Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s)
on the Certificate Register of the Trust Fund.


 


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


 


Date: _________________ 





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






 






    	 A-8-13



     

    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






 



    	 A-8-14



     

    








 


EXHIBIT
A-10


 


CSAIL 2016-C6
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS X-E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE


 


 



 


		1	Temporary
                                         Regulation S Global Certificate legend.



 


		2	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Global
                                         Certificate legend.




 



    	 A-10-1



     

    

 


INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS E CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-”U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CLASS X-E CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    	 A-10-2



     

    

 


CSAIL 2016-C6
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS X-E


 


	Pass-Through Rate: 1.0000%	 	 
	 	 	 
	First Distribution Date: June 17, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in May 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in June 2016, the date that would have been its Due Date in May 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-E Certificates: $20,146,000	 	 





 


	
        CUSIP:  12636MAP31

        U2287PAB72

        12636MAQ13

         
	 	
        Initial Notional Amount of this Certificate:

        

        $[    ]

         

	
        ISIN:    US12636MAP324

        USU2287PAB775

        US12636MAQ156

        
	 	 
	 	 	 
	Common Code: 1420359447 

1420360028	 	 
	 	 	 
	No.: [X-E-1][X-E-S-1]	 	 


 





 



 





1
For Rule 144A Certificates


 


2
For Regulation S Certificates


 


3
For IAI Certificates


 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates



 






    	 A-10-3



     

    

 


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 X-E Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict
between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate
shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class X-F, Class X-NR, Class A-S, Class
B, Class C, Class D, Class E, Class F, Class NR, Class R and Class Z Certificates (together with the Class X-E Certificates, the
“Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as
Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Torchlight Loan Services, LLC, as Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in June 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-E Certificates for such
Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-E


 



    	 A-10-4



     

    

 


Certificates is the calendar
month prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein)


 



    	 A-10-5



     

    

 


or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier REMIC Distribution Account, the 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) $100 to be deposited
by the Depositor into the Upper-Tier REMIC Distribution Account on the Closing Date in respect of the Class X-D Certificates; and
(xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock box accounts, cash collateral accounts,
escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 






    	 A-10-6



     

    

 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 






    	 A-10-7



     

    

 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions
of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination
Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC 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



 






    	 A-10-8



     

    

 


			 (provided that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or 



 



    	 A-10-9



     

    

 


such Companion Holders, as applicable; or


 





		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 






    	 A-10-10



     

    

 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class
C Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class 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)
for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 






    	 A-10-11



     

    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-E Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



 






    	 A-10-12



     

    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ______________________________
____________________________________________________ (please print or typewrite name(s)
and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class X-E Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s)
on the Certificate Register of the Trust Fund.


 


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


 


Date: _________________ 





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






 






    	 A-10-13



     

    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






 



    	 A-10-14



     

    

 


EXHIBIT
A-11


 


CSAIL 2016-C6
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS X-F


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE


 





 



 


		1	Temporary Regulation S Global
Certificate legend.



 


		2	Legend required as long as
DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.




 



    	 A-11-1



     

    

 


INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS F CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-”U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CLASS X-F CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    	 A-11-2



     

    

 


CSAIL 2016-C6
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS X-F


 


	Pass-Through Rate: 1.0000%	 	 
	 	 	 
	First Distribution Date: June 17, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in May 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in June 2016, the date that would have been its Due Date in May 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-F Certificates: $8,634,000	 	 





 


	
        CUSIP:  12636MAR91

        U2287PAC52

        12636LMAS73

         
	 	
        Initial Notional Amount of this Certificate:

        

        $[    ]

         

	
        ISIN:    US12636MAR974

USU2287PAC505

US12636MAS706
	 	 
	 	 	 
	
        Common Code: 1420360707

        

        1420361008

        
	 	 
	 	 	 
	No.: [X-F-1][X-F-S-1]	 	 


 





 



 


1
For Rule 144A Certificates


 


2
For Regulation S Certificates


 


3
For IAI Certificates


 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates



 






    	 A-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 X-F Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict
between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate
shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class X-E, Class X-NR, Class A-S, Class
B, Class C, Class D, Class E, Class F, Class NR, Class R and Class Z Certificates (together with the Class X-F Certificates, the
“Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as
Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Torchlight Loan Services, LLC, as Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in June 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-F Certificates for such
Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-F


 



    	 A-11-4



     

    

 


Certificates is the calendar
month prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein)


 



    	 A-11-5



     

    

 


or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier REMIC Distribution Account, the 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) $100 to be deposited
by the Depositor into the Upper-Tier REMIC Distribution Account on the Closing Date in respect of the Class X-D Certificates; 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-11-6



     

    

 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 






    	 A-11-7



     

    

 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions
of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination
Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC 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



 






    	 A-11-8



     

    

 


 (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or 



 






    	 A-11-9



     

    

 


such Companion Holders, as applicable; or


 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 






    	 A-11-10



     

    

 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class
C Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class 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)
for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 



    	 A-11-11



     

    




 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-F Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-F Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



 






    	 A-11-12



     

    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ______________________________
____________________________________________________ (please print or typewrite name(s)
and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class X-F Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s)
on the Certificate Register of the Trust Fund.


 


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


 


Date: _________________ 





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






 






    	 A-11-13



     

    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






 



    	 A-11-14



     

    

 

EXHIBIT A-12


 


CSAIL 2016-C6
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS X-NR


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE


 





 




 


		1	Temporary Regulation S Global
Certificate legend.



 



		2	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.




 






    A-12-1


     

    

 


INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS NR CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-”U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CLASS X-NR CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    A-12-2


     

    

 


CSAIL 2016-C6
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS X-NR


 


	Pass-Through Rate:  1.0000%	 	 
	 	 	 
	First Distribution Date: June 17, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in May 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in June 2016, the date that would have been its Due Date in May 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-NR Certificates:  $33,577,461	 	 
	 	 	 





	
        CUSIP: 12636MAT51

U2287PAD32

12636MAU23

         
	 	
        Initial Notional Amount of this
Certificate:

        $[    ]

         

	
        ISIN: US12636MAT534

USU2287PAD345

US12636MAU276
	 	 
	 	 	 
	
        Common Code: 1420359527 

        1420361188
	 	 
	 	 	 
	No.:  [X-NR-1][X-NR-S-1]	 	 


 


 






 


1
For Rule 144A Certificates


 


2
For Regulation S Certificates


 


3
For IAI Certificates


 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates




 






    A-12-3


     

    

  


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 X-NR Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class
X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class R and
Class Z Certificates (together with the Class X-NR Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as
Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Torchlight Loan Services, LLC, as Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in June 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-NR Certificates for such
Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-NR


 






    A-12-4


     

    

  


Certificates is the calendar
month prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein)


 






    A-12-5


     

    

  


or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier REMIC Distribution Account, the 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) $100 to be deposited
by the Depositor into the Upper-Tier REMIC Distribution Account on the Closing Date in respect of the Class X-D Certificates; and
(xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock box accounts, cash collateral accounts,
escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 



    A-12-6


     

    

 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 



    A-12-7


     

    

 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions
of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination
Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC 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



 



    A-12-8


     

    

 





			 (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or 



 



    A-12-9


     

    

 


			 such Companion Holders, as applicable; or


  


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 



    A-12-10


     

    

 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class
C Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class 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)
for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 



    A-12-11


     

    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-NR Certificate to be duly executed.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory





 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-NR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



 






    A-12-12


     

    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ______________________________
____________________________________________________ (please print or typewrite name(s) and address(es), including postal zip
code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class X-NR Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate
Register of the Trust Fund.


 


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


 


Date: _________________ 





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






 



    A-12-13


     

    

  


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






 



    A-12-14


     

    

 


EXHIBIT
A-13


 


CSAIL 2016-C6
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS A-S


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, 


 





 



 


		1	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.




 






    A-13-1


     

    

 


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


 






    A-13-2


     

    

   


CSAIL 2016-C6
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS A-S


 


	Pass-Through Rate: 3.3464% 	 	 
	 	 	 
	First Distribution Date: June 17, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in May 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in June 2016, the date that would have been its Due Date in May 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class A-S Certificates:  $57,560,000	 	 
	 	 	 





	
        CUSIP:
12636MAJ7

         
	 	Initial Certificate Principal Amount of this Certificate: $[   ] 
	
        ISIN: US12636MAJ71
	 	 
	 	 	 
	Common Code: 142036037	 	 
	 	 	 
	No.:  A-S-1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-S Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB,
Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class B, Class C, Class D, Class E,
Class F, Class NR, Class R and Class Z Certificates (together with the


 






    A-13-3


     

    

 


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 May 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as
Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Torchlight Loan Services, LLC, as Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in June 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-S Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-S Certificates is the calendar
month prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final


 






    A-13-4


     

    

 


distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier


 






    A-13-5


     

    

 


REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve
Account (to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) $100 to be deposited
by the Depositor into the Upper-Tier REMIC Distribution Account on the Closing Date in respect of the Class X-D Certificates; 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, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and



 



    A-13-6


     

    

 





			  Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;


 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation



 



    A-13-7


     

    

 





		 
	may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with
respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to
any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment



 



    A-13-8


     

    

 





			 to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or


 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 



    A-13-9


     

    

 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class
C Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class 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)
for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon


 






    A-13-10


     

    

 


reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 



    A-13-11


     

    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-S Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-S Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 



    A-13-12


     

    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ______________________________
____________________________________________________ (please print or typewrite name(s) and address(es), including postal zip
code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class 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-13-13


     

    

  


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-13-14


     

    

  


EXHIBIT
A-14


 


CSAIL 2016-C6
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS B


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,


 


 






 


		1	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.









  






    A-14-1


     

    

 


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


 






    A-14-2


     

    

 


CSAIL 2016-C6
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS B


 


	Pass-Through Rate:  The lesser of 3.9239% per annum and the WAC Rate	 	 
	 	 	 
	First Distribution Date: June 17, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in May 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in June 2016, the date that would have been its Due Date in May 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class B Certificates:  $34,536,000	 	 
	 	 	 
	
        CUSIP:  12636MAK4

         
	 	Initial Certificate Principal Amount of this Certificate: $[   ] 
	
        ISIN: US12636MAK45
	 	 
	 	 	 
	Common Code: 142035928	 	 
	 	 	 
	No.:  B-1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class B Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB,
Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class C, Class D, Class E, Class F,
Class NR, Class R and Class Z Certificates (together with the Class B Certificates, the


 






    A-14-3


     

    

 


“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 May 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as
Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Torchlight Loan Services, LLC, as Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in June 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class B Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class B Certificates is the calendar month
prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final


 






    A-14-4


     

    

 


distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier


 






    A-14-5


     

    

 


REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve
Account (to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) $100 to be deposited
by the Depositor into the Upper-Tier REMIC Distribution Account on the Closing Date in respect of the Class X-D Certificates; 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, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and



 



    A-14-6


     

    

 





			 Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;


 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation



 



    A-14-7


     

    

 





			may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with
respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to
any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment 



 



    A-14-8


     

    

 





			to the 17g-5 Information Provider
for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; or


 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 



    A-14-9


     

    

 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class
C Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class 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)
for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon


 






    A-14-10


     

    

 


reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 



    A-14-11


     

    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class B Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



 






    A-14-12


     

    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ______________________________
____________________________________________________ (please print or typewrite name(s) and address(es), including postal zip
code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class 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-14-13


     

    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-14-14


     

    



 


EXHIBIT
A-15


 


CSAIL 2016-C6
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS C


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,


 





 



 


1
    Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
    Global Certificate legend.



 






    	A-15-1 



    	 



    

 


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


 




    	A-15-2 



    	 



    

 


CSAIL 2016-C6
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS C


 


	Pass-Through Rate:  WAC Rate1	 	 
	 	 	 
	First Distribution Date: June 17, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in May 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in June 2016, the date that would have been its Due Date in May 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class C Certificates:  $33,577,000	 	 
	 	 	 
	CUSIP: 12636MAL2	 	Initial Certificate Principal Amount of this Certificate: $[   ] 
	 	 	 
	
        ISIN:     US12636MAL28
	 	 
	 	 	 
	Common Code: 142036053	 	 
	 	 	 
	No.:  C-1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class C Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB,
Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class D, Class E, Class F,
Class NR, Class R and Class Z Certificates (together with the Class C Certificates, the


 





 



 


1
     The initial approximate Pass-Through Rate as of the Closing Date is 4.9119%


 






    	A-15-3 



    	 



    

 


“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 May 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as
Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Torchlight Loan Services, LLC, as Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in June 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class C Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class C Certificates is the calendar month
prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final


 






    	A-15-4 



    	 



    

 


distribution
on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier


 






    	A-15-5 



    	 



    

 


REMIC
Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve Account
(to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to
the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase
Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) $100 to be deposited by the
Depositor into the Upper-Tier REMIC Distribution Account on the Closing Date in respect of the Class X-D Certificates; 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, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and



 






    	A-15-6 



    	 



    

 





		 	Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;





 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation



 






    	A-15-7 



    	 



    

 


		 	may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);





 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with
respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to
any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment



 






    	A-15-8 



    	 



    

 





			to the 17g-5 Information Provider
for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; or


 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 






    	A-15-9 



    	 



    

 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class
C Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class 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)
for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon


 






    	A-15-10 



    	 



    

 


reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


  




    	A-15-11 



    	 



    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class C Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


 


Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class C Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory





 




    	A-15-12 



    	 



    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ______________________________
____________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class 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-15-13 



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






 




    	A-15-14 



    	 



    

 


EXHIBIT
A-16


 


CSAIL 2016-C6
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE,
THE COMPANION LOAN HOLDERS, THE INITIAL 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-16-1 



    	 



    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH
TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT,
OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS, AND ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    	A-16-2 



    	 



    

 


CSAIL 2016-C6
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS D


 


	Pass-Through Rate:  WAC Rate1	 	 
	 	 	 
	First Distribution Date: June 17, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in May 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in June 2016, the date that would have been its Due Date in May 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class D Certificates:  $42,210,000	 	 
	 	 	 
	
        CUSIP:  12636MAV02

U2287PAE13

12636MAW84
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	 	 	 
	
        ISIN:    US12636MAV005

USU2287PAE176

US12636MAW827
	 	 
	 	 	 
	Common Code: 1420359798  	 	 
	1420361269	 	 
	No.:  D-1	 	 


 





 



 


1
The initial approximate Pass-Through Rate as of the Closing Date is 4.9119%


 


2
For Rule 144A Certificates


 


3
For Regulation S Certificates


 


4
For IAI Certificates


 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates



 






    	A-16-3 



    	 



    

 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class D Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A,
Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class E, Class F, Class
NR, 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 May 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as
Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Torchlight Loan Services, LLC, as Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in June 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class D Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest


 






    	A-16-4 



    	 



    

 


Accrual
Period” with respect to any Distribution Date and with respect to the Class D Certificates is the calendar month prior
to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date


 






    	A-16-5 



    	 



    

 


in
the month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s
beneficial interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA;
(iv) all revenues received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master
Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the
insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement
and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease
enhancement policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest
therein); (viii) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s
interest therein), amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower
Tier REMIC Distribution Account, the Upper Tier REMIC Distribution Account, the 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) $100 to be deposited by the Depositor into the Upper-Tier REMIC Distribution Account on the Closing Date in respect
of the Class X-D Certificates; 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-16-6 



    	 



    

 


Representations
Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a



 






    	A-16-7 



    	 



    

 





		 	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 or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions
of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination
Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC 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



 






    	A-16-8 



    	 



    

 





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


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of 



 






    	A-16-9 



    	 



    

 





		 	which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of


 






    	A-16-10 



    	 



    

 


the
Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance
of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class
C Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class 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)
for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


  




    	A-16-11 



    	 



    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class D Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


 


Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory





 




    	A-16-12 



    	 



    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ______________________________
____________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class 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-16-13 



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number









 




    	A-16-14 



    	 



    

 


EXHIBIT
A-17


 


CSAIL 2016-C6
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE


 





 



 


1
    Temporary Regulation S Global Certificate legend.


 


2
    Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
    Global Certificate legend.



 






    	A-17-1 



    	 



    

 


INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH


 






    	A-17-2 



    	 



    

 


RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING
AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    	A-17-3 



    	 



    

 


CSAIL 2016-C6
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS E


 


	Pass-Through Rate:  WAC Rate minus 1.0000%1	 	 
	 	 	 
	First Distribution Date: June 17, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in May 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in June 2016, the date that would have been its Due Date in May 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class E Certificates:  $20,146,000	 	 


 


	
        CUSIP:  12636MAX62

U2287PAF83

12636MAY44
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	 	 	 
	
        ISIN:    US12636MAX655

USU2287PAF816

US12636MAY497
	 	 
	 	 	 
	Common Code: 1420359878  	 	 
	1420360299	 	 



 





 



 


1
The initial approximate Pass-Through Rate as of the Closing Date is 3.9119%


 


2
For Rule 144A Certificates


 


3
For Regulation S Certificates


 


4
For IAI Certificates


 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates




 






    	A-17-4 



    	 



    

 


	No.:  [E-1][E-S-1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class E Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB,
Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class F,
Class NR, 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 May 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as
Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Torchlight Loan Services, LLC, as Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in June 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class E Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related


 






    	A-17-5 



    	 



    

 


Distribution
Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period” with respect
to any Distribution Date and with respect to the Class E Certificates is the calendar month prior to the month in which such Distribution
Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans


 






    	A-17-6 



    	 



    

 


due
after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii)
any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss
of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in
the Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier REMIC Distribution Account, the 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) $100 to be deposited
by the Depositor into the Upper-Tier REMIC Distribution Account on the Closing Date in respect of the Class X-D Certificates;
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-17-7 



    	 



    

 


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, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a 



 






    	A-17-8 



    	 



    

 





		 	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 or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions
of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination
Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC 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



 






    	A-17-9 



    	 



    

 





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


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of 



 






    	A-17-10 



    	 



    

 





		 	which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of


 






    	A-17-11 



    	 



    

 


the
Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance
of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class
C Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class 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)
for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    	A-17-12 



    	 



    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class E Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


 


Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


  




    	A-17-13 



    	 



    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ______________________________
____________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class 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-17-14 



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 





Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number









 




    	A-17-15 



    	 



    

 


EXHIBIT
A-18


 


CSAIL 2016-C6
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS F


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE


 





 



 


1
     Temporary Regulation S Global Certificate legend.


 


2
     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
     Global Certificate legend.



 






    	A-18-1 



    	 



    

 


INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH


 






    	A-18-2 



    	 



    

 


RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING
AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    	A-18-3 



    	 



    

 


CSAIL 2016-C6
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS F


 


	Pass-Through Rate: WAC Rate minus 1.0000%1	 	 
	 	 	 
	First Distribution Date: June 17, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in May 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in June 2016, the date that would have been its Due Date in May 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class F Certificates:  $8,634,000	 	 


 


	
        CUSIP:  12636MAZ12

U2287PAG63

12636MBA54 
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	 	 	 
	
        ISIN:   US12636MAZ145

USU2287PAG646

US12636MBA537
	 	 
	 	 	 
	
        Common Code: 1420359958 

        1420360459 
	 	 



 





 



 


1
 The initial approximate Pass-Through Rate as of the Closing Date is 3.9119%


 


2
 For Rule 144A Certificates


 


3
 For Regulation S Certificates


 


4
 For IAI Certificates


 


5
 For Rule 144A Certificates


 


6
 For Regulation S Certificates


 


7
 For IAI Certificates


 


8
 For Rule 144A Certificates


 


9
 For Regulation S Certificates



 






    	A-18-4 



    	 



    

 


	No.:  [F-1][F-S-1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class F Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB,
Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class E,
Class NR, 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 May 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as
Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Torchlight Loan Services, LLC, as Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in June 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class F Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 






    	A-18-5 



    	 



    

 


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
prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole


 






    	A-18-6 



    	 



    

 


Loan,
the interests of the related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein)
or the Trust’s beneficial interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related
Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s interest therein);
(v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights
under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any
security agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties
or lease enhancement policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s
interest therein); (viii) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of
the Trust’s interest therein), amounts on deposit in the Collection Account (to the extent of the Trust’s interest
therein), the Lower Tier REMIC Distribution Account, the Upper Tier REMIC Distribution Account, the 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) $100 to be deposited by the Depositor into the Upper-Tier REMIC Distribution Account
on the Closing Date in respect of the Class X-D Certificates; and (xiii) the proceeds of the foregoing (other than any interest
earned on deposits in the lock box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent
such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset


 






    	A-18-7 



    	 



    

 


Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as



 






    	A-18-8 



    	 



    

 





		 	evidenced by an Opinion of
Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person;


 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions
of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination
Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the



 






    	A-18-9 



    	 



    

 





		 	Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 






    	A-18-10 



    	 



    

 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates,


 






    	A-18-11 



    	 



    

 


only
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as
set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class
C Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class 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)
for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


  




    	A-18-12 



    	 



    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class F Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


 


Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class F Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory





 




    	A-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 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-18-14 



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






 




    	A-18-15 



    	 



    

 






EXHIBIT
A-19


 


CSAIL
2016-C6 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS NR


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST
HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE 





 





 






 


		1	Temporary
Regulation S Global Certificate legend.



 


		2	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Global
Certificate legend.




 



     A-19-1


     

    




 


INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL
SECURITIES LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS 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-19-2


     

    

 


RESPECT
TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT
TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND
DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






     A-19-3


     

    

 


CSAIL
2016-C6 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS NR


 


	Pass-Through
    Rate: WAC Rate minus 1.0000%1	 	 
	 	 	 
	First Distribution
    Date: June 17, 2016	 	Cut-Off Date:  With
    respect to each Mortgage Loan, the Due Date in May 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that
    has its first Due Date in June 2016, the date that would have been its Due Date in May 2016 under the terms of that Mortgage
    Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Certificate Principal Amount of the Class NR Certificates:  $33,577,461
	 	 	 





	CUSIP:
                           12636MBB32 
	Initial
    Certificate Principal Amount of this Certificate: $[   ]
	              U2287PAH43	 
	              12636MBC14	 
	 	 
	ISIN:
        US12636MBB375 
	 
	          USU2287PAH486	 
	          US12636MBC107	 
	 	 
	Common
                                    Code: 1420359958

                                    1420360619
	 






 


 









 


1
The initial approximate Pass-Through Rate as of the Closing
Date is 3.9119%


 


2
For Rule 144A Certificates


 


3
For Regulation S Certificates


 


4
For IAI Certificates


 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates






 






     A-19-4


     

    

 


	No.:  [NR-1][NR-S-1]	 
	 	 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class NR Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision
of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.
Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-SB, Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D,
Class E, Class F, 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 May 1, 2016
(the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Torchlight Loan Services,
LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto
in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in June 2016 (each such
date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class NR Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 






     A-19-5


     

    

 


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 prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are
required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder provided the Certificate Administrator with written
wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole


 






     A-19-6


     

    

 


Loan,
the interests of the related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein)
or the Trust’s beneficial interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related
Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s interest therein);
(v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights
under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any
security agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties
or lease enhancement policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s
interest therein); (viii) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of
the Trust’s interest therein), amounts on deposit in the Collection Account (to the extent of the Trust’s interest
therein), the Lower Tier REMIC Distribution Account, the Upper Tier REMIC Distribution Account, the 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) $100 to be deposited by the Depositor into the Upper-Tier REMIC Distribution Account
on the Closing Date in respect of the Class X-D Certificates; and (xiii) the proceeds of the foregoing (other than any interest
earned on deposits in the lock box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent
such interest belongs to the related Mortgagor).


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent
of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes
whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset


 






     A-19-7


     

    

 


Representations Reviewer,
the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar
shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent
of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests
                                         of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense
                                         of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
                                         from each Rating Agency with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such
                                         action is necessary or desirable to maintain such qualification or to avoid or minimize
                                         the risk of the imposition of any such tax and (b) such action will not adversely
                                         affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as



 






     A-19-8


     

    

 


	 	 	evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or
                                         any of the Certificateholders (other than the Transferor) to be subject to a federal
                                         tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S.
                                         Tax Person;



 


		(vi)	to
                                         revise or add any other provisions with respect to matters or questions arising under
                                         the Pooling and Servicing Agreement or any other change; provided that the required
                                         action shall not adversely affect in any material respect the interests of any Certificateholder
                                         or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
                                         or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party
                                         requesting such amendment or as evidenced by a Rating Agency Confirmation from each of
                                         the Rating Agencies with respect to such amendment or supplement and confirmation of
                                         the applicable rating agencies that such action will not result in the downgrade, withdrawal
                                         or qualification of its then-current ratings of any securities related to a Companion
                                         Loan, if any (provided that such rating agency confirmation may be considered
                                         satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
                                         with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
                                         Agreement);



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any securities related to a Companion Loan, if any (provided that such rating
                                         agency confirmation may be considered satisfied in the same manner as any Rating Agency
                                         Confirmation may be considered satisfied with respect to the Certificates pursuant to
                                         Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder not consenting to such amendment or supplement, as evidenced by an
                                         Opinion of Counsel;



 


		(viii)	to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the



 






     A-19-9


     

    

 


	 	 	Code, as evidenced by an
                                         Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
                                         and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
                                         agencies have delivered a confirmation that such action will not result in the downgrade,
                                         withdrawal or qualification of its then current ratings (provided that such rating
                                         agency confirmation may be considered satisfied in the same manner as any Rating Agency
                                         Confirmation may be considered satisfied with respect to the Certificates pursuant to
                                         Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders, as evidenced
                                         by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
                                         of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided,
                                         further, that the Certificate Administrator shall give notice of any such amendment
                                         to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
                                         Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
                                         Administrator shall post such notice to the Certificate Administrator’s Website;
                                         or



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as would be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans that are required to be distributed on a Certificate of any class without the consent
                                         of the Holder of the Certificate or which are required to be distributed to a Companion
                                         Holder without the consent of such Companion Holder; or



 






     A-19-10


     

    

 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Holder without the consent of the Holders of all Certificates of such Class then outstanding
                                         or such Companion Holders, as applicable; or



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary under the
                                         Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the related Intercreditor Agreement, the consent of the holder of any AB Subordinate
                                         Companion Loan for each Serviced AB Whole Loan.



 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates,


 






     A-19-11


     

    

 


only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
B and Class C Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class 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)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the
terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 



     A-19-12


     

    




 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class NR Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This is one of
the Class NR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory







 



     A-19-13


     

    







 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
______________________________ ____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class NR Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


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


 


Date: _________________ 





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






 



     A-19-14


     

    

 


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-19-15


     

    









  


EXHIBIT
A-20


 


CSAIL
2016-C6 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS R


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS,
AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS
CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE
OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE


 






     A-20-1


     

    

 


SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY
TO DISQUALIFIED ORGANIZATIONS, INSTITUTIONS THAT ARE NOT U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTIONS 5.02 AND 5.03
OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR
TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE,
(B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C)
IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D)
IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT
TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE
INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY
THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A
PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS
IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS MULTIPLE “NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN
TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME
TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR
MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO
TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 



     A-20-2


     

    




 


CSAIL
2016-C6 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS R


 


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


  


	CUSIP:
                           12636MBD91 
	 
	              U2287PAJ02	 
	              12636MBE73	 
	 	 
	ISIN:    
US12636MBD924
	 
	              USU2287PAJ045	 
	              US12636MBE756	 
	 	 
	No.:  R-1	 


 


This
certifies that [           ] is the registered owner of an interest in
a Trust Fund, including the distributions to be made with respect to the Class R Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby. In the event that


 





 






 


1
                                         For Rule 144A Certificates


 


2
For Regulation S Certificates


 


3
For IAI Certificates


 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates






 






     A-20-3


     

    

 


there is any conflict between any provision of this Certificate and any provision
of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.
Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-SB, Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D,
Class E, Class F, Class NR and Class 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 May 1, 2016
(the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Torchlight Loan Services,
LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto
in the Pooling and Servicing Agreement.


 


This
Certificate represents the “residual interest” in two “real estate mortgage investment conduits,” as those
terms are defined, respectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in June 2016 (each such
date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of the aggregate amount, if any, allocable to the Class R Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are
required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder provided the Certificate Administrator with written
wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.


 






     A-20-4


     

    

 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the
extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies
given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein),
amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution
Account, the Upper Tier REMIC Distribution Account, the 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


 






     A-20-5


     

    

 


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) $100 to be deposited by the Depositor into the Upper-Tier REMIC Distribution Account on the Closing Date in respect of the
Class X-D Certificates; 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, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 






     A-20-6


     

    

 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests
                                         of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense
                                         of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
                                         from each Rating Agency with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such
                                         action is necessary or desirable to maintain such qualification or to avoid or minimize
                                         the risk of the imposition of any such tax and (b) such action will not adversely
                                         affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing
                                         Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer
                                         of the Class R Certificates; provided the Depositor has determined that such change
                                         shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or
                                         any of the Certificateholders (other than the Transferor) to be subject to a federal
                                         tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S.
                                         Tax Person;



 


		(vi)	to
                                         revise or add any other provisions with respect to matters or questions arising under
                                         the Pooling and Servicing Agreement or any other change; provided that the required
                                         action shall not adversely affect in any material respect the interests of any Certificateholder
                                         or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
                                         or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party
                                         requesting such amendment or as evidenced by a Rating Agency Confirmation from each of
                                         the Rating Agencies with respect to such amendment or supplement and confirmation of
                                         the applicable rating agencies that such action will not result in the downgrade, withdrawal
                                         or qualification of its then-current ratings of any securities related to a Companion
                                         Loan, if any (provided that such rating agency confirmation may be considered
                                         satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
                                         with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
                                         Agreement);



 






     A-20-7


     

    

 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any securities related to a Companion Loan, if any (provided that such rating
                                         agency confirmation may be considered satisfied in the same manner as any Rating Agency
                                         Confirmation may be considered satisfied with respect to the Certificates pursuant to
                                         Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder not consenting to such amendment or supplement, as evidenced by an
                                         Opinion of Counsel;



 


		(viii)	to
                                         modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement
                                         (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
                                         Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
                                         Control Termination Event has not occurred and is not continuing and with respect to
                                         any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, determine
                                         that the commercial mortgage backed securities industry standard for such provisions
                                         has changed, in order to conform to such industry standard, (b) such modification does
                                         not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor
                                         Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an
                                         Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
                                         and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
                                         agencies have delivered a confirmation that such action will not result in the downgrade,
                                         withdrawal or qualification of its then current ratings (provided that such rating
                                         agency confirmation may be considered satisfied in the same manner as any Rating Agency
                                         Confirmation may be considered satisfied with respect to the Certificates pursuant to
                                         Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders, as evidenced
                                         by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
                                         of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided,
                                         further, that the Certificate Administrator shall give notice of any such amendment
                                         to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
                                         Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
                                         Administrator shall post such notice to the Certificate Administrator’s Website;
                                         or



 






     A-20-8


     

    

 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as would be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans that are required to be distributed on a Certificate of any class without the consent
                                         of the Holder of the Certificate or which are required to be distributed to a Companion
                                         Holder without the consent of such Companion Holder; or



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Holder without the consent of the Holders of all Certificates of such Class then outstanding
                                         or such Companion Holders, as applicable; or



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary under the
                                         Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of



 






     A-20-9


     

    

 


	 	 	its
                                         then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the related Intercreditor Agreement, the consent of the holder of any AB Subordinate
                                         Companion Loan for each Serviced AB Whole Loan.



 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
B and Class C Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class 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)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the
terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21


 






     A-20-10


     

    

 


years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 






     A-20-11


     

    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class R Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This is one of
the Class R Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory







 



     A-20-12


     

    




 


 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
______________________________ ____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class R Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


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


 


Date: _________________ 





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










 



     A-20-13


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






 



     A-20-14


     

    








  


EXHIBIT
A-21


 


CSAIL
2016-C6 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, 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 CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS CERTIFICATE.


 



     A-21-1


     

    

 





CSAIL
2016-C6 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C6, CLASS Z


 


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





 


	CUSIP:
12636MBF4 
	 
	 	 
	ISIN: US12636MBF41 
	 
	 	 
	No.:  [Z-1][Z-S-1]	 


 


This
certifies that TORCHLIGHT DEBT OPPORTUNITY FUND V HOLDINGS (CAYMAN), LP 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, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the
Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded
to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class
A-S, Class B, Class C, Class D, Class E, Class F, Class R and Class NR 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 May 1, 2016
(the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Torchlight Loan Services,
LLC, as Special Servicer. To the


 






     A-21-2


     

    

 


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 or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in June 2016 (each such
date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount, if any, allocable to the Class Z Certificates for such Distribution Date, all as more
fully described in the Pooling and Servicing Agreement.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are
required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder provided the Certificate Administrator with written
wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non tendering Certificateholders


 






     A-21-3


     

    

 


concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This
Certificate is limited in right of payment to, among other things, Excess Interest actually collected in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the
extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies
given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein),
amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution
Account, the Upper Tier REMIC Distribution Account, the 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) $100 to be deposited by the Depositor into the Upper-Tier REMIC Distribution Account on the Closing Date in respect of the
Class X-D Certificates; 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,


 






     A-21-4


     

    

 


obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent
of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes
whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar
shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent
of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 






     A-21-5


     

    

 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests
                                         of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense
                                         of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
                                         from each Rating Agency with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such
                                         action is necessary or desirable to maintain such qualification or to avoid or minimize
                                         the risk of the imposition of any such tax and (b) such action will not adversely
                                         affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing
                                         Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer
                                         of the Class R Certificates; provided the Depositor has determined that such change
                                         shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or
                                         any of the Certificateholders (other than the Transferor) to be subject to a federal
                                         tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S.
                                         Tax Person;



 


		(vi)	to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as



 






     A-21-6


     

    

 


	 	 	evidenced
                                         in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
                                         or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with
                                         respect to such amendment or supplement and confirmation of the applicable rating agencies
                                         that such action will not result in the downgrade, withdrawal or qualification of its
                                         then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any securities related to a Companion Loan, if any (provided that such rating
                                         agency confirmation may be considered satisfied in the same manner as any Rating Agency
                                         Confirmation may be considered satisfied with respect to the Certificates pursuant to
                                         Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder not consenting to such amendment or supplement, as evidenced by an
                                         Opinion of Counsel;



 


		(viii)	to
                                         modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement
                                         (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
                                         Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
                                         Control Termination Event has not occurred and is not continuing and with respect to
                                         any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, determine
                                         that the commercial mortgage backed securities industry standard for such provisions
                                         has changed, in order to conform to such industry standard, (b) such modification does
                                         not adversely affect the status of any Trust REMIC as a REMIC 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);



 






     A-21-7


     

    

 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders, as evidenced
                                         by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
                                         of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided,
                                         further, that the Certificate Administrator shall give notice of any such amendment
                                         to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
                                         Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
                                         Administrator shall post such notice to the Certificate Administrator’s Website;
                                         or



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as would be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans that are required to be distributed on a Certificate of any class without the consent
                                         of the Holder of the Certificate or which are required to be distributed to a Companion
                                         Holder without the consent of such Companion Holder; or



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Holder without the consent of the Holders of all Certificates of such Class then outstanding
                                         or such Companion Holders, as applicable; or



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 






     A-21-8


     

    

 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary under the
                                         Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the related Intercreditor Agreement, the consent of the holder of any AB Subordinate
                                         Companion Loan for each Serviced AB Whole Loan.



 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
B and Class C Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of


 






     A-21-9


     

    

 


its Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the
terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 



     A-21-10


     

    




 


IN WITNESS
                                                                                               WHEREOF, the Certificate Administrator has caused this Class Z Certificate to be
                                                                                               duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This is one of
the Class Z Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory









 



     A-21-11


     

    




 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
______________________________ ____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class Z Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


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


 


Date: _________________ 





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






 



     A-21-12


     

    








 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number










 



     A-21-13


     


    



 


EXHIBIT
B


 


MORTGAGE
LOAN SCHEDULE


 






    	 	 B-1	 



     


    

 








	Loan
    ID #	Originator/Loan
    Seller	Mortgagor
    Name	Property
    Address	City	State	Zip
    Code	County	Property
    Name	Size
    	Measure
	1	Column Financial, Inc.	Western B West AZ, LLC, Western B Northwest
    CA, LLC, Western B West CA, LLC, Western B Southeast FL, LLC, Western Marina West Industrial, LLC, Western Miramar DC, LLC,
    Western B Southeast GA, LLC, Western B South MS, LLC, Western B Northwest OR, LLC, Western Carlisle - Ritner DC, LLC, Western
    Carlisle DC, LLC, Western Iron Run DC, LLC, Western Lehigh Valley DC II, LLC, Western Lehigh Valley DC, LLC, Western Steamboat
    DC, LLC, Western Valley Crossings DC, LLC, Western Valley Forge Business Center, LLC, Western York DC II, LLC, Western York
    DC III, LLC, Western York - Willow Springs DC, LLC, Western B South TN, LLC, Western B South TX, LLC, Western B Northwest
    UT, LLC, Western B Northwest WA, LLC	Various	Various	Various	Various	Various	GLP Industrial Portfolio B	26,238,861	Square Feet
	1.001	Column Financial, Inc.	 	800 North 75th Avenue	Phoenix	AZ	85043	Maricopa	Agave DC	1,267,110	Square Feet
	1.002	Column Financial, Inc.	 	861 Nestle Way	Allentown	PA	18031	Lehigh	Lehigh Valley 13	822,500	Square Feet
	1.003	Column Financial, Inc.	 	3507 Pasadena Freeway	Pasadena	TX	77503	Harris	Frontier Logistics BTS	600,004	Square Feet
	1.004	Column Financial, Inc.	 	1111 Gillingham Lane	Sugarland	TX	77478	Fort Bend	Sugarland Interchange DC	486,263	Square Feet
	1.005	Column Financial, Inc.	 	105 Willow Springs Lane	York	PA	17406	York	York - Willow Springs	624,000	Square Feet
	1.006	Column Financial, Inc.	 	127 Liberty Industrial Parkway	McDonough	GA	30253	Henry	Atlanta - Liberty DC	851,349	Square Feet
	1.007	Column Financial, Inc.	 	588 Crenshaw Boulevard	Torrance	CA	90503	Los Angeles	South Bay DC	265,440	Square Feet
	1.008	Column Financial, Inc.	 	9306 Sorensen Avenue	Santa Fe Springs	CA	90670	Los Angeles	Sorensen Industrial	305,422	Square Feet
	1.009	Column Financial, Inc.	 	11500 Miramar Parkway	Miramar	FL	33025	Broward	Miramar DC	289,300	Square Feet
	1.010	Column Financial, Inc.	 	3300 Espresso Way	York	PA	17406	York	York DC II	603,000	Square Feet
	1.011	Column Financial, Inc.	 	5 True Temper Drive	Carlisle	PA	17015	Cumberland	Carlisle DC Bldg 1	511,760	Square Feet
	1.012	Column Financial, Inc.	 	1401 St. Paul Avenue	Tacoma	WA	98421	Pierce	Portside Distribution Center	416,050	Square Feet
	1.013	Column Financial, Inc.	 	13900 North West 2nd Street	Sunrise	FL	33325	Broward	Marina West A	276,175	Square Feet
	1.014	Column Financial, Inc.	 	48350 Fremont Boulevard	Fremont	CA	94538	Alameda	Fremont East Bay DC	246,450	Square Feet
	1.015	Column Financial, Inc.	 	1580 Francisco Street	Torrance	CA	90501	Los Angeles	Harbor Gateway DC	184,815	Square Feet
	1.016	Column Financial, Inc.	 	19802 Imperial Valley Drive	Houston	TX	77073	Harris	Imperial DC 1	328,020	Square Feet
	1.017	Column Financial, Inc.	 	6195 West South 300 Street	Salt Lake City	UT	84104	Salt Lake	Westport DC Bldg B	409,374	Square Feet
	1.018	Column Financial, Inc.	 	6075 West 300 South	Salt Lake City	UT	84104	Salt Lake	Westport DC Bldg A	350,892	Square Feet
	1.019	Column Financial, Inc.	 	521 8th Street South West	Auburn	WA	98001	King	Auburn DC	283,450	Square Feet
	1.020	Column Financial, Inc.	 	8474 Market Place	Southaven	MS	38671	Desoto	Southaven DC Bldg 2	602,500	Square Feet
	1.021	Column Financial, Inc.	 	900 International Parkway	Sunrise	FL	33325	Broward	Marina West DC II Bldg 1	200,000	Square Feet
	1.022	Column Financial, Inc.	 	6825 West Buckeye Road	Phoenix	AZ	85043	Maricopa	Buckeye DC Bldg 1	380,569	Square Feet
	1.023	Column Financial, Inc.	 	275 Cross Farm Lane	York	PA	17406	York	York DC III	342,160	Square Feet
	1.024	Column Financial, Inc.	 	200 Boysenberry Lane	Placentia	CA	92870	Orange	Orange County DC	198,275	Square Feet
	1.025	Column Financial, Inc.	 	6111 South 228th Street	Kent	WA	98032	King	Kent Valley DC II	228,907	Square Feet
	1.026	Column Financial, Inc.	 	5625 Challenge Drive	Memphis	TN	38115	Shelby	Memphis IC III	582,098	Square Feet
	1.027	Column Financial, Inc.	 	2900 Atlas Road	Richmond	CA	94806	Contra Costa	Pinole Point Building #1	200,000	Square Feet
	1.028	Column Financial, Inc.	 	4747 West Buckeye Road	Phoenix	AZ	85043	Maricopa	Cactus DC II	376,760	Square Feet
	1.029	Column Financial, Inc.	 	7300 Oakley Industrial Boulevard	Atlanta	GA	30213	Fulton	Fairburn DC	346,224	Square Feet
	1.030	Column Financial, Inc.	 	6323-6377 Windfern Road	Houston	TX	77040	Harris	Windfern Distribution Center II	245,700	Square Feet
	1.031	Column Financial, Inc.	 	10733-10763 North West 123rd Street	Medley	FL	33178	Miami-Dade	Miami DC	185,520	Square Feet
	1.032	Column Financial, Inc.	 	4000 South Corporate Parkway	Forest Park	GA	30297	Clayton	Southpoint F	358,360	Square Feet
	1.033	Column Financial, Inc.	 	3710 Atlanta Industrial Parkway North
    West	Atlanta	GA	30331	Fulton	Industrial Parkway DC	443,800	Square Feet
	1.034	Column Financial, Inc.	 	6380 Holmes Road	Memphis	TN	38141	Shelby	Chickasaw DC	437,940	Square Feet
	1.035	Column Financial, Inc.	 	2834 Schoeneck Road	Lower Macungie	PA	18062	Lehigh	Valley Crossings	270,000	Square Feet
	1.036	Column Financial, Inc.	 	6913 West Buckeye Road	Phoenix	AZ	85043	Maricopa	Buckeye DC Bldg 2	303,495	Square Feet
	1.037	Column Financial, Inc.	 	2500 Southpoint Drive	Forest Park	GA	30297	Clayton	Southpoint B	297,000	Square Feet
	1.038	Column Financial, Inc.	 	675 Hartman Road	Austell	GA	30168	Cobb	Hartman Business Center I	353,983	Square Feet
	1.039	Column Financial, Inc.	 	1200 W Artesia Boulevard	Compton	CA	90220	Los Angeles	Artesia DC	151,800	Square Feet
	1.040	Column Financial, Inc.	 	8457 South Eastern Avenue	Bell Gardens	CA	90201	Los Angeles	Bell Gardens Distribution Center #3	166,261	Square Feet
	1.041	Column Financial, Inc.	 	13800 North West 2nd Street	Sunrise	FL	33325	Broward	Marina West B	115,680	Square Feet
	1.042	Column Financial, Inc.	 	1905 Raymond Avenue South West	Renton	WA	98057	King	Renton DC	126,660	Square Feet
	1.043	Column Financial, Inc.	 	1500 Southpoint Drive	Forest Park	GA	30297	Clayton	Southpoint A	218,875	Square Feet
	1.044	Column Financial, Inc.	 	750 Maxham Road	Lithia Springs	GA	30122	Douglas	Westfork A5	315,095	Square Feet
	1.045	Column Financial, Inc.	 	14599 North West 8th Street	Sunrise	FL	33325	Broward	Marina West DC II Bldg 2	143,000	Square Feet
	1.046	Column Financial, Inc.	 	2500 Atlas Road	Richmond	CA	94806	Contra Costa	Pinole Point Building #2	143,250	Square Feet
	1.047	Column Financial, Inc.	 	1770 South 5500 West	Salt Lake City	UT	84104	Salt Lake	Salt Lake DC II	190,000	Square Feet
	1.048	Column Financial, Inc.	 	6350 West Sam Houston Parkway North	Houston	TX	77041	Harris	Northwest 8 Industrial Center II	99,175	Square Feet
	1.049	Column Financial, Inc.	 	1730 South 5500 West	Salt Lake City	UT	84104	Salt Lake	Salt Lake DC I	190,000	Square Feet
	1.050	Column Financial, Inc.	 	4131-4293 North East 189th Avenue	Gresham	OR	97230	Multnomah	Southshore Commerce Center C	179,457	Square Feet
	1.051	Column Financial, Inc.	 	2100 Atlas Road	Richmond	CA	94806	Contra Costa	Pinole Point Building #3	131,504	Square Feet
	1.052	Column Financial, Inc.	 	75 Steamboat Boulevard	York	PA	17345	York	Steamboat DC	193,160	Square Feet
	1.053	Column Financial, Inc.	 	9704 West Roosevelt	Tolleson	AZ	85353	Maricopa	Palo Verde DC	302,640	Square Feet
	1.054	Column Financial, Inc.	 	1200-1220 San Mateo Avenue	San Bruno	CA	94080	San Mateo	South San Francisco DC II	86,918	Square Feet
	1.055	Column Financial, Inc.	 	850 Maxham Road	Lithia Springs	GA	30122	Douglas	Westfork C4	292,281	Square Feet
	1.056	Column Financial, Inc.	 	155 South Hill Drive	Brisbane	CA	94005	San Mateo	South San Francisco DC	87,000	Square Feet
	1.057	Column Financial, Inc.	 	18550-18870 North East Riverside Parkway	Gresham	OR	97230	Multnomah	Southshore Commerce Center A	165,000	Square Feet
	1.058	Column Financial, Inc.	 	6305 South 231st Street	Kent	WA	98032	King	Kent Valley DC IV	115,189	Square Feet
	1.059	Column Financial, Inc.	 	700 Allen Road	Carlisle	PA	17015	Cumberland	Carlisle DC Bldg 2	181,990	Square Feet
	1.060	Column Financial, Inc.	 	1880 McFarland Road	Alpharetta	GA	30004	Fulton	Bluegrass DC Bldg 4	136,238	Square Feet
	1.061	Column Financial, Inc.	 	825 Maxham Road	Lithia Springs	GA	30122	Douglas	Westfork A4	228,576	Square Feet
	1.062	Column Financial, Inc.	 	13323 South Gessner Road	Missouri City	TX	77489	Harris	Beltway Crossing DC Bldg 2	166,400	Square Feet
	1.063	Column Financial, Inc.	 	1627 Ritner Highway	Carlisle	PA	17013	Cumberland	Ritner DC	202,000	Square Feet
	1.064	Column Financial, Inc.	 	555 Hartman Road	Austell	GA	30168	Cobb	Hartman Business Center II	261,799	Square Feet
	1.065	Column Financial, Inc.	 	3528 Arden Road	Hayward	CA	94545	Alameda	Hayward DC	101,805	Square Feet
	1.066	Column Financial, Inc.	 	9830-9856 East Freeway	Houston	TX	77029	Harris	Houston DC Bldg 1	219,243	Square Feet
	1.067	Column Financial, Inc.	 	7050 South 216th Street	Kent	WA	98032	King	Kent Valley DC	125,000	Square Feet
	1.068	Column Financial, Inc.	 	7520 Morris Court	Allentown	PA	18106	Lehigh	Lehigh Valley 9	154,156	Square Feet
	1.069	Column Financial, Inc.	 	13443 South Gessner Road	Missouri City	TX	77489	Harris	Beltway Crossing DC Bldg 3	116,480	Square Feet
	1.070	Column Financial, Inc.	 	481 Airport Industrial Drive	Southaven	MS	38671	Desoto	Southaven DC Bldg 1	246,564	Square Feet
	1.071	Column Financial, Inc.	 	1665 Bluegrass Lakes Parkway	Alpharetta	GA	30004	Fulton	Bluegrass DC Bldg 1	112,000	Square Feet
	1.072	Column Financial, Inc.	 	300 Brogdon Road	Atlanta	GA	30024	Fulton	Suwanee Point Building 200	105,972	Square Feet
	1.073	Column Financial, Inc.	 	6701 Nob Hill Road	Tamarac	FL	33321	Broward	Tamarac Business Center I	90,000	Square Feet
	1.074	Column Financial, Inc.	 	7575 Ponce De Leon Circle	Doraville	GA	30340	DeKalb	Gwinnett DC Bldg 1	201,440	Square Feet
	1.075	Column Financial, Inc.	 	552-598 Garden Oaks Boulevard	Houston	TX	77018	Harris	Houston DC Bldg 3	192,430	Square Feet
	1.076	Column Financial, Inc.	 	2260 West Broadway Road	Mesa	AZ	85202	Maricopa	Broadway 101 CC Bldg 9	97,554	Square Feet
	1.077	Column Financial, Inc.	 	6755 Snowdrift Road	Allentown	PA	18106	Lehigh	Iron Run DC	125,000	Square Feet
	1.078	Column Financial, Inc.	 	6381-6399 Windfern Road	Houston	TX	77040	Harris	Windfern Distribution Center I	128,460	Square Feet
	1.079	Column Financial, Inc.	 	2750 North West 84th Avenue	Miami	FL	33122	Miami-Dade	Miami DC II	70,000	Square Feet
	1.080	Column Financial, Inc.	 	4122-4286 North East 185th Drive	Gresham	OR	97230	Multnomah	Southshore Commerce Center B	103,500	Square Feet
	1.081	Column Financial, Inc.	 	4103 Tench Road	Atlanta	GA	30024	Fulton	Suwanee Point Building 100	125,725	Square Feet
	1.082	Column Financial, Inc.	 	13423 South Gessner Road	Missouri City	TX	77489	Harris	Beltway Crossing DC Bldg 1	116,480	Square Feet
	1.083	Column Financial, Inc.	 	18792 Northeast Portal Way	Gresham	OR	97230	Multnomah	Southshore Commerce Center D	96,608	Square Feet
	1.084	Column Financial, Inc.	 	2160 West Broadway Road	Mesa	AZ	85202	Maricopa	Broadway 101 CC Bldg 11	106,106	Square Feet
	1.085	Column Financial, Inc.	 	7130 Ambassador Drive	Allentown	PA	18106	Lehigh	Lehigh Valley DC II	114,049	Square Feet
	1.086	Column Financial, Inc.	 	4001 Hickory Hills Road	Memphis	TN	38115	Shelby	Memphis IC I	200,000	Square Feet
	1.087	Column Financial, Inc.	 	2350 West Broadway Road	Mesa	AZ	85202	Maricopa	Broadway 101 CC Bldg 6	96,120	Square Feet
	1.088	Column Financial, Inc.	 	7566 Morris Court	Allentown	PA	18106	Lehigh	Lehigh Valley 10	111,300	Square Feet
	1.089	Column Financial, Inc.	 	13513 South Gessner Road	Missouri City	TX	77489	Harris	Beltway Crossing DC Bldg 4	91,520	Square Feet
	1.090	Column Financial, Inc.	 	6360 West Sam Houston Parkway North	Houston	TX	77041	Harris	Northwest 8 Industrial Center I	42,143	Square Feet
	1.091	Column Financial, Inc.	 	1490 Bluegrass Lakes Parkway	Alpharetta	GA	30004	Fulton	Bluegrass DC Bldg 3	72,000	Square Feet
	1.092	Column Financial, Inc.	 	581 Strander Boulevard	Tukwila	WA	98188	King	Andover DC Bldg A	81,225	Square Feet
	1.093	Column Financial, Inc.	 	1492 Bluegrass Lakes Parkway	Alpharetta	GA	30004	Fulton	Bluegrass DC Bldg 2	69,000	Square Feet
	1.094	Column Financial, Inc.	 	551 Strander Boulevard	Tukwila	WA	98188	King	Andover DC Bldg B	81,660	Square Feet
	1.095	Column Financial, Inc.	 	2360 West Broadway Road	Mesa	AZ	85202	Maricopa	Broadway 101 CC Bldg 5	85,533	Square Feet
	1.096	Column Financial, Inc.	 	2150 West Broadway Road	Mesa	AZ	85202	Maricopa	Broadway 101 CC Bldg 8	68,175	Square Feet
	1.097	Column Financial, Inc.	 	2166 West Broadway Road	Mesa	AZ	85202	Maricopa	Broadway 101 CC Bldg 10	85,533	Square Feet
	1.098	Column Financial, Inc.	 	2250 West Broadway Road	Mesa	AZ	85202	Maricopa	Broadway 101 CC Bldg 4	65,310	Square Feet
	1.099	Column Financial, Inc.	 	6829 Ruppsville Road	Allentown	PA	18106	Lehigh	Lehigh Valley 11	100,000	Square Feet
	1.100	Column Financial, Inc.	 	6501 Nob Hill Road	Tamarac	FL	33321	Broward	Tamarac Commerce Center	49,100	Square Feet
	1.101	Column Financial, Inc.	 	6323 Brookhill Drive	Houston	TX	77087	Harris	Houston DC Bldg 2	123,536	Square Feet
	1.102	Column Financial, Inc.	 	13801 North West 4th Street	Sunrise	FL	33325	Broward	Marina West DC II Bldg 3	58,650	Square Feet
	1.103	Column Financial, Inc.	 	2340 West Broadway Road	Mesa	AZ	85202	Maricopa	Broadway 101 CC Bldg 3	65,310	Square Feet
	1.104	Column Financial, Inc.	 	9303-9349 Kirby Drive	Houston	TX	77054	Harris	Commerce Park Medical Center	51,914	Square Feet
	1.105	Column Financial, Inc.	 	4601 South Pinemont	Houston	TX	77041	Harris	Houston IC	67,180	Square Feet
	1.106	Column Financial, Inc.	 	7585 Ponce De Leon Circle	Doraville	GA	30340	DeKalb	Gwinnett DC Bldg 2	115,228	Square Feet
	1.107	Column Financial, Inc.	 	3260 Meridian Parkway	Weston	FL	33331	Broward	Weston Business Center	35,447	Square Feet
	1.108	Column Financial, Inc.	 	22640 West Valley Highway	Kent	WA	98032	King	Kent Valley DC III	50,450	Square Feet
	1.109	Column Financial, Inc.	 	13003 Southwest Freeway	Stafford	TX	77477	Harris	Commerce Park SW 2	49,900	Square Feet
	1.110	Column Financial, Inc.	 	3662-3698 Westchase Drive	Houston	TX	77042	Harris	Commerce Park Westchase 3	61,580	Square Feet
	1.111	Column Financial, Inc.	 	6831 Ruppsville Road	Allentown	PA	18106	Lehigh	Lehigh Valley 12	80,000	Square Feet
	1.112	Column Financial, Inc.	 	3800-3898 West 11th Street	Houston	TX	77055	Harris	Houston DC Bldg 4	106,725	Square Feet
	1.113	Column Financial, Inc.	 	2495 Boulevard of the Generals	Valley Forge	PA	19403	Montgomery	Valley Forge 1	65,723	Square Feet
	1.114	Column Financial, Inc.	 	2562 Boulevard of the Generals	Valley Forge	PA	19403	Montgomery	Valley Forge 2	62,800	Square Feet
	1.115	Column Financial, Inc.	 	8429-8433 South Eastern Avenue	Bell Gardens	CA	90201	Los Angeles	Bell Gardens Distribution Center #1	48,541	Square Feet
	1.116	Column Financial, Inc.	 	4910 Wright Road	Stafford	TX	77477	Harris	Commerce Park SW 4	42,742	Square Feet
	1.117	Column Financial, Inc.	 	2330 West Broadway Road	Mesa	AZ	85202	Maricopa	Broadway 101 CC Bldg 1	46,879	Square Feet
	1.118	Column Financial, Inc.	 	8435 South Eastern Avenue	Bell Gardens	CA	90201	Los Angeles	Bell Gardens Distribution Center #2	48,600	Square Feet
	1.119	Column Financial, Inc.	 	12919 Southwest Freeway	Stafford	TX	77477	Harris	Commerce Park SW 1	40,813	Square Feet
	1.120	Column Financial, Inc.	 	10101 North West 67th Street	Tamarac	FL	33321	Broward	Tamarac Business Center II	35,000	Square Feet
	1.121	Column Financial, Inc.	 	2240 West Broadway Road	Mesa	AZ	85202	Maricopa	Broadway 101 CC Bldg 2	44,854	Square Feet
	1.122	Column Financial, Inc.	 	3630-3660 Westchase Drive	Houston	TX	77042	Harris	Commerce Park Westchase 2	48,197	Square Feet
	1.123	Column Financial, Inc.	 	4105 Hickory Hills Road	Memphis	TN	38115	Shelby	Memphis IC II	106,844	Square Feet
	1.124	Column Financial, Inc.	 	8801 Jameel Street	Houston	TX	77040	Harris	Commerce Park NW 3	47,450	Square Feet
	1.125	Column Financial, Inc.	 	8901 Jameel Street	Houston	TX	77040	Harris	Commerce Park NW 4	47,510	Square Feet
	1.126	Column Financial, Inc.	 	4850 Wright Road	Stafford	TX	77477	Harris	Commerce Park SW 3	42,695	Square Feet
	1.127	Column Financial, Inc.	 	3602-3628 Westchase Drive	Houston	TX	77042	Harris	Commerce Park Westchase 1	48,148	Square Feet
	1.128	Column Financial, Inc.	 	8601 Jameel Street	Houston	TX	77040	Harris	Commerce Park NW 2	45,000	Square Feet
	1.129	Column Financial, Inc.	 	2140 West Broadway Road	Mesa	AZ	85202	Maricopa	Broadway 101 CC Bldg 7	47,045	Square Feet
	1.130	Column Financial, Inc.	 	6001 Stonington	Houston	TX	77040	Harris	Commerce Park NW 1	45,000	Square Feet
	1.131	Column Financial, Inc.	 	2201 Stirling Road	Dania Beach	FL	33312	Broward	Lakeview BC Bldg 1	40,000	Square Feet
	1.132	Column Financial, Inc.	 	3585 North West 54th Street	Fort Lauderdale	FL	33309	Broward	Ft. Lauderdale Industrial II	24,490	Square Feet
	1.133	Column Financial, Inc.	 	2564 Boulevard of the Generals	Valley Forge	PA	19403	Montgomery	Valley Forge 3	40,000	Square Feet
	1.134	Column Financial, Inc.	 	2381-2385 Stirling Road	Dania Beach	FL	33312	Broward	Lakeview BC Bldg 7	31,497	Square Feet
	1.135	Column Financial, Inc.	 	2317-2321 Stirling Road	Dania Beach	FL	33312	Broward	Lakeview BC Bldg 4	31,153	Square Feet
	1.136	Column Financial, Inc.	 	2333-2345 Stirling Road	Dania Beach	FL	33312	Broward	Lakeview BC Bldg 5	31,326	Square Feet
	1.137	Column Financial, Inc.	 	5010 Wright Road	Stafford	TX	77477	Harris	Commerce Park SW 5	30,620	Square Feet
	1.138	Column Financial, Inc.	 	2349-2363 Stirling Road	Dania Beach	FL	33312	Broward	Lakeview BC Bldg 6	30,888	Square Feet
	1.139	Column Financial, Inc.	 	603 General Washington Ave	Valley Forge	PA	19403	Montgomery	Valley Forge 4	31,836	Square Feet
	1.140	Column Financial, Inc.	 	2301 - 2315 Stirling Road	Dania Beach	FL	33312	Broward	Lakeview BC Bldg 3	27,086	Square Feet
	1.141	Column Financial, Inc.	 	2217 Stirling Road	Dania Beach	FL	33312	Broward	Lakeview BC Bldg 2	18,400	Square Feet
	1.142	Column Financial, Inc.	 	5330 North West 35th Avenue	Fort Lauderdale	FL	33309	Broward	Ft. Lauderdale Industrial I	10,000	Square Feet
	2	BSP	Atlantic-Marlboro Realty IV LLC	200 Forest Street	Marlborough	MA	01752	Middlesex	200 Forest Street	541,747	Square Feet
	3	Column Financial, Inc.	Quaker Bridge Mall, LLC	3320 Brunswick Pike	Lawrenceville	NJ	08648	Mercer	Quaker Bridge Mall	357,221	Square Feet
	4	BNYM	Laurel Corporate Center, LLC	Various	Mount Laurel	NJ	08054	Burlington	Laurel Corporate Center	560,147	Square Feet
	4.1	BNYM	 	10000 Midatlantic Drive	Mount Laurel	NJ	08054	Burlington	10000 Midlantic Drive	186,908	Square Feet
	4.2	BNYM	 	2000-4000 Midatlantic Drive	Mount Laurel	NJ	08054	Burlington	2000 & 4000 Midlantic Drive	168,603	Square Feet
	4.3	BNYM	 	15000 Midlantic Drive	Mount Laurel	NJ	08054	Burlington	15000 Midlantic Drive	84,056	Square Feet
	4.4	BNYM	 	9000 Midatlantic Drive	Mount Laurel	NJ	08054	Burlington	9000 Midlantic Drive	67,299	Square Feet
	4.5	BNYM	 	1000 Bishops Gate Boulevard	Mount Laurel	NJ	08054	Burlington	1000 Bishops Gate Blvd	53,281	Square Feet
	5	Column Financial, Inc.	Western Baltimore - Brandon Woods I, LLC,
    Western A West CA, LLC, Western A South TX, LLC, Western Hagerstown Distribution Center, LLC, Western Upper Marlboro Distribution
    Center, LLC, Western Hagerstown - Industrial Lane DC, LLC, Western A Midwest IL, LLC, Western Crossroads DC, LLC, Western
    BWI Commerce Center, LLC, Western A Midwest IN, LLC, Western Hollins End Industrial Park, LLC, Western BWI Commerce Center
    II, LLC, Western Brandon Woods DC II, LLC, Western Columbia Park IC, LLC, Western Baltimore IC, LLC, Western Somerset IC II,
    LLC, Western Somerset Industrial Center, LLC, Western A East VA, LLC, Western Center Square DC, LLC, Western Pureland DC I,
    LLC, Western Pureland DC II, LLC, Western Washington (DC) Corporate Center, LLC, Western Englewood DC, LLC, Western Clifton
    DC, LLC, Western A South CO, LLC, Western A Midwest TN, LLC, Western A East VA II, LLC, Western Waterfront DC, LLC, Western
    Landover DC, LLC, Western Capital Beltway CC, LLC, Western I-95 DC, LLC, Western Franklin Square IC I, LLC, Western Franklin
    Square IC II, LLC	Various	Various	Various	Various	Various	GLP Industrial Portfolio A	26,878,777	Square Feet
	5.001	Column Financial, Inc.	 	3700 Indian Avenue	Perris	CA	92571	Riverside	Inland Empire Indian Ave DC	1,309,754	Square Feet
	5.002	Column Financial, Inc.	 	23400 Cactus Avenue	Moreno Valley	CA	92553	Riverside	Centerpointe 4	1,280,446	Square Feet
	5.003	Column Financial, Inc.	 	2825 East Jurupa Street	Ontario	CA	91761	San Bernardino	Hofer Ranch IC Bldg 1	612,104	Square Feet
	5.004	Column Financial, Inc.	 	17901 East 40th Avenue	Aurora	CO	80011	Adams	Denver DC	553,757	Square Feet
	5.005	Column Financial, Inc.	 	777 Freeport Parkway	Coppell	TX	75019	Dallas	Freeport DC Bldg 4	727,508	Square Feet
	5.006	Column Financial, Inc.	 	5125 Ontario Mills Parkway	Ontario	CA	91764	San Bernardino	Ontario Mills DC	520,161	Square Feet
	5.007	Column Financial, Inc.	 	16500 Hunters Green Parkway	Hagerstown	MD	21740	Washington	Hagerstown Distribution Center	824,298	Square Feet
	5.008	Column Financial, Inc.	 	12008 Eastgate Boulevard	Mount Juliet	TN	37090	Wilson	Beckwith Farms DC	706,500	Square Feet
	5.009	Column Financial, Inc.	 	7481 Coca Cola Drive	Baltimore	MD	21075	Baltimore	Crossroads DC I	456,500	Square Feet
	5.010	Column Financial, Inc.	 	23700 Cactus Avenue	Moreno Valley	CA	92553	Riverside	Centerpointe 6	532,926	Square Feet
	5.011	Column Financial, Inc.	 	1413 Tangier Drive	White Marsh	MD	21220	Baltimore	I-95 DC	449,299	Square Feet
	5.012	Column Financial, Inc.	 	13880 Monte Vista Avenue	Chino	CA	91710	San Bernardino	Chino Spec Forward	409,930	Square Feet
	5.013	Column Financial, Inc.	 	5445 West 73rd Street	Bedford Park	IL	60638	Cook	Bedford Park II	470,160	Square Feet
	5.014	Column Financial, Inc.	 	6304 Sheriff Road	Landover	MD	20785	Prince George’s	Landover DC	507,072	Square Feet
	5.015	Column Financial, Inc.	 	558 Airtech Parkway	Plainfield	IN	46168	Hendricks	North Plainfield 8	798,096	Square Feet
	5.016	Column Financial, Inc.	 	1950 Sterling Avenue	Ontario	CA	91761	San Bernardino	Sterling DC	300,172	Square Feet
	5.017	Column Financial, Inc.	 	261 River Road	Clifton	NJ	07014	Passaic	Clifton DC	230,953	Square Feet
	5.018	Column Financial, Inc.	 	12014 Eastgate Boulevard	Mt. Juliet	TN	37090	Wilson	Beckwith Farms 3	480,000	Square Feet
	5.019	Column Financial, Inc.	 	1049 Prince Georges Boulevard	Upper Marlboro	MD	20774	Prince George’s	Collington Commerce Center	239,742	Square Feet
	5.020	Column Financial, Inc.	 	5151 West 73rd Street	Bedford Park	IL	60638	Cook	Bedford Park IB	272,446	Square Feet
	5.021	Column Financial, Inc.	 	3209 Elam Farms Parkway	Murfreesboro	TN	37127	Rutherford	Elam Farms DC	363,500	Square Feet
	5.022	Column Financial, Inc.	 	1670 Champagne Avenue	Ontario	CA	91761	San Bernardino	Champagne DC	263,670	Square Feet
	5.023	Column Financial, Inc.	 	1000 Davey Road	Woodridge	IL	60517	DuPage	Bridge Point 1	264,183	Square Feet
	5.024	Column Financial, Inc.	 	2359 Center Square Road	Logan Township	NJ	08085	Gloucester	Center Square DC	299,520	Square Feet
	5.025	Column Financial, Inc.	 	2145 Internationale Parkway	Woodridge	IL	60517	DuPage	Park 355	254,385	Square Feet
	5.026	Column Financial, Inc.	 	488 Bridgestone Parkway	Lebanon	TN	37090	Wilson	Commerce Farms DC 3	456,500	Square Feet
	5.027	Column Financial, Inc.	 	7603 Energy Parkway	Baltimore	MD	21226	Baltimore	Brandon Woods DC	274,152	Square Feet
	5.028	Column Financial, Inc.	 	3920 Stonecroft Boulevard	Chantilly	VA	20151	Fairfax	Chantilly DC	160,111	Square Feet
	5.029	Column Financial, Inc.	 	115 East Crossroads Parkway	Bolingbrook	IL	60440	Will	Bolingbrook CC Bldg 3	284,747	Square Feet
	5.030	Column Financial, Inc.	 	350 South Northpoint Drive	Coppell	TX	75019	Dallas	Northpoint CC	300,800	Square Feet
	5.031	Column Financial, Inc.	 	10001 Franklin Square Drive	Rossville	MD	21236	Baltimore	Franklin Square IC I	218,532	Square Feet
	5.032	Column Financial, Inc.	 	4024 Rock Quarry	Dallas	TX	75211	Dallas	Rock Quarry Building #1	324,000	Square Feet
	5.033	Column Financial, Inc.	 	2380 Diehl Road	Aurora	IL	60502	DuPage	Aurora DC III	304,482	Square Feet
	5.034	Column Financial, Inc.	 	2850 New York Avenue North East	Washington	DC	20002	District of Columbia	Washington (DC) Corporate Center	122,708	Square Feet
	5.035	Column Financial, Inc.	 	1203 Bilter Road	Aurora	IL	60502	Kane	Aurora DC 1	294,740	Square Feet
	5.036	Column Financial, Inc.	 	100 Burma Road	Jersey City	NJ	07305	Hudson	Waterfront DC	167,000	Square Feet
	5.037	Column Financial, Inc.	 	2239 High Hill Road	Logan Township	NJ	08085	Gloucester	Pureland DC I	273,333	Square Feet
	5.038	Column Financial, Inc.	 	5139 West 73rd Street	Bedford Park	IL	60638	Cook	Bedford Park IA	270,789	Square Feet
	5.039	Column Financial, Inc.	 	2043 Corporate Drive	Naperville	IL	60563	DuPage	Prairie Point Bldg 3	303,800	Square Feet
	5.040	Column Financial, Inc.	 	700 Commerce Parkway	Greenwood	IN	46143	Johnson	Greenwood DC	450,000	Square Feet
	5.041	Column Financial, Inc.	 	2120 Grand Avenue Parkway	Austin	TX	78728	Travis	Austin DC III	171,586	Square Feet
	5.042	Column Financial, Inc.	 	9951 Franklin Square Drive	Rossville	MD	21236	Baltimore	Franklin Square II	192,000	Square Feet
	5.043	Column Financial, Inc.	 	2255 High Hill Road	Logan Township	NJ	08085	Gloucester	Pureland DC II	217,047	Square Feet
	5.044	Column Financial, Inc.	 	1600 Cottontail Lane	Frankin Township	NJ	08873	Somerset	Somerset IC	180,402	Square Feet
	5.045	Column Financial, Inc.	 	3737 Rock Quarry	Dallas	TX	75211	Dallas	Rock Quarry Building #2	251,100	Square Feet
	5.046	Column Financial, Inc.	 	7621 Energy Parkway	Baltimore	MD	21226	Baltimore	Brandon Woods DC II	222,636	Square Feet
	5.047	Column Financial, Inc.	 	14300 Graham Street	Moreno Valley	CA	92553	Riverside	Centerpointe 5	180,043	Square Feet
	5.048	Column Financial, Inc.	 	5404 Industrial Parkway	San Bernardino	CA	92407	San Bernardino	Industrial Parkway (CA) DC	191,216	Square Feet
	5.049	Column Financial, Inc.	 	12002 Eastgate Boulevard	Mt. Juliet	TN	37090	Wilson	Beckwith Farms 2	247,500	Square Feet
	5.050	Column Financial, Inc.	 	595 Perry Road	Plainfield	IN	46168	Hendricks	North Plainfield 2	444,580	Square Feet
	5.051	Column Financial, Inc.	 	909 Whitaker Road	Plainfield	IN	46168	Hendricks	North Plainfield 4	381,493	Square Feet
	5.052	Column Financial, Inc.	 	849 Whitaker Road	Plainfield	IN	46168	Hendricks	North Plainfield 5	381,472	Square Feet
	5.053	Column Financial, Inc.	 	400 Pierce Street	Somerset	NJ	08873	Somerset	Somerset IC II Building I	157,244	Square Feet
	5.054	Column Financial, Inc.	 	7463 New Ridge Road	Hanover	MD	21076	Baltimore	BWI Commerce Center II	198,369	Square Feet
	5.055	Column Financial, Inc.	 	610 Bridgestone Parkway	Lebanon	TN	37090	Wilson	Commerce Farms DC 4	277,500	Square Feet
	5.056	Column Financial, Inc.	 	4001 Olympic Boulevard	Joliet	IL	60431	Will	Rock Run Bldg 6	277,776	Square Feet
	5.057	Column Financial, Inc.	 	365 Marquette Drive	Bolingbrook	IL	60440	Will	Bolingbrook CC Bldg 4	228,480	Square Feet
	5.058	Column Financial, Inc.	 	1020 Davey Road	Woodridge	IL	60517	DuPage	Bridge Point 2	119,122	Square Feet
	5.059	Column Financial, Inc.	 	4101 Smith School Road	Austin	TX	78744	Travis	Burleson BP Bldg 3 (Austin DC I)	108,800	Square Feet
	5.060	Column Financial, Inc.	 	1809 10th Street	Plano	TX	75074	Collin	10th Street Business Park 2	151,232	Square Feet
	5.061	Column Financial, Inc.	 	575 West Crossroads Parkway	Bolingbrook	IL	60440	Will	Park 55	145,000	Square Feet
	5.062	Column Financial, Inc.	 	2025 West Beltline Road	Carrollton	TX	75006	Dallas	Valwood West Industrial A	201,354	Square Feet
	5.063	Column Financial, Inc.	 	8801 Citation Road	Baltimore	MD	21221	Baltimore	Baltimore IC	156,797	Square Feet
	5.064	Column Financial, Inc.	 	330 South Van Brunt Street	Englewood	NJ	07631	Bergen	Englewood DC	103,000	Square Feet
	5.065	Column Financial, Inc.	 	23650 Brodiaea Avenue	Moreno Valley	CA	92553	Riverside	Centerpointe 9	130,002	Square Feet
	5.066	Column Financial, Inc.	 	1207 Bilter Road	Aurora	IL	60502	Kane	Aurora DC 2	124,897	Square Feet
	5.067	Column Financial, Inc.	 	2456 Lugonia Avenue	Redlands	CA	92374	San Bernardino	Redlands Industrial Center IB	128,141	Square Feet
	5.068	Column Financial, Inc.	 	625 Pierce Street	Somerset	NJ	08873	Somerset	Somerset IC II Building II	117,651	Square Feet
	5.069	Column Financial, Inc.	 	2880 East Jurupa Street	Ontario	CA	91761	San Bernardino	Hofer Ranch TRS Building 3	103,646	Square Feet
	5.070	Column Financial, Inc.	 	7453 Candlewood Road	Hanover	MD	21076	Baltimore	BWI Commerce Center I	128,800	Square Feet
	5.071	Column Financial, Inc.	 	4101 Smith School Road	Austin	TX	78744	Travis	Burleson BP Bldg 1 (Austin DC I)	108,800	Square Feet
	5.072	Column Financial, Inc.	 	16310 Bratton Lane	Austin	TX	78728	Travis	Raceway Crossings IC Bldg 3 (Austin DC
    II)	99,200	Square Feet
	5.073	Column Financial, Inc.	 	921 West Bethel Road Bldg 200	Coppell	TX	75019	Dallas	Freeport DC Bldg 2	144,000	Square Feet
	5.074	Column Financial, Inc.	 	5505 Concours Street	Ontario	CA	91764	San Bernardino	Concours DC	102,878	Square Feet
	5.075	Column Financial, Inc.	 	16310 Bratton Lane	Austin	TX	78728	Travis	Raceway Crossings IC Bldg 2 (Austin DC
    II)	99,200	Square Feet
	5.076	Column Financial, Inc.	 	16604 Industrial Lane	Williamsport	MD	21795	Washington	Hagerstown - Industrial Lane DC	170,858	Square Feet
	5.077	Column Financial, Inc.	 	10335 Argonne Woods Drive	Woodridge	IL	60517	DuPage	Maple Point 1	84,960	Square Feet
	5.078	Column Financial, Inc.	 	921 West Bethel Road Bldg 100	Coppell	TX	75019	Dallas	Freeport DC Bldg 1	140,000	Square Feet
	5.079	Column Financial, Inc.	 	4501 Auth Place	Suitland	MD	20746	Prince George’s	Capital Beltway CC	113,512	Square Feet
	5.080	Column Financial, Inc.	 	23400 Cactus Avenue	Moreno Valley	CA	92553	Riverside	Centerpointe Trailer Lot	0	Square Feet
	5.081	Column Financial, Inc.	 	2755 Alft Lane	Elgin	IL	60124	Kane	Randall Crossing DC	100,294	Square Feet
	5.082	Column Financial, Inc.	 	4101 Smith School Road	Austin	TX	78744	Travis	Burleson BP Bldg 2 (Austin DC I)	108,800	Square Feet
	5.083	Column Financial, Inc.	 	10330 Argonne Woods Drive	Woodridge	IL	60517	DuPage	Maple Point 2	81,583	Square Feet
	5.084	Column Financial, Inc.	 	4733 Trident Court	Halethorpe	MD	21227	Baltimore	Hollins End 6	120,000	Square Feet
	5.085	Column Financial, Inc.	 	921 West Bethel Road Bldg 300	Coppell	TX	75019	Dallas	Freeport DC Bldg 3	130,250	Square Feet
	5.086	Column Financial, Inc.	 	2466 Lugonia Avenue	Redlands	CA	92374	San Bernardino	Redlands Industrial Center II	99,363	Square Feet
	5.087	Column Financial, Inc.	 	4734-4756 Trident Court	Halethorpe	MD	21227	Baltimore	Hollins End 1	120,796	Square Feet
	5.088	Column Financial, Inc.	 	4710-4732 Trident Court	Halethorpe	MD	21227	Baltimore	Hollins End 2	120,312	Square Feet
	5.089	Column Financial, Inc.	 	2029 Westgate Drive	Carrollton	TX	75006	Dallas	Valwood West Industrial D	127,620	Square Feet
	5.090	Column Financial, Inc.	 	1450 Mountain View	Redlands	CA	92374	San Bernardino	Redlands Industrial Center IA	99,580	Square Feet
	5.091	Column Financial, Inc.	 	2045 Westgate Drive	Carrollton	TX	75006	Dallas	Valwood West Industrial C	134,266	Square Feet
	5.092	Column Financial, Inc.	 	1801 10th Street	Plano	TX	75074	Collin	10th Street Business Park 1	100,000	Square Feet
	5.093	Column Financial, Inc.	 	2109 Columbia Park Drive	Edgewood	MD	21040	Harford	Columbia Park IC	107,070	Square Feet
	5.094	Column Financial, Inc.	 	5375 FAA Boulevard	Irving	TX	75061	Dallas	Valley View BC Bldg 2	117,000	Square Feet
	5.095	Column Financial, Inc.	 	5325 FAA Boulevard	Irving	TX	75061	Dallas	Valley View BC Bldg 1	91,674	Square Feet
	5.096	Column Financial, Inc.	 	7451 Coca Cola Drive	Baltimore	MD	21075	Baltimore	Crossroads DC III	50,850	Square Feet
	5.097	Column Financial, Inc.	 	44901 Falcon Place	Dulles	VA	20166	Loudoun	Northpointe DC Bldg 1	46,432	Square Feet
	5.098	Column Financial, Inc.	 	2580 Diehl Road	Aurora	IL	60502	DuPage	Park 88	65,477	Square Feet
	5.099	Column Financial, Inc.	 	5252 Decatur Boulevard	Indianapolis	IN	46241	Marion	Ameriplex	119,000	Square Feet
	5.100	Column Financial, Inc.	 	633 East State Highway 121 Bypass	Coppell	TX	75019	Dallas	Vista Point South 5	41,223	Square Feet
	5.101	Column Financial, Inc.	 	4715 Trident Court	Halethorpe	MD	21227	Baltimore	Hollins End 5	80,618	Square Feet
	5.102	Column Financial, Inc.	 	44931 Falcon Place	Dulles	VA	20166	Loudoun	Northpointe DC Bldg 2	36,654	Square Feet
	5.103	Column Financial, Inc.	 	645 East State Highway 121 Bypass	Coppell	TX	75019	Dallas	Vista Point South 6	36,080	Square Feet
	5.104	Column Financial, Inc.	 	16310 Bratton Lane	Austin	TX	78728	Travis	Raceway Crossings IC Bldg 1 (Austin DC
    II)	51,200	Square Feet
	5.105	Column Financial, Inc.	 	621 East State Highway 121 Bypass	Coppell	TX	75019	Dallas	Vista Point South 4	37,100	Square Feet
	5.106	Column Financial, Inc.	 	615 East State Highway 121 Bypass	Coppell	TX	75019	Dallas	Vista Point South 3	35,580	Square Feet
	5.107	Column Financial, Inc.	 	923 Whitaker Road	Plainfield	IN	46168	Hendricks	North Plainfield 3	123,200	Square Feet
	5.108	Column Financial, Inc.	 	609 East State Highway 121 Bypass	Coppell	TX	75019	Dallas	Vista Point South 1	27,770	Square Feet
	5.109	Column Financial, Inc.	 	273 Marquette Drive	Bolingbrook	IL	60440	Will	Bolingbrook VMF	19,314	Square Feet
	5.110	Column Financial, Inc.	 	611 East State Highway 121 Bypass	Coppell	TX	75019	Dallas	Vista Point South 2	30,200	Square Feet
	5.111	Column Financial, Inc.	 	4700 Trident Court	Halethorpe	MD	21227	Baltimore	Hollins End 3	44,374	Square Feet
	5.112	Column Financial, Inc.	 	4701 Trident Court	Halethorpe	MD	21227	Baltimore	Hollins End 4	33,600	Square Feet
	5.113	Column Financial, Inc.	 	777 Freeport Parkway	Coppell	TX	75019	Dallas	Freeport DC Bldg 6	12,500	Square Feet
	5.114	Column Financial, Inc.	 	777 Freeport Parkway	Coppell	TX	75019	Dallas	Freeport DC Bldg 5	13,927	Square Feet
	6	Column Financial, Inc.	Capstone Mission Ridge, LLC; Salus Mission
    Ridge, LLC	15020 & 15030 Conference Center Drive	Chantilly	VA	20151	Chantilly	Mission Ridge	310,702	Square Feet
	7	BNYM	Core Seven Bar H, LLC; TIC Seven Bar RC,
    LLC; TIC Seven Bar 2, LLC; TIC Seven Bar 3, LLC; TIC Seven Bar 4, LLC; TIC Seven Bar 5, LLC; TIC Seven Bar 9, LLC; TIC Seven
    Bar 10, LLC; TIC Seven Bar 13, LLC; TIC Seven Bar 14, LLC; TIC Seven Bar 16, LLC; TIC Seven Bar 17, LLC; TIC Seven Bar 18,
    LLC; TIC Seven Bar 19, LLC; TIC Seven Bar 20, LLC; TIC Seven Bar 21, LLC; TIC Seven Bar 23, LLC; TIC Seven Bar 24, LLC; TIC
    Seven Bar 25, LLC; TIC Seven Bar 27, LLC; TIC Seven Bar 29, LLC; TIC Seven Bar 30, LLC; TIC Seven Bar 31, LLC; TIC Seven Bar
    32, LLC; TIC Seven Bar 33, LLC	10600 Cibola Loop Northwest	Albuquerque	NM	87114	Bernalillo	Vistas at Seven Bar	572	Units
	8	MC - Five Mile	The Real McKeever LLC	300 & 1000 Hylan Drive	Rochester	NY	14623	Monroe	Jay Scutti Plaza	288,971	Square Feet
	9	BNYM	Wilshire Capital Ventures, LLC	2730 Wilshire Boulevard	Santa Monica	CA	90403	Los Angeles	West LA Office - 2730 Wilshire	58,369	Square Feet
	10	Column Financial, Inc.	 SCG LH Anderson, L.P.; SCG LH Auburn,
    L.P.; SCG LH Austin, L.P.; SCG LH Baton Rouge, L.P.; SCG LH Birmingham, L.P.; SCG LH Bowling Green, L.P.; SCG LH Charlotte
    Matthews, L.P.; SCG LH Chesapeake, L.P.; SCG LH Clarksville, L.P.; SCG LH Colorado Springs, L.P.; SCG LH Columbus, L.P.; SCG
    LH Corpus Christi, L.P.; SCG LH Cumming, L.P.; SCG LH Dallas Garland, L.P.; SCG LH Decatur, L.P.; SCG LH Denver Aurora, L.P.;
    SCG LH DFW Airport Lewisville, L.P.; SCG LH Disney Orlando, L.P.; SCG LH Fort Myers, L.P.; SCG LH Greensboro Airport, L.P.;
    SCG LH Greensboro, L.P.; SCG LH Greenville, L.P.; SCG LH Gulfport Airport, L.P.; SCG LH Gwinnett, L.P.; SCG LH Hattiesburg,
    L.P.; SCG LH High Point, L.P.; SCG LH Houston 290 Galleria, L.P.; SCG LH Houston Hobby Airport, L.P.; SCG LH Houston IAH Airport,
    L.P.; SCG LH Houston Westchase, L.P.; SCG LH Jacksonville, L.P.; SCG LH Kannapolis, L.P.; SCG LH Kennesaw, L.P.; SCG LH Marietta
    East Lake, L.P.; SCG LH Marietta Town Center Mall, L.P.; SCG LH Murfreesboro, L.P.; SCG LH Nashville Madison, L.P.; SCG LH
    New Orleans Harvey, L.P.; SCG LH New Orleans West Metairie, L.P.; SCG LH Newport News, L.P.; SCG LH Orlando UCF, L.P.; SCG
    LH Plano, L.P.; SCG LH Prattsville, L.P.; SCG LH Raleigh, L.P.; SCG LH Smyrna, L.P.; SCG LH Snellville, L.P.; SCG LH Stockbridge,
    L.P.; SCG LH Sugarland Stafford, L.P.; SCG LH Suwanee, L.P.; SCG LH Tuscaloosa, L.P.	Various	Various	Various	Various	Various	Starwood Capital Extended Stay Portfolio	6,106	Rooms
	10.01	Column Financial, Inc.	 	14090 East Evans Avenue 	Aurora	CO	80014	Arapahoe	Crestwood Suites Denver - Aurora	148	Rooms
	10.02	Column Financial, Inc.	 	4409 Hearst Street	Metairie	LA	70001	Jefferson	Sun Suites New Orleans (Metairie)	132	Rooms
	10.03	Column Financial, Inc.	 	1101 Manhattan Boulevard	Harvey	LA	70058	Jefferson	Sun Suites New Orleans (Harvey)	126	Rooms
	10.04	Column Financial, Inc.	 	12485 Gulf Freeway	Houston	TX	77034	Harris	Sun Suites Hobby (Clearlake)	135	Rooms
	10.05	Column Financial, Inc.	 	200 Russeau Drive 	Plano	TX	75023	Collin	Sun Suites Plano	135	Rooms
	10.06	Column Financial, Inc.	 	3100 West Sam Houston Parkway South	Houston	TX	77042	Harris	Sun Suites Westchase	127	Rooms
	10.07	Column Financial, Inc.	 	2030 Roswell Road	Marietta	GA	30062	Cobb	Crestwood Suites Marietta Roswell Road	125	Rooms
	10.08	Column Financial, Inc.	 	11620 Lebon Lane	Stafford	TX	77477	Fort Bend	Sun Suites Sugar Land (Stafford)	146	Rooms
	10.09	Column Financial, Inc.	 	3215 Capital Boulevard	Raleigh	NC	27604	Wake	Sun Suites Raleigh	137	Rooms
	10.10	Column Financial, Inc.	 	12010 Kuykendahl Road	Houston	TX	77067	Harris	Sun Suites Intercontinental Greenspoint	135	Rooms
	10.11	Column Financial, Inc.	 	665 Myatt Drive	Madison	TN	37115	Davidson	Crestwood Suites Nashville Madison	137	Rooms
	10.12	Column Financial, Inc.	 	555 Lake Center Parkway	Cumming	GA	30040	Forsyth	Sun Suites Cumming	127	Rooms
	10.13	Column Financial, Inc.	 	1345 Old Fort Parkway	Murfreesboro	TN	37129	Rutherford	Crestwood Suites Murfreesboro	136	Rooms
	10.14	Column Financial, Inc.	 	3000 Highlands Parkway	Smyrna	GA	30082	Cobb	Sun Suites Smyrna	125	Rooms
	10.15	Column Financial, Inc.	 	10477 Metric Drive	Dallas	TX	75243	Dallas	Sun Suites Dallas - Garland	135	Rooms
	10.16	Column Financial, Inc.	 	324 East Corporate Drive 	Lewisville	TX	75067	Denton	Sun Suites DFW Airport - Lewisville	135	Rooms
	10.17	Column Financial, Inc.	 	8530 East Independence Boulevard	Charlotte	NC	28227	Mecklenburg	Sun Suites Charlotte - Matthews	140	Rooms
	10.18	Column Financial, Inc.	 	8010 Presidents Drive	Orlando	FL	32809	Orange	Crestwood Suites Disney Orlando	144	Rooms
	10.19	Column Financial, Inc.	 	11424 University Boulevard	Orlando	FL	32817	Orange	Crestwood Suites Orlando UCF	134	Rooms
	10.20	Column Financial, Inc.	 	1784 Presidential Circle 	Snellville	GA	30078	Gwinnett	Crestwood Suites Snellville	130	Rooms
	10.21	Column Financial, Inc.	 	95 Celebration Drive	Suwanee	GA	30024	Gwinnett	Sun Suites Suwanee	127	Rooms
	10.22	Column Financial, Inc.	 	3200 Cloverleaf Parkway	Kannapolis	NC	28083	Cabarrus	Home Towne Suites Kannapolis	80	Rooms
	10.23	Column Financial, Inc.	 	5142 Oakhurst Drive 	Corpus Christi	TX	78411	Nueces	Sun Suites Corpus Christi	135	Rooms
	10.24	Column Financial, Inc.	 	1650 Veterans Memorial Parkway	Tuscaloosa	AL	35404	Tuscaloosa	Home Towne Suites Tuscaloosa	124	Rooms
	10.25	Column Financial, Inc.	 	8555 Baymeadows Way	Jacksonville	FL	32256	Duval	Sun Suites Jacksonville	135	Rooms
	10.26	Column Financial, Inc.	 	1520 Crossways Boulevard	Chesapeake	VA	23320	Chesapeake	Sun Suites Chesapeake	135	Rooms
	10.27	Column Financial, Inc.	 	7071 Lakeridge Court Southwest	Fort Myers	FL	33907	Lee	Crestwood Suites Fort Myers	137	Rooms
	10.28	Column Financial, Inc.	 	501 Americhase Drive	Greensboro	NC	27409	Guilford	Crestwood Suites Greensboro Airport	137	Rooms
	10.29	Column Financial, Inc.	 	12989 Research Boulevard	Austin	TX	78750	Williamson	Crestwood Suites Austin	151	Rooms
	10.30	Column Financial, Inc.	 	3720 Steve Reynolds Boulevard	Duluth	GA	30096	Gwinnett	Sun Suites Gwinnett	102	Rooms
	10.31	Column Financial, Inc.	 	2353 Barrett Creek Parkway	Marietta	GA	30066	Cobb	Crestwood Suites Marietta - Town Center
    Mall	133	Rooms
	10.32	Column Financial, Inc.	 	5222 South Sherwood Forest Boulevard	Baton Rouge	LA	70816	East Baton Rouge	Crestwood Suites Baton Rouge	137	Rooms
	10.33	Column Financial, Inc.	 	6040 Knology Way 	Columbus	GA	31909	Muscogee	Home Towne Suites Columbus	78	Rooms
	10.34	Column Financial, Inc.	 	12925 Northwest Freeway 	Houston	TX	77040	Harris	Crestwood Suites NW Houston	146	Rooms
	10.35	Column Financial, Inc.	 	1188 Commerce Drive	Auburn	AL	36830	Lee	Home Towne Suites Auburn	64	Rooms
	10.36	Column Financial, Inc.	 	2235 Mount Zion Parkway	Morrow	GA	30260	Clayton	Sun Suites Stockbridge	126	Rooms
	10.37	Column Financial, Inc.	 	151 Civic Center Boulevard	Anderson	SC	29625	Anderson	Home Towne Suites Anderson	80	Rooms
	10.38	Column Financial, Inc.	 	6210 Corporate Drive 	Colorado Springs	CO	80919	El Paso	Crestwood Suites Colorado Springs	147	Rooms
	10.39	Column Financial, Inc.	 	688 Summit Parkway	Prattville	AL	36066	Autauga	Home Towne Suites Prattville	64	Rooms
	10.40	Column Financial, Inc.	 	2680 North Main Street 	High Point	NC	27265	Guilford	Crestwood Suites High Point	137	Rooms
	10.41	Column Financial, Inc.	 	424 Commons Drive	Birmingham	AL	35209	Jefferson	Sun Suites Birmingham	135	Rooms
	10.42	Column Financial, Inc.	 	3174 Barrett Lakes Boulevard	Kennesaw	GA	30144	Cobb	Sun Suites Kennesaw Town Center	105	Rooms
	10.43	Column Financial, Inc.	 	1200 Lanada Road	Greensboro	NC	27407	Guilford	Sun Suites Greensboro	133	Rooms
	10.44	Column Financial, Inc.	 	2111 West Arlington Boulevard	Greenville	NC	27834	Pitt	Home Towne Suites Greenville	70	Rooms
	10.45	Column Financial, Inc.	 	121 West Park Drive	Hattiesburg	MS	39402	Lamar	Sun Suites Hattiesburg	116	Rooms
	10.46	Column Financial, Inc.	 	2125 Jameson Place Southwest	Decatur	AL	35603	Morgan	Home Towne Suites Decatur	70	Rooms
	10.47	Column Financial, Inc.	 	1929 Mel Browning Street	Bowling Green	KY	42104	Warren	Home Towne Suites Bowling Green	106	Rooms
	10.48	Column Financial, Inc.	 	9145 Highway 49 	Gulfport	MS	39503	Harrison	Sun Suites Gulfport Airport	128	Rooms
	10.49	Column Financial, Inc.	 	11 Old Oyster Point Road	Newport News	VA	23602	Newport News	Crestwood Suites Newport News	109	Rooms
	10.50	Column Financial, Inc.	 	129 Westfield Court	Clarksville	TN	37040	Montgomery	Home Towne Suites Clarksville	70	Rooms
	11	BSP	Sidra Burr Ridge, LLC; Sidra BR Properties,
    LLC	1200 Burr Ridge Parkway	Burr Ridge	IL	60527	Cook	Chicago Marriott Southwest at Burr Ridge	184	Rooms
	12	Column Financial, Inc.	1001 3rd Street LLC	1001 3rd Street	Santa Monica	CA	90403	Santa Monica	Palihouse Santa Monica	38	Rooms
	13	BNYM	WHG Turfway LLC	7373 Turfway Road	Florence	KY	41042	Boone	Hilton Cincinnati Airport	306	Rooms
	14	BSP	Bentley Square POE LLC	1601 Eastchase Parkway	Fort Worth	TX	76120	Tarrant	Lofton Place Apartments	258	Units
	15	BSP	Detroit Apartment Corp.	1600 Antietam Avenue	Detroit	MI	48207	Wayne	City Place Apartments	320	Units
	16	MC - Five Mile	Presidium AMC Hidden Villas Venture, LLC	7607 Blessing Avenue	Austin	TX	78752	Travis	The Vue	156	Units
	17	Column Financial, Inc.	Shadow Lake Atlanta Apartments LLLP	3515 Pleasantdale Road	Doraville	GA	30340	DeKalb	Shadow Lake Apartments	228	Units
	18	Column Financial, Inc.	Peakview - Denver, LLC	7807 East Peakview Avenue	Centennial	CO	80111	Arapahoe	Peakview Office Plaza	91,246	Square Feet
	19	BSP	3155 Boardwalk-Owner, LLC	3155 Boardwalk Drive	Ann Arbor	MI	48108	Washtenaw	Holiday Inn & Suites Ann Arbor	107	Rooms
	20	MC - Five Mile	Tirupathi Master LLC	250 Heimer Road	San Antonio 	TX	78232	Bexar	Arbor Hill Apartments	208	Units
	21	The Bancorp Bank	Landmark Centre Associates, LLC	5460 South Quebec Street	Greenwood Village	CO	80111	Arapahoe	Landmark Centre	76,084	Square Feet
	22	The Bancorp Bank	LR HI Associates, LLC	600 Interstate 30	Little Rock	AR	72202	Pulaski	Holiday Inn Express - Little Rock	150	Rooms
	23	MC - Five Mile	Walnut Capital Partners-Shadyside Retail
    Tenant, LLC; Walnut Capital Partners-Shadyside Retail II, L.P.; Walnut Capital Partners-Shadyside Retail, L.P.	5406-5408, 5411, 5518-5520, 5524, &
    5500 Walnut Street	Pittsburgh	PA	15232	Allegheny	Walnut Street Retail Portfolio	35,523	Square Feet
	24	Hunt	SBD Tradewinds, L.P.	4455 Confederate Point Road	Jacksonville	FL	32210	Duval	Confederate Point Apartments	205	Units
	25	Column Financial, Inc.	Danville One LLC	281 Canal West Circle	Danville	IN	46122	Hendricks	White Lick Creek Apartments	73	Units
	26	The Bancorp Bank	E. M. Corrigan LLC; H. Corrigan LLC	19651 Bruce B. Downs Boulevard	Tampa	FL	33647	Hillsborough	Pebble Creek Collection	44,923	Square Feet
	27	BSP	Waramaug Bonita Springs LLC	28600 Trails Edge Boulevard	Bonita Springs	FL	34134	Lee	La Quinta Inn & Suites, Bonita Springs
    Naples North	87	Rooms
	28	MC - Five Mile	North Mississippi Housing, LLC; Ridgewood
    East Apartments, LLC	Various	Various	MS	Various	Various	Antelope Multifamily Portfolio	170	Units
	28.1	MC - Five Mile	 	1311 East Main Street	West Point	MS	39773	Clay	Ridgewood East	72	Units
	28.2	MC - Five Mile	 	1618 Eckford Street	Water Valley	MS	38965	Yalobusha	Water Valley	32	Units
	28.3	MC - Five Mile	 	3595 Highway 51 South	Sentobia	MS	38668	Tate	Senatobia Arms	24	Units
	28.4	MC - Five Mile	 	150 East Carlee Street	Sardis	MS	38666	Panola	Sardis Gardens	22	Units
	28.5	MC - Five Mile	 	200 Alma Street	Tutwiler	MS	38963	Tallahatchie	Flowers Square	20	Units
	29	Hunt	24755 Chagrin LLC	24753-24755 Chagrin Boulevard	Beachwood	OH	44122	Cuyahoga	Chagrin Professional Office	47,924	Square Feet
	30	Column Financial, Inc.	Ridgeville Three LLC	31836 Bagley Road	North Ridgeville	OH	44036	Lorain	Lakes of Ridgecrest Phase III	51	Units
	31	Hunt	Tuscany Villas LLC	724 Teasel Drive	Kingsport	TN	37660	Sullivan	Tuscany Villas Apartments	239	Units
	32	MC - Five Mile	Palmer Super Center, L.P. 	3745 Nicholas Street	Palmer Township	PA	18045	Northampton	Palmer Super Center	100,637	Square Feet
	33	The Bancorp Bank	Winter Garden Orlando, LLC	1218-1232 Winter Garden Vineland Road	Winter Garden	FL	34787	Orange	Winter Garden Business Park	91,734	Square Feet
	34	Hunt	JDS Battery B LLC	245 East 2nd Avenue	Columbus	OH	43201	Franklin	Battery B at The Jeffrey Apartments	56	Units
	35	MC - Five Mile	Taunton Depot Lot S, LLC	65 Taunton Depot Drive	Taunton	MA	02780	Bristol	Taunton Depot Shopping Center	28,042	Square Feet
	36	Hunt	SC Property 2, LLC	3155 Cobb Parkway Southeast	Atlanta	GA	30339	Cobb	Cumberland Pointe	16,649	Square Feet
	37	MC - Five Mile	Walnut Capital Partners - Shadyside L.P.	5542 Walnut Street	Pittsburgh	PA	15232	Allegheny	Banana Republic	14,853	Square Feet
	38	MC - Five Mile	TM3HM, LLC; TTMM8HM, LLC; LMSTHM, LLC;
    STLTHM, LLC; Houston Montrose, LLC	3407 Montrose Boulevard	Houston	TX	77006	Harris	Hawthorne Square	14,336	Square Feet
	39	MC - Five Mile	Ardena Providence LLC	539 Smith Street	Providence 	RI	02908	Providence	539 Smith Street	39,063	Square Feet
	40	The Bancorp Bank	24 Drayton Street Property, LLC	24 Drayton Street	Savannah	GA	30305	Chatham	The Realty Building	51,142	Square Feet
	41	Hunt	Lochaven Apartments, LLC	99 Lochaven Drive	Newport News	VA	23602	Newport News	Lochaven Apartments	143	Units
	42	MC - Five Mile	TM3WM, LLC; TTMM8HW, LLC; LMSTHW, LLC;
    STLTHW, LLC; Sam LawrenceHouston2, LLC	515 Westheimer Road	Houston 	TX	77006	Harris	515 Westheimer	13,102	Square Feet
	43	MC - Five Mile	Alexander House I LLC	6060 Gulfton	Houston	TX	77081	Harris	Alexander House	236	Units
	44	The Bancorp Bank	Sneads Ferry Shopping Center, LLC	965 Old Folkstone Road	Sneads Ferry	NC	28460	Onslow	TopSail Way Shopping Center	63,750	Square Feet
	45	MC - Five Mile	FMMP, L.L.C.	4821 & 4825 Highway 95 	Fort Mohave	AZ	86426	Mohave	Aztec Square	25,905	Square Feet
	46	Column Financial, Inc.	Homecrest Mobile Associates, LLLP	815 Curtis Road	Boise	ID	83705	Ada	Homecrest MHC	94	Pads
	47	MC - Five Mile	Bath Street Partners	501 Bath Street	Santa Barbara	CA	93101	Santa Barbara	501 Bath Street	16,198	Square Feet
	48	Hunt	2100-2106 Orange LLC	2100 & 2106 North Orange Avenue	Orlando	FL	32804	Orange	2100 & 2106 N. Orange Avenue	11,244	Square Feet
	49	MC - Five Mile	CIG VB Sea Breeze Baltic Apartments, LLC;
    CIG VB Bay Breeze East Apartments, LLC; CIG VB Bay Breeze West Apartments, LLC	Various	Virginia Beach	VA	Various	Lower Norfolk County	Coastal Breeze Apartment Portfolio	51	Units
	49.1	MC - Five Mile	 	4800 Apple Orchard Court	Virginia Beach	VA	23455	Lower Norfolk County	Apple	24	Units
	49.2	MC - Five Mile	 	2201 Baltic Avenue	Virginia Beach	VA	23451	Lower Norfolk County	Baltic	15	Units
	49.3	MC - Five Mile	 	4700 Maple Terrace Court	Virginia Beach	VA	23455	Lower Norfolk County	Maple	12	Units
	50	Column Financial, Inc.	Villa Home Community, LLC	410 East 23rd street	Roswell	NM	88201	Chaves	Gross - Villa MHP	81	Pads


 






     


    	 



    




 





	Loan
    ID #	Originator/Loan
    Seller	 Mortgage
    Rate in Effect at Origination (%) 	 Net
    Mortgage Rate in Effect at the Cut-off Date (%) 	Companion
    Loan Mortgage Rate in Effect at Origination (%)	Companion
    Loan Net Mortgage Rate in Effect at the Cut-off Date (%)	 Original
    Principal Balance 	 Cut-off
    Principal Balance 	Original
    Term	Remaining
    Term	Maturity/ARD
    Date	Amortiziation
    Term	Remaining
    Amortization Term for Balloon Loans	Companion
    Loan Cut-off Principal Balance
	1	Column Financial, Inc.	3.8164107%	3.8036107%	3.8164107%	3.7168481%	$88,100,000	$88,100,000	84	78	11/6/2022	0	0	540,600,000
	1.001	Column Financial, Inc.	 	 	 	 	$4,413,641	$4,413,641	 	 	 	 	 	 
	1.002	Column Financial, Inc.	 	 	 	 	$2,370,781	$2,370,781	 	 	 	 	 	 
	1.003	Column Financial, Inc.	 	 	 	 	$2,237,840	$2,237,840	 	 	 	 	 	 
	1.004	Column Financial, Inc.	 	 	 	 	$2,029,566	$2,029,566	 	 	 	 	 	 
	1.005	Column Financial, Inc.	 	 	 	 	$1,963,095	$1,963,095	 	 	 	 	 	 
	1.006	Column Financial, Inc.	 	 	 	 	$1,843,449	$1,843,449	 	 	 	 	 	 
	1.007	Column Financial, Inc.	 	 	 	 	$1,772,547	$1,772,547	 	 	 	 	 	 
	1.008	Column Financial, Inc.	 	 	 	 	$1,737,096	$1,737,096	 	 	 	 	 	 
	1.009	Column Financial, Inc.	 	 	 	 	$1,710,508	$1,710,508	 	 	 	 	 	 
	1.010	Column Financial, Inc.	 	 	 	 	$1,595,292	$1,595,292	 	 	 	 	 	 
	1.011	Column Financial, Inc.	 	 	 	 	$1,573,135	$1,573,135	 	 	 	 	 	 
	1.012	Column Financial, Inc.	 	 	 	 	$1,484,508	$1,484,508	 	 	 	 	 	 
	1.013	Column Financial, Inc.	 	 	 	 	$1,457,920	$1,457,920	 	 	 	 	 	 
	1.014	Column Financial, Inc.	 	 	 	 	$1,302,822	$1,302,822	 	 	 	 	 	 
	1.015	Column Financial, Inc.	 	 	 	 	$1,302,822	$1,302,822	 	 	 	 	 	 
	1.016	Column Financial, Inc.	 	 	 	 	$1,293,959	$1,293,959	 	 	 	 	 	 
	1.017	Column Financial, Inc.	 	 	 	 	$1,267,371	$1,267,371	 	 	 	 	 	 
	1.018	Column Financial, Inc.	 	 	 	 	$1,227,489	$1,227,489	 	 	 	 	 	 
	1.019	Column Financial, Inc.	 	 	 	 	$1,134,430	$1,134,430	 	 	 	 	 	 
	1.020	Column Financial, Inc.	 	 	 	 	$1,090,116	$1,090,116	 	 	 	 	 	 
	1.021	Column Financial, Inc.	 	 	 	 	$1,072,391	$1,072,391	 	 	 	 	 	 
	1.022	Column Financial, Inc.	 	 	 	 	$1,054,665	$1,054,665	 	 	 	 	 	 
	1.023	Column Financial, Inc.	 	 	 	 	$1,050,234	$1,050,234	 	 	 	 	 	 
	1.024	Column Financial, Inc.	 	 	 	 	$1,023,646	$1,023,646	 	 	 	 	 	 
	1.025	Column Financial, Inc.	 	 	 	 	$1,014,783	$1,014,783	 	 	 	 	 	 
	1.026	Column Financial, Inc.	 	 	 	 	$983,763	$983,763	 	 	 	 	 	 
	1.027	Column Financial, Inc.	 	 	 	 	$957,175	$957,175	 	 	 	 	 	 
	1.028	Column Financial, Inc.	 	 	 	 	$935,018	$935,018	 	 	 	 	 	 
	1.029	Column Financial, Inc.	 	 	 	 	$908,430	$908,430	 	 	 	 	 	 
	1.030	Column Financial, Inc.	 	 	 	 	$895,136	$895,136	 	 	 	 	 	 
	1.031	Column Financial, Inc.	 	 	 	 	$872,979	$872,979	 	 	 	 	 	 
	1.032	Column Financial, Inc.	 	 	 	 	$855,254	$855,254	 	 	 	 	 	 
	1.033	Column Financial, Inc.	 	 	 	 	$841,960	$841,960	 	 	 	 	 	 
	1.034	Column Financial, Inc.	 	 	 	 	$828,665	$828,665	 	 	 	 	 	 
	1.035	Column Financial, Inc.	 	 	 	 	$824,234	$824,234	 	 	 	 	 	 
	1.036	Column Financial, Inc.	 	 	 	 	$815,372	$815,372	 	 	 	 	 	 
	1.037	Column Financial, Inc.	 	 	 	 	$779,921	$779,921	 	 	 	 	 	 
	1.038	Column Financial, Inc.	 	 	 	 	$779,921	$779,921	 	 	 	 	 	 
	1.039	Column Financial, Inc.	 	 	 	 	$757,764	$757,764	 	 	 	 	 	 
	1.040	Column Financial, Inc.	 	 	 	 	$691,293	$691,293	 	 	 	 	 	 
	1.041	Column Financial, Inc.	 	 	 	 	$691,293	$691,293	 	 	 	 	 	 
	1.042	Column Financial, Inc.	 	 	 	 	$686,862	$686,862	 	 	 	 	 	 
	1.043	Column Financial, Inc.	 	 	 	 	$677,999	$677,999	 	 	 	 	 	 
	1.044	Column Financial, Inc.	 	 	 	 	$677,999	$677,999	 	 	 	 	 	 
	1.045	Column Financial, Inc.	 	 	 	 	$677,999	$677,999	 	 	 	 	 	 
	1.046	Column Financial, Inc.	 	 	 	 	$669,136	$669,136	 	 	 	 	 	 
	1.047	Column Financial, Inc.	 	 	 	 	$660,274	$660,274	 	 	 	 	 	 
	1.048	Column Financial, Inc.	 	 	 	 	$655,842	$655,842	 	 	 	 	 	 
	1.049	Column Financial, Inc.	 	 	 	 	$646,980	$646,980	 	 	 	 	 	 
	1.050	Column Financial, Inc.	 	 	 	 	$642,548	$642,548	 	 	 	 	 	 
	1.051	Column Financial, Inc.	 	 	 	 	$633,685	$633,685	 	 	 	 	 	 
	1.052	Column Financial, Inc.	 	 	 	 	$633,685	$633,685	 	 	 	 	 	 
	1.053	Column Financial, Inc.	 	 	 	 	$624,823	$624,823	 	 	 	 	 	 
	1.054	Column Financial, Inc.	 	 	 	 	$607,097	$607,097	 	 	 	 	 	 
	1.055	Column Financial, Inc.	 	 	 	 	$593,803	$593,803	 	 	 	 	 	 
	1.056	Column Financial, Inc.	 	 	 	 	$580,509	$580,509	 	 	 	 	 	 
	1.057	Column Financial, Inc.	 	 	 	 	$567,215	$567,215	 	 	 	 	 	 
	1.058	Column Financial, Inc.	 	 	 	 	$549,489	$549,489	 	 	 	 	 	 
	1.059	Column Financial, Inc.	 	 	 	 	$549,489	$549,489	 	 	 	 	 	 
	1.060	Column Financial, Inc.	 	 	 	 	$545,058	$545,058	 	 	 	 	 	 
	1.061	Column Financial, Inc.	 	 	 	 	$540,627	$540,627	 	 	 	 	 	 
	1.062	Column Financial, Inc.	 	 	 	 	$536,195	$536,195	 	 	 	 	 	 
	1.063	Column Financial, Inc.	 	 	 	 	$531,764	$531,764	 	 	 	 	 	 
	1.064	Column Financial, Inc.	 	 	 	 	$505,176	$505,176	 	 	 	 	 	 
	1.065	Column Financial, Inc.	 	 	 	 	$500,744	$500,744	 	 	 	 	 	 
	1.066	Column Financial, Inc.	 	 	 	 	$469,725	$469,725	 	 	 	 	 	 
	1.067	Column Financial, Inc.	 	 	 	 	$465,293	$465,293	 	 	 	 	 	 
	1.068	Column Financial, Inc.	 	 	 	 	$460,862	$460,862	 	 	 	 	 	 
	1.069	Column Financial, Inc.	 	 	 	 	$460,862	$460,862	 	 	 	 	 	 
	1.070	Column Financial, Inc.	 	 	 	 	$456,431	$456,431	 	 	 	 	 	 
	1.071	Column Financial, Inc.	 	 	 	 	$451,999	$451,999	 	 	 	 	 	 
	1.072	Column Financial, Inc.	 	 	 	 	$447,568	$447,568	 	 	 	 	 	 
	1.073	Column Financial, Inc.	 	 	 	 	$425,411	$425,411	 	 	 	 	 	 
	1.074	Column Financial, Inc.	 	 	 	 	$407,686	$407,686	 	 	 	 	 	 
	1.075	Column Financial, Inc.	 	 	 	 	$403,254	$403,254	 	 	 	 	 	 
	1.076	Column Financial, Inc.	 	 	 	 	$398,823	$398,823	 	 	 	 	 	 
	1.077	Column Financial, Inc.	 	 	 	 	$398,823	$398,823	 	 	 	 	 	 
	1.078	Column Financial, Inc.	 	 	 	 	$381,097	$381,097	 	 	 	 	 	 
	1.079	Column Financial, Inc.	 	 	 	 	$381,097	$381,097	 	 	 	 	 	 
	1.080	Column Financial, Inc.	 	 	 	 	$376,666	$376,666	 	 	 	 	 	 
	1.081	Column Financial, Inc.	 	 	 	 	$372,235	$372,235	 	 	 	 	 	 
	1.082	Column Financial, Inc.	 	 	 	 	$358,941	$358,941	 	 	 	 	 	 
	1.083	Column Financial, Inc.	 	 	 	 	$358,941	$358,941	 	 	 	 	 	 
	1.084	Column Financial, Inc.	 	 	 	 	$354,509	$354,509	 	 	 	 	 	 
	1.085	Column Financial, Inc.	 	 	 	 	$345,647	$345,647	 	 	 	 	 	 
	1.086	Column Financial, Inc.	 	 	 	 	$336,784	$336,784	 	 	 	 	 	 
	1.087	Column Financial, Inc.	 	 	 	 	$327,921	$327,921	 	 	 	 	 	 
	1.088	Column Financial, Inc.	 	 	 	 	$323,490	$323,490	 	 	 	 	 	 
	1.089	Column Financial, Inc.	 	 	 	 	$319,058	$319,058	 	 	 	 	 	 
	1.090	Column Financial, Inc.	 	 	 	 	$305,764	$305,764	 	 	 	 	 	 
	1.091	Column Financial, Inc.	 	 	 	 	$301,333	$301,333	 	 	 	 	 	 
	1.092	Column Financial, Inc.	 	 	 	 	$296,902	$296,902	 	 	 	 	 	 
	1.093	Column Financial, Inc.	 	 	 	 	$288,039	$288,039	 	 	 	 	 	 
	1.094	Column Financial, Inc.	 	 	 	 	$283,607	$283,607	 	 	 	 	 	 
	1.095	Column Financial, Inc.	 	 	 	 	$283,607	$283,607	 	 	 	 	 	 
	1.096	Column Financial, Inc.	 	 	 	 	$283,607	$283,607	 	 	 	 	 	 
	1.097	Column Financial, Inc.	 	 	 	 	$283,607	$283,607	 	 	 	 	 	 
	1.098	Column Financial, Inc.	 	 	 	 	$279,176	$279,176	 	 	 	 	 	 
	1.099	Column Financial, Inc.	 	 	 	 	$274,745	$274,745	 	 	 	 	 	 
	1.100	Column Financial, Inc.	 	 	 	 	$265,882	$265,882	 	 	 	 	 	 
	1.101	Column Financial, Inc.	 	 	 	 	$265,882	$265,882	 	 	 	 	 	 
	1.102	Column Financial, Inc.	 	 	 	 	$265,882	$265,882	 	 	 	 	 	 
	1.103	Column Financial, Inc.	 	 	 	 	$261,451	$261,451	 	 	 	 	 	 
	1.104	Column Financial, Inc.	 	 	 	 	$243,725	$243,725	 	 	 	 	 	 
	1.105	Column Financial, Inc.	 	 	 	 	$239,294	$239,294	 	 	 	 	 	 
	1.106	Column Financial, Inc.	 	 	 	 	$239,294	$239,294	 	 	 	 	 	 
	1.107	Column Financial, Inc.	 	 	 	 	$234,862	$234,862	 	 	 	 	 	 
	1.108	Column Financial, Inc.	 	 	 	 	$234,862	$234,862	 	 	 	 	 	 
	1.109	Column Financial, Inc.	 	 	 	 	$230,431	$230,431	 	 	 	 	 	 
	1.110	Column Financial, Inc.	 	 	 	 	$226,000	$226,000	 	 	 	 	 	 
	1.111	Column Financial, Inc.	 	 	 	 	$217,137	$217,137	 	 	 	 	 	 
	1.112	Column Financial, Inc.	 	 	 	 	$217,137	$217,137	 	 	 	 	 	 
	1.113	Column Financial, Inc.	 	 	 	 	$212,706	$212,706	 	 	 	 	 	 
	1.114	Column Financial, Inc.	 	 	 	 	$212,706	$212,706	 	 	 	 	 	 
	1.115	Column Financial, Inc.	 	 	 	 	$208,274	$208,274	 	 	 	 	 	 
	1.116	Column Financial, Inc.	 	 	 	 	$208,274	$208,274	 	 	 	 	 	 
	1.117	Column Financial, Inc.	 	 	 	 	$208,274	$208,274	 	 	 	 	 	 
	1.118	Column Financial, Inc.	 	 	 	 	$199,412	$199,412	 	 	 	 	 	 
	1.119	Column Financial, Inc.	 	 	 	 	$199,412	$199,412	 	 	 	 	 	 
	1.120	Column Financial, Inc.	 	 	 	 	$186,117	$186,117	 	 	 	 	 	 
	1.121	Column Financial, Inc.	 	 	 	 	$181,686	$181,686	 	 	 	 	 	 
	1.122	Column Financial, Inc.	 	 	 	 	$177,255	$177,255	 	 	 	 	 	 
	1.123	Column Financial, Inc.	 	 	 	 	$172,823	$172,823	 	 	 	 	 	 
	1.124	Column Financial, Inc.	 	 	 	 	$163,961	$163,961	 	 	 	 	 	 
	1.125	Column Financial, Inc.	 	 	 	 	$163,961	$163,961	 	 	 	 	 	 
	1.126	Column Financial, Inc.	 	 	 	 	$163,961	$163,961	 	 	 	 	 	 
	1.127	Column Financial, Inc.	 	 	 	 	$163,961	$163,961	 	 	 	 	 	 
	1.128	Column Financial, Inc.	 	 	 	 	$159,529	$159,529	 	 	 	 	 	 
	1.129	Column Financial, Inc.	 	 	 	 	$159,529	$159,529	 	 	 	 	 	 
	1.130	Column Financial, Inc.	 	 	 	 	$155,098	$155,098	 	 	 	 	 	 
	1.131	Column Financial, Inc.	 	 	 	 	$155,098	$155,098	 	 	 	 	 	 
	1.132	Column Financial, Inc.	 	 	 	 	$137,372	$137,372	 	 	 	 	 	 
	1.133	Column Financial, Inc.	 	 	 	 	$128,510	$128,510	 	 	 	 	 	 
	1.134	Column Financial, Inc.	 	 	 	 	$124,078	$124,078	 	 	 	 	 	 
	1.135	Column Financial, Inc.	 	 	 	 	$119,647	$119,647	 	 	 	 	 	 
	1.136	Column Financial, Inc.	 	 	 	 	$119,647	$119,647	 	 	 	 	 	 
	1.137	Column Financial, Inc.	 	 	 	 	$115,216	$115,216	 	 	 	 	 	 
	1.138	Column Financial, Inc.	 	 	 	 	$115,216	$115,216	 	 	 	 	 	 
	1.139	Column Financial, Inc.	 	 	 	 	$106,353	$106,353	 	 	 	 	 	 
	1.140	Column Financial, Inc.	 	 	 	 	$106,353	$106,353	 	 	 	 	 	 
	1.141	Column Financial, Inc.	 	 	 	 	$75,333	$75,333	 	 	 	 	 	 
	1.142	Column Financial, Inc.	 	 	 	 	$57,608	$57,608	 	 	 	 	 	 
	2	BSP	5.0500000%	5.0316500%	NAP	NAP	$87,000,000	$87,000,000	120	119	4/6/2026	0	0	NAP
	3	Column Financial, Inc.	4.2000000%	4.1859500%	4.1859500%	4.1836600%	$66,666,667	$66,666,667	120	120	5/1/2026	0	0	83,333,333
	4	BNYM	5.1250000%	5.1066500%	NAP	NAP	$48,500,000	$48,500,000	120	116	1/6/2026	360	360	NAP
	4.1	BNYM	 	 	 	 	$16,650,000	$16,650,000	 	 	 	 	 	 
	4.2	BNYM	 	 	 	 	$13,400,000	$13,400,000	 	 	 	 	 	 
	4.3	BNYM	 	 	 	 	$7,500,000	$7,500,000	 	 	 	 	 	 
	4.4	BNYM	 	 	 	 	$6,200,000	$6,200,000	 	 	 	 	 	 
	4.5	BNYM	 	 	 	 	$4,750,000	$4,750,000	 	 	 	 	 	 
	5	Column Financial, Inc.	4.1439213%	4.1311213%	4.1439213%	4.1383213%	$42,900,000	$42,900,000	120	114	11/6/2025	0	0	594,700,000
	5.001	Column Financial, Inc.	 	 	 	 	$2,557,922	$2,557,922	 	 	 	 	 	 
	5.002	Column Financial, Inc.	 	 	 	 	$2,216,149	$2,216,149	 	 	 	 	 	 
	5.003	Column Financial, Inc.	 	 	 	 	$1,259,615	$1,259,615	 	 	 	 	 	 
	5.004	Column Financial, Inc.	 	 	 	 	$1,107,000	$1,107,000	 	 	 	 	 	 
	5.005	Column Financial, Inc.	 	 	 	 	$1,104,850	$1,104,850	 	 	 	 	 	 
	5.006	Column Financial, Inc.	 	 	 	 	$1,042,514	$1,042,514	 	 	 	 	 	 
	5.007	Column Financial, Inc.	 	 	 	 	$988,776	$988,776	 	 	 	 	 	 
	5.008	Column Financial, Inc.	 	 	 	 	$967,281	$967,281	 	 	 	 	 	 
	5.009	Column Financial, Inc.	 	 	 	 	$943,637	$943,637	 	 	 	 	 	 
	5.010	Column Financial, Inc.	 	 	 	 	$930,740	$930,740	 	 	 	 	 	 
	5.011	Column Financial, Inc.	 	 	 	 	$868,404	$868,404	 	 	 	 	 	 
	5.012	Column Financial, Inc.	 	 	 	 	$851,208	$851,208	 	 	 	 	 	 
	5.013	Column Financial, Inc.	 	 	 	 	$827,563	$827,563	 	 	 	 	 	 
	5.014	Column Financial, Inc.	 	 	 	 	$720,087	$720,087	 	 	 	 	 	 
	5.015	Column Financial, Inc.	 	 	 	 	$629,808	$629,808	 	 	 	 	 	 
	5.016	Column Financial, Inc.	 	 	 	 	$619,060	$619,060	 	 	 	 	 	 
	5.017	Column Financial, Inc.	 	 	 	 	$597,565	$597,565	 	 	 	 	 	 
	5.018	Column Financial, Inc.	 	 	 	 	$597,565	$597,565	 	 	 	 	 	 
	5.019	Column Financial, Inc.	 	 	 	 	$556,724	$556,724	 	 	 	 	 	 
	5.020	Column Financial, Inc.	 	 	 	 	$550,276	$550,276	 	 	 	 	 	 
	5.021	Column Financial, Inc.	 	 	 	 	$526,631	$526,631	 	 	 	 	 	 
	5.022	Column Financial, Inc.	 	 	 	 	$500,837	$500,837	 	 	 	 	 	 
	5.023	Column Financial, Inc.	 	 	 	 	$483,641	$483,641	 	 	 	 	 	 
	5.024	Column Financial, Inc.	 	 	 	 	$472,893	$472,893	 	 	 	 	 	 
	5.025	Column Financial, Inc.	 	 	 	 	$470,744	$470,744	 	 	 	 	 	 
	5.026	Column Financial, Inc.	 	 	 	 	$453,547	$453,547	 	 	 	 	 	 
	5.027	Column Financial, Inc.	 	 	 	 	$440,650	$440,650	 	 	 	 	 	 
	5.028	Column Financial, Inc.	 	 	 	 	$434,202	$434,202	 	 	 	 	 	 
	5.029	Column Financial, Inc.	 	 	 	 	$419,155	$419,155	 	 	 	 	 	 
	5.030	Column Financial, Inc.	 	 	 	 	$419,155	$419,155	 	 	 	 	 	 
	5.031	Column Financial, Inc.	 	 	 	 	$414,856	$414,856	 	 	 	 	 	 
	5.032	Column Financial, Inc.	 	 	 	 	$410,557	$410,557	 	 	 	 	 	 
	5.033	Column Financial, Inc.	 	 	 	 	$408,408	$408,408	 	 	 	 	 	 
	5.034	Column Financial, Inc.	 	 	 	 	$395,511	$395,511	 	 	 	 	 	 
	5.035	Column Financial, Inc.	 	 	 	 	$389,062	$389,062	 	 	 	 	 	 
	5.036	Column Financial, Inc.	 	 	 	 	$384,763	$384,763	 	 	 	 	 	 
	5.037	Column Financial, Inc.	 	 	 	 	$382,613	$382,613	 	 	 	 	 	 
	5.038	Column Financial, Inc.	 	 	 	 	$382,613	$382,613	 	 	 	 	 	 
	5.039	Column Financial, Inc.	 	 	 	 	$367,567	$367,567	 	 	 	 	 	 
	5.040	Column Financial, Inc.	 	 	 	 	$356,819	$356,819	 	 	 	 	 	 
	5.041	Column Financial, Inc.	 	 	 	 	$333,175	$333,175	 	 	 	 	 	 
	5.042	Column Financial, Inc.	 	 	 	 	$333,175	$333,175	 	 	 	 	 	 
	5.043	Column Financial, Inc.	 	 	 	 	$324,577	$324,577	 	 	 	 	 	 
	5.044	Column Financial, Inc.	 	 	 	 	$322,427	$322,427	 	 	 	 	 	 
	5.045	Column Financial, Inc.	 	 	 	 	$320,278	$320,278	 	 	 	 	 	 
	5.046	Column Financial, Inc.	 	 	 	 	$320,278	$320,278	 	 	 	 	 	 
	5.047	Column Financial, Inc.	 	 	 	 	$320,278	$320,278	 	 	 	 	 	 
	5.048	Column Financial, Inc.	 	 	 	 	$318,128	$318,128	 	 	 	 	 	 
	5.049	Column Financial, Inc.	 	 	 	 	$315,979	$315,979	 	 	 	 	 	 
	5.050	Column Financial, Inc.	 	 	 	 	$311,680	$311,680	 	 	 	 	 	 
	5.051	Column Financial, Inc.	 	 	 	 	$303,081	$303,081	 	 	 	 	 	 
	5.052	Column Financial, Inc.	 	 	 	 	$303,081	$303,081	 	 	 	 	 	 
	5.053	Column Financial, Inc.	 	 	 	 	$300,932	$300,932	 	 	 	 	 	 
	5.054	Column Financial, Inc.	 	 	 	 	$298,782	$298,782	 	 	 	 	 	 
	5.055	Column Financial, Inc.	 	 	 	 	$290,184	$290,184	 	 	 	 	 	 
	5.056	Column Financial, Inc.	 	 	 	 	$285,885	$285,885	 	 	 	 	 	 
	5.057	Column Financial, Inc.	 	 	 	 	$268,689	$268,689	 	 	 	 	 	 
	5.058	Column Financial, Inc.	 	 	 	 	$262,241	$262,241	 	 	 	 	 	 
	5.059	Column Financial, Inc.	 	 	 	 	$260,091	$260,091	 	 	 	 	 	 
	5.060	Column Financial, Inc.	 	 	 	 	$253,643	$253,643	 	 	 	 	 	 
	5.061	Column Financial, Inc.	 	 	 	 	$251,493	$251,493	 	 	 	 	 	 
	5.062	Column Financial, Inc.	 	 	 	 	$247,194	$247,194	 	 	 	 	 	 
	5.063	Column Financial, Inc.	 	 	 	 	$240,746	$240,746	 	 	 	 	 	 
	5.064	Column Financial, Inc.	 	 	 	 	$223,549	$223,549	 	 	 	 	 	 
	5.065	Column Financial, Inc.	 	 	 	 	$223,549	$223,549	 	 	 	 	 	 
	5.066	Column Financial, Inc.	 	 	 	 	$221,400	$221,400	 	 	 	 	 	 
	5.067	Column Financial, Inc.	 	 	 	 	$214,951	$214,951	 	 	 	 	 	 
	5.068	Column Financial, Inc.	 	 	 	 	$212,802	$212,802	 	 	 	 	 	 
	5.069	Column Financial, Inc.	 	 	 	 	$208,503	$208,503	 	 	 	 	 	 
	5.070	Column Financial, Inc.	 	 	 	 	$204,204	$204,204	 	 	 	 	 	 
	5.071	Column Financial, Inc.	 	 	 	 	$204,204	$204,204	 	 	 	 	 	 
	5.072	Column Financial, Inc.	 	 	 	 	$204,204	$204,204	 	 	 	 	 	 
	5.073	Column Financial, Inc.	 	 	 	 	$204,204	$204,204	 	 	 	 	 	 
	5.074	Column Financial, Inc.	 	 	 	 	$202,054	$202,054	 	 	 	 	 	 
	5.075	Column Financial, Inc.	 	 	 	 	$199,905	$199,905	 	 	 	 	 	 
	5.076	Column Financial, Inc.	 	 	 	 	$197,755	$197,755	 	 	 	 	 	 
	5.077	Column Financial, Inc.	 	 	 	 	$197,755	$197,755	 	 	 	 	 	 
	5.078	Column Financial, Inc.	 	 	 	 	$195,606	$195,606	 	 	 	 	 	 
	5.079	Column Financial, Inc.	 	 	 	 	$193,456	$193,456	 	 	 	 	 	 
	5.080	Column Financial, Inc.	 	 	 	 	$189,157	$189,157	 	 	 	 	 	 
	5.081	Column Financial, Inc.	 	 	 	 	$187,008	$187,008	 	 	 	 	 	 
	5.082	Column Financial, Inc.	 	 	 	 	$182,709	$182,709	 	 	 	 	 	 
	5.083	Column Financial, Inc.	 	 	 	 	$176,260	$176,260	 	 	 	 	 	 
	5.084	Column Financial, Inc.	 	 	 	 	$176,260	$176,260	 	 	 	 	 	 
	5.085	Column Financial, Inc.	 	 	 	 	$171,961	$171,961	 	 	 	 	 	 
	5.086	Column Financial, Inc.	 	 	 	 	$169,812	$169,812	 	 	 	 	 	 
	5.087	Column Financial, Inc.	 	 	 	 	$165,513	$165,513	 	 	 	 	 	 
	5.088	Column Financial, Inc.	 	 	 	 	$165,513	$165,513	 	 	 	 	 	 
	5.089	Column Financial, Inc.	 	 	 	 	$163,363	$163,363	 	 	 	 	 	 
	5.090	Column Financial, Inc.	 	 	 	 	$163,363	$163,363	 	 	 	 	 	 
	5.091	Column Financial, Inc.	 	 	 	 	$161,214	$161,214	 	 	 	 	 	 
	5.092	Column Financial, Inc.	 	 	 	 	$161,214	$161,214	 	 	 	 	 	 
	5.093	Column Financial, Inc.	 	 	 	 	$144,017	$144,017	 	 	 	 	 	 
	5.094	Column Financial, Inc.	 	 	 	 	$144,017	$144,017	 	 	 	 	 	 
	5.095	Column Financial, Inc.	 	 	 	 	$137,569	$137,569	 	 	 	 	 	 
	5.096	Column Financial, Inc.	 	 	 	 	$133,270	$133,270	 	 	 	 	 	 
	5.097	Column Financial, Inc.	 	 	 	 	$126,821	$126,821	 	 	 	 	 	 
	5.098	Column Financial, Inc.	 	 	 	 	$120,373	$120,373	 	 	 	 	 	 
	5.099	Column Financial, Inc.	 	 	 	 	$120,373	$120,373	 	 	 	 	 	 
	5.100	Column Financial, Inc.	 	 	 	 	$118,223	$118,223	 	 	 	 	 	 
	5.101	Column Financial, Inc.	 	 	 	 	$111,775	$111,775	 	 	 	 	 	 
	5.102	Column Financial, Inc.	 	 	 	 	$109,625	$109,625	 	 	 	 	 	 
	5.103	Column Financial, Inc.	 	 	 	 	$103,177	$103,177	 	 	 	 	 	 
	5.104	Column Financial, Inc.	 	 	 	 	$103,177	$103,177	 	 	 	 	 	 
	5.105	Column Financial, Inc.	 	 	 	 	$96,728	$96,728	 	 	 	 	 	 
	5.106	Column Financial, Inc.	 	 	 	 	$94,579	$94,579	 	 	 	 	 	 
	5.107	Column Financial, Inc.	 	 	 	 	$85,981	$85,981	 	 	 	 	 	 
	5.108	Column Financial, Inc.	 	 	 	 	$79,532	$79,532	 	 	 	 	 	 
	5.109	Column Financial, Inc.	 	 	 	 	$75,233	$75,233	 	 	 	 	 	 
	5.110	Column Financial, Inc.	 	 	 	 	$66,635	$66,635	 	 	 	 	 	 
	5.111	Column Financial, Inc.	 	 	 	 	$62,336	$62,336	 	 	 	 	 	 
	5.112	Column Financial, Inc.	 	 	 	 	$47,289	$47,289	 	 	 	 	 	 
	5.113	Column Financial, Inc.	 	 	 	 	$21,495	$21,495	 	 	 	 	 	 
	5.114	Column Financial, Inc.	 	 	 	 	$19,346	$19,346	 	 	 	 	 	 
	6	Column Financial, Inc.	5.2000000%	5.1816500%	NAP	NAP	$37,450,000	$37,450,000	120	118	3/6/2026	360	360	NAP
	7	BNYM	5.1620000%	5.1436500%	NAP	NAP	$33,000,000	$33,000,000	120	118	3/6/2026	360	360	NAP
	8	MC - Five Mile	4.9000000%	4.8816500%	4.9000000%	4.8816500%	$25,000,000	$25,000,000	120	117	2/6/2026	360	360	16,400,000
	9	BNYM	5.0700000%	5.0516500%	NAP	NAP	$24,450,000	$24,450,000	120	116	1/6/2026	360	360	NAP
	10	Column Financial, Inc.	4.0162500%	4.0022000%	4.0162500%	4.0059500%	$20,000,000	$20,000,000	60	50	7/6/2020	360	360	180,000,000
	10.01	Column Financial, Inc.	 	 	 	 	$881,378	$881,378	 	 	 	 	 	 
	10.02	Column Financial, Inc.	 	 	 	 	$821,736	$821,736	 	 	 	 	 	 
	10.03	Column Financial, Inc.	 	 	 	 	$742,213	$742,213	 	 	 	 	 	 
	10.04	Column Financial, Inc.	 	 	 	 	$715,706	$715,706	 	 	 	 	 	 
	10.05	Column Financial, Inc.	 	 	 	 	$689,198	$689,198	 	 	 	 	 	 
	10.06	Column Financial, Inc.	 	 	 	 	$682,571	$682,571	 	 	 	 	 	 
	10.07	Column Financial, Inc.	 	 	 	 	$589,795	$589,795	 	 	 	 	 	 
	10.08	Column Financial, Inc.	 	 	 	 	$556,660	$556,660	 	 	 	 	 	 
	10.09	Column Financial, Inc.	 	 	 	 	$530,152	$530,152	 	 	 	 	 	 
	10.10	Column Financial, Inc.	 	 	 	 	$530,152	$530,152	 	 	 	 	 	 
	10.11	Column Financial, Inc.	 	 	 	 	$523,526	$523,526	 	 	 	 	 	 
	10.12	Column Financial, Inc.	 	 	 	 	$523,526	$523,526	 	 	 	 	 	 
	10.13	Column Financial, Inc.	 	 	 	 	$490,391	$490,391	 	 	 	 	 	 
	10.14	Column Financial, Inc.	 	 	 	 	$470,510	$470,510	 	 	 	 	 	 
	10.15	Column Financial, Inc.	 	 	 	 	$470,510	$470,510	 	 	 	 	 	 
	10.16	Column Financial, Inc.	 	 	 	 	$470,510	$470,510	 	 	 	 	 	 
	10.17	Column Financial, Inc.	 	 	 	 	$457,256	$457,256	 	 	 	 	 	 
	10.18	Column Financial, Inc.	 	 	 	 	$450,630	$450,630	 	 	 	 	 	 
	10.19	Column Financial, Inc.	 	 	 	 	$450,630	$450,630	 	 	 	 	 	 
	10.20	Column Financial, Inc.	 	 	 	 	$444,003	$444,003	 	 	 	 	 	 
	10.21	Column Financial, Inc.	 	 	 	 	$437,376	$437,376	 	 	 	 	 	 
	10.22	Column Financial, Inc.	 	 	 	 	$437,376	$437,376	 	 	 	 	 	 
	10.23	Column Financial, Inc.	 	 	 	 	$390,987	$390,987	 	 	 	 	 	 
	10.24	Column Financial, Inc.	 	 	 	 	$390,987	$390,987	 	 	 	 	 	 
	10.25	Column Financial, Inc.	 	 	 	 	$384,361	$384,361	 	 	 	 	 	 
	10.26	Column Financial, Inc.	 	 	 	 	$384,361	$384,361	 	 	 	 	 	 
	10.27	Column Financial, Inc.	 	 	 	 	$377,734	$377,734	 	 	 	 	 	 
	10.28	Column Financial, Inc.	 	 	 	 	$377,734	$377,734	 	 	 	 	 	 
	10.29	Column Financial, Inc.	 	 	 	 	$364,480	$364,480	 	 	 	 	 	 
	10.30	Column Financial, Inc.	 	 	 	 	$364,480	$364,480	 	 	 	 	 	 
	10.31	Column Financial, Inc.	 	 	 	 	$351,226	$351,226	 	 	 	 	 	 
	10.32	Column Financial, Inc.	 	 	 	 	$337,972	$337,972	 	 	 	 	 	 
	10.33	Column Financial, Inc.	 	 	 	 	$324,718	$324,718	 	 	 	 	 	 
	10.34	Column Financial, Inc.	 	 	 	 	$318,091	$318,091	 	 	 	 	 	 
	10.35	Column Financial, Inc.	 	 	 	 	$318,091	$318,091	 	 	 	 	 	 
	10.36	Column Financial, Inc.	 	 	 	 	$298,211	$298,211	 	 	 	 	 	 
	10.37	Column Financial, Inc.	 	 	 	 	$278,330	$278,330	 	 	 	 	 	 
	10.38	Column Financial, Inc.	 	 	 	 	$271,703	$271,703	 	 	 	 	 	 
	10.39	Column Financial, Inc.	 	 	 	 	$258,449	$258,449	 	 	 	 	 	 
	10.40	Column Financial, Inc.	 	 	 	 	$231,942	$231,942	 	 	 	 	 	 
	10.41	Column Financial, Inc.	 	 	 	 	$225,315	$225,315	 	 	 	 	 	 
	10.42	Column Financial, Inc.	 	 	 	 	$225,315	$225,315	 	 	 	 	 	 
	10.43	Column Financial, Inc.	 	 	 	 	$218,688	$218,688	 	 	 	 	 	 
	10.44	Column Financial, Inc.	 	 	 	 	$178,926	$178,926	 	 	 	 	 	 
	10.45	Column Financial, Inc.	 	 	 	 	$152,419	$152,419	 	 	 	 	 	 
	10.46	Column Financial, Inc.	 	 	 	 	$139,165	$139,165	 	 	 	 	 	 
	10.47	Column Financial, Inc.	 	 	 	 	$139,165	$139,165	 	 	 	 	 	 
	10.48	Column Financial, Inc.	 	 	 	 	$119,284	$119,284	 	 	 	 	 	 
	10.49	Column Financial, Inc.	 	 	 	 	$106,030	$106,030	 	 	 	 	 	 
	10.50	Column Financial, Inc.	 	 	 	 	$106,030	$106,030	 	 	 	 	 	 
	11	BSP	5.3500000%	5.3316500%	NAP	NAP	$20,000,000	$20,000,000	60	58	3/6/2021	0	0	NAP
	12	Column Financial, Inc.	5.0598333%	5.0414833%	NAP	NAP	$19,500,000	$19,422,501	120	116	1/6/2026	360	356	NAP
	13	BNYM	5.5830000%	5.5646500%	NAP	NAP	$16,000,000	$15,967,930	60	58	3/6/2021	360	358	NAP
	14	BSP	4.8100000%	4.7916500%	NAP	NAP	$15,250,000	$15,250,000	120	115	12/6/2025	360	360	NAP
	15	BSP	5.2100000%	5.1916500%	NAP	NAP	$15,000,000	$14,947,759	120	117	2/6/2026	360	357	NAP
	16	MC - Five Mile	4.8370000%	4.8186500%	NAP	NAP	$13,500,000	$13,500,000	120	114	11/6/2025	360	360	NAP
	17	Column Financial, Inc.	5.0000000%	4.9816500%	NAP	NAP	$10,400,000	$10,362,347	60	57	2/6/2021	360	357	NAP
	18	Column Financial, Inc.	4.5300000%	4.4816500%	NAP	NAP	$9,800,000	$9,800,000	120	120	5/6/2026	300	300	NAP
	19	BSP	5.9800000%	5.9616500%	NAP	NAP	$9,750,000	$9,735,887	120	119	4/6/2026	300	299	NAP
	20	MC - Five Mile	5.5600000%	5.5416500%	NAP	NAP	$9,500,000	$9,480,863	120	118	3/6/2026	360	358	NAP
	21	The Bancorp Bank	5.0400000%	5.0216500%	NAP	NAP	$9,400,000	$9,400,000	120	117	2/5/2026	360	360	NAP
	22	The Bancorp Bank	5.1000000%	5.0816500%	NAP	NAP	$8,600,000	$8,569,433	120	117	2/5/2026	360	357	NAP
	23	MC - Five Mile	4.8500000%	4.8316500%	NAP	NAP	$8,272,500	$8,272,500	120	115	12/6/2025	360	360	NAP
	24	Hunt	4.9900000%	4.9366500%	NAP	NAP	$7,700,000	$7,700,000	120	117	2/6/2026	360	360	NAP
	25	Column Financial, Inc.	4.8600000%	4.8416500%	NAP	NAP	$7,400,000	$7,400,000	120	118	3/6/2026	360	360	NAP
	26	The Bancorp Bank	5.2900000%	5.2716500%	NAP	NAP	$7,200,000	$7,200,000	120	120	5/5/2026	360	360	NAP
	27	BSP	4.9000000%	4.8816500%	NAP	NAP	$6,175,000	$6,138,601	120	115	12/6/2025	360	355	NAP
	28	MC - Five Mile	4.8320000%	4.8136500%	NAP	NAP	$6,125,000	$6,125,000	120	114	11/6/2025	360	360	NAP
	28.1	MC - Five Mile	 	 	NAP	NAP	$2,962,500	$2,962,500	 	 	 	 	 	 
	28.2	MC - Five Mile	 	 	 	 	$1,075,000	$1,075,000	 	 	 	 	 	 
	28.3	MC - Five Mile	 	 	 	 	$727,500	$727,500	 	 	 	 	 	 
	28.4	MC - Five Mile	 	 	 	 	$705,000	$705,000	 	 	 	 	 	 
	28.5	MC - Five Mile	 	 	 	 	$655,000	$655,000	 	 	 	 	 	 
	29	Hunt	4.8400000%	4.7866500%	NAP	NAP	$6,100,000	$6,100,000	120	117	2/5/2026	360	360	NAP
	30	Column Financial, Inc.	4.8000000%	4.7816500%	NAP	NAP	$5,900,000	$5,900,000	120	116	1/6/2026	360	360	NAP
	31	Hunt	5.1500000%	5.0966500%	NAP	NAP	$5,850,000	$5,797,027	120	112	9/1/2025	360	352	NAP
	32	MC - Five Mile	4.8030000%	4.7846500%	NAP	NAP	$5,750,000	$5,728,417	120	117	2/6/2026	360	357	NAP
	33	The Bancorp Bank	4.8600000%	4.7916500%	NAP	NAP	$5,557,500	$5,557,500	120	118	3/5/2026	360	360	NAP
	34	Hunt	4.4600000%	4.4066500%	NAP	NAP	$5,350,000	$5,350,000	120	116	1/5/2026	360	360	NAP
	35	MC - Five Mile	5.2000000%	5.1816500%	NAP	NAP	$5,350,000	$5,338,361	120	118	3/6/2026	360	358	NAP
	36	Hunt	4.8900000%	4.8366500%	NAP	NAP	$5,100,000	$5,100,000	84	80	1/5/2023	360	360	NAP
	37	MC - Five Mile	4.8500000%	4.8316500%	NAP	NAP	$4,850,000	$4,850,000	120	115	12/6/2025	360	360	NAP
	38	MC - Five Mile	5.0300000%	5.0116500%	NAP	NAP	$4,820,000	$4,820,000	120	115	12/6/2025	360	360	NAP
	39	MC - Five Mile	4.7750000%	4.7566500%	NAP	NAP	$4,800,000	$4,800,000	120	115	12/6/2025	360	360	NAP
	40	The Bancorp Bank	4.6400000%	4.6216500%	NAP	NAP	$4,792,500	$4,792,500	120	116	1/5/2026	0	0	NAP
	41	Hunt	4.5200000%	4.4666500%	NAP	NAP	$4,000,000	$4,000,000	120	114	11/1/2025	360	360	NAP
	42	MC - Five Mile	5.1295000%	5.1111500%	NAP	NAP	$4,000,000	$3,981,685	120	116	1/6/2026	360	356	NAP
	43	MC - Five Mile	4.6750000%	4.6566500%	NAP	NAP	$4,000,000	$3,975,340	120	115	12/6/2025	360	355	NAP
	44	The Bancorp Bank	5.6300000%	5.6116500%	NAP	NAP	$3,937,500	$3,933,295	120	119	4/5/2026	360	359	NAP
	45	MC - Five Mile	4.9800000%	4.9616500%	NAP	NAP	$3,450,000	$3,429,988	120	115	12/6/2025	360	355	NAP
	46	Column Financial, Inc.	5.1200000%	5.1016500%	NAP	NAP	$2,925,000	$2,925,000	120	116	1/6/2026	360	360	NAP
	47	MC - Five Mile	4.9200000%	4.9016500%	NAP	NAP	$2,900,000	$2,900,000	120	115	12/6/2025	0	0	NAP
	48	Hunt	5.4100000%	5.3566500%	NAP	NAP	$2,300,000	$2,278,861	120	116	1/5/2026	240	236	NAP
	49	MC - Five Mile	4.9140000%	4.8956500%	NAP	NAP	$2,150,000	$2,150,000	120	115	12/6/2025	360	360	NAP
	49.1	MC - Five Mile	 	 	 	 	$1,080,000	$1,080,000	 	 	 	 	 	 
	49.2	MC - Five Mile	 	 	 	 	$615,000	$615,000	 	 	 	 	 	 
	49.3	MC - Five Mile	 	 	 	 	$455,000	$455,000	 	 	 	 	 	 
	50	Column Financial, Inc.	5.3500000%	5.3316500%	NAP	NAP	$1,420,000	$1,420,000	120	119	4/6/2026	300	300	NAP


 






     


    	 



    




 


	Loan
    ID #	Originator/Loan
    Seller	Companion
    Loan Original Term	Companion
    Loan Remaining Term	Companion
    Loan Maturity/ARD Date	Companion
    Loan Amortiziation Term	Companion
    Loan Remaining Amortization Term for Balloon Loans	Monthly
    Payment	Serviced
    Whole Loan	Servicing
    Fee Rate	Subservicing
    Fee
	1	Column Financial, Inc.	84	78	11/6/2022	0	0	$284,080	NAP	0.00375%	0.00125%
	1.001	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.002	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.003	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.004	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.005	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.006	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.007	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.008	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.009	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.010	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.011	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.012	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.013	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.014	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.015	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.016	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.017	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.018	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.019	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.020	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.021	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.022	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.023	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.024	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.025	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.026	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.027	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.028	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.029	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.030	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.031	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.032	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.033	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.034	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.035	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.036	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.037	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.038	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.039	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.040	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.041	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.042	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.043	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.044	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.045	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.046	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.047	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.048	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.049	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.050	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.051	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.052	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.053	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.054	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.055	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.056	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.057	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.058	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.059	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.060	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.061	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.062	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.063	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.064	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.065	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.066	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.067	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.068	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.069	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.070	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.071	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.072	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.073	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.074	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.075	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.076	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.077	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.078	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.079	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.080	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.081	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.082	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.083	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.084	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.085	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.086	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.087	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.088	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.089	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.090	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.091	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.092	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.093	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.094	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.095	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.096	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.097	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.098	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.099	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.100	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.101	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.102	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.103	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.104	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.105	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.106	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.107	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.108	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.109	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.110	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.111	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.112	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.113	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.114	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.115	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.116	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.117	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.118	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.119	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.120	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.121	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.122	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.123	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.124	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.125	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.126	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.127	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.128	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.129	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.130	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.131	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.132	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.133	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.134	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.135	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.136	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.137	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.138	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.139	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.140	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.141	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	1.142	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	2	BSP	NAP	NAP	NAP	NAP	NAP	$371,210	NAP	0.00500%	0.00000%
	3	Column Financial, Inc.	120	120	5/1/2026	0	0	$236,574	No	0.00500%	0.00250%
	4	BNYM	NAP	NAP	NAP	NAP	NAP	$264,076	NAP	0.00500%	0.00000%
	4.1	BNYM	 	 	 	 	 	 	 	 	 
	4.2	BNYM	 	 	 	 	 	 	 	 	 
	4.3	BNYM	 	 	 	 	 	 	 	 	 
	4.4	BNYM	 	 	 	 	 	 	 	 	 
	4.5	BNYM	 	 	 	 	 	 	 	 	 
	5	Column Financial, Inc.	120	114	11/6/2025	0	0	$150,203	No	0.00375%	0.00125%
	5.001	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.002	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.003	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.004	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.005	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.006	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.007	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.008	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.009	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.010	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.011	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.012	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.013	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.014	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.015	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.016	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.017	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.018	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.019	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.020	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.021	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.022	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.023	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.024	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.025	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.026	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.027	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.028	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.029	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.030	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.031	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.032	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.033	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.034	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.035	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.036	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.037	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.038	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.039	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.040	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.041	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.042	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.043	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.044	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.045	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.046	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.047	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.048	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.049	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.050	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.051	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.052	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.053	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.054	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.055	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.056	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.057	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.058	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.059	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.060	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.061	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.062	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.063	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.064	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.065	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.066	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.067	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.068	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.069	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.070	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.071	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.072	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.073	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.074	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.075	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.076	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.077	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.078	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.079	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.080	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.081	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.082	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.083	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.084	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.085	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.086	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.087	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.088	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.089	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.090	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.091	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.092	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.093	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.094	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.095	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.096	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.097	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.098	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.099	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.100	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.101	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.102	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.103	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.104	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.105	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.106	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.107	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.108	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.109	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.110	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.111	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.112	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.113	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	5.114	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	6	Column Financial, Inc.	NAP	NAP	NAP	NAP	NAP	$205,642	NAP	0.00500%	0.00000%
	7	BNYM	NAP	NAP	NAP	NAP	NAP	$180,433	NAP	0.00500%	0.00000%
	8	MC - Five Mile	120	117	2/6/2026	360	360	$132,682	Yes	0.00500%	0.00000%
	9	BNYM	NAP	NAP	NAP	NAP	NAP	$132,301	NAP	0.00500%	0.00000%
	10	Column Financial, Inc.	60	50	7/6/2020	360	360	$92,877	No	0.00500%	0.00250%
	10.01	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.02	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.03	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.04	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.05	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.06	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.07	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.08	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.09	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.10	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.11	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.12	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.13	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.14	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.15	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.16	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.17	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.18	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.19	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.20	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.21	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.22	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.23	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.24	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.25	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.26	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.27	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.28	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.29	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.30	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.31	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.32	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.33	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.34	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.35	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.36	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.37	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.38	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.39	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.40	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.41	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.42	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.43	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.44	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.45	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.46	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.47	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.48	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.49	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	10.50	Column Financial, Inc.	 	 	 	 	 	 	 	 	 
	11	BSP	NAP	NAP	NAP	NAP	NAP	$90,405	NAP	0.00500%	0.00000%
	12	Column Financial, Inc.	NAP	NAP	NAP	NAP	NAP	$102,179	NAP	0.00500%	0.00000%
	13	BNYM	NAP	NAP	NAP	NAP	NAP	$91,681	NAP	0.00500%	0.00000%
	14	BSP	NAP	NAP	NAP	NAP	NAP	$80,104	NAP	0.00500%	0.00000%
	15	BSP	NAP	NAP	NAP	NAP	NAP	$82,459	NAP	0.00500%	0.00000%
	16	MC - Five Mile	NAP	NAP	NAP	NAP	NAP	$71,132	NAP	0.00500%	0.00000%
	17	Column Financial, Inc.	NAP	NAP	NAP	NAP	NAP	$55,829	NAP	0.00500%	0.00000%
	18	Column Financial, Inc.	NAP	NAP	NAP	NAP	NAP	$54,639	NAP	0.03500%	0.03000%
	19	BSP	NAP	NAP	NAP	NAP	NAP	$62,700	NAP	0.00500%	0.00000%
	20	MC - Five Mile	NAP	NAP	NAP	NAP	NAP	$54,298	NAP	0.00500%	0.00000%
	21	The Bancorp Bank	NAP	NAP	NAP	NAP	NAP	$50,691	NAP	0.00500%	0.00000%
	22	The Bancorp Bank	NAP	NAP	NAP	NAP	NAP	$46,694	NAP	0.00500%	0.00000%
	23	MC - Five Mile	NAP	NAP	NAP	NAP	NAP	$43,653	NAP	0.00500%	0.00000%
	24	Hunt	NAP	NAP	NAP	NAP	NAP	$41,288	NAP	0.04000%	0.03500%
	25	Column Financial, Inc.	NAP	NAP	NAP	NAP	NAP	$39,094	NAP	0.00500%	0.00000%
	26	The Bancorp Bank	NAP	NAP	NAP	NAP	NAP	$39,937	NAP	0.00500%	0.00000%
	27	BSP	NAP	NAP	NAP	NAP	NAP	$32,772	NAP	0.00500%	0.00000%
	28	MC - Five Mile	NAP	NAP	NAP	NAP	NAP	$32,254	NAP	0.00500%	0.00000%
	28.1	MC - Five Mile	 	 	 	 	 	 	 	 	 
	28.2	MC - Five Mile	 	 	 	 	 	 	 	 	 
	28.3	MC - Five Mile	 	 	 	 	 	 	 	 	 
	28.4	MC - Five Mile	 	 	 	 	 	 	 	 	 
	28.5	MC - Five Mile	 	 	 	 	 	 	 	 	 
	29	Hunt	NAP	NAP	NAP	NAP	NAP	$32,152	NAP	0.04000%	0.03500%
	30	Column Financial, Inc.	NAP	NAP	NAP	NAP	NAP	$30,955	NAP	0.00500%	0.00000%
	31	Hunt	NAP	NAP	NAP	NAP	NAP	$31,943	NAP	0.04000%	0.03500%
	32	MC - Five Mile	NAP	NAP	NAP	NAP	NAP	$30,179	NAP	0.00500%	0.00000%
	33	The Bancorp Bank	NAP	NAP	NAP	NAP	NAP	$29,360	NAP	0.05500%	0.05000%
	34	Hunt	NAP	NAP	NAP	NAP	NAP	$26,981	NAP	0.04000%	0.03500%
	35	MC - Five Mile	NAP	NAP	NAP	NAP	NAP	$29,377	NAP	0.00500%	0.00000%
	36	Hunt	NAP	NAP	NAP	NAP	NAP	$27,036	NAP	0.04000%	0.03500%
	37	MC - Five Mile	NAP	NAP	NAP	NAP	NAP	$25,593	NAP	0.00500%	0.00000%
	38	MC - Five Mile	NAP	NAP	NAP	NAP	NAP	$25,963	NAP	0.00500%	0.00000%
	39	MC - Five Mile	NAP	NAP	NAP	NAP	NAP	$25,111	NAP	0.00500%	0.00000%
	40	The Bancorp Bank	NAP	NAP	NAP	NAP	NAP	$18,788	NAP	0.00500%	0.00000%
	41	Hunt	NAP	NAP	NAP	NAP	NAP	$20,315	NAP	0.04000%	0.03500%
	42	MC - Five Mile	NAP	NAP	NAP	NAP	NAP	$21,791	NAP	0.00500%	0.00000%
	43	MC - Five Mile	NAP	NAP	NAP	NAP	NAP	$20,685	NAP	0.00500%	0.00000%
	44	The Bancorp Bank	NAP	NAP	NAP	NAP	NAP	$22,679	NAP	0.00500%	0.00000%
	45	MC - Five Mile	NAP	NAP	NAP	NAP	NAP	$18,478	NAP	0.00500%	0.00000%
	46	Column Financial, Inc.	NAP	NAP	NAP	NAP	NAP	$15,917	NAP	0.00500%	0.00000%
	47	MC - Five Mile	NAP	NAP	NAP	NAP	NAP	$12,055	NAP	0.00500%	0.00000%
	48	Hunt	NAP	NAP	NAP	NAP	NAP	$15,705	NAP	0.04000%	0.03500%
	49	MC - Five Mile	NAP	NAP	NAP	NAP	NAP	$11,429	NAP	0.00500%	0.00000%
	49.1	MC - Five Mile	 	 	 	 	 	 	 	 	 
	49.2	MC - Five Mile	 	 	 	 	 	 	 	 	 
	49.3	MC - Five Mile	 	 	 	 	 	 	 	 	 
	50	Column Financial, Inc.	NAP	NAP	NAP	NAP	NAP	$8,593	NAP	0.00500%	0.00000%


 









     


    	 



    

  


	Loan
    ID #	Originator/Loan
    Seller	Accrual
    Type	ARD
    Loan (Y/N)	Revised
    Rate (%)	Title
    Type	Crossed
    Collateralized Loan	Cross
    Defaulted Loan	Guarantor	Letter
    of Credit	Upfront
    CapEx Reserve	Upfront
    Eng. Reserve	Upfront
    Envir. Reserve	Upfront
    TI/LC Reserve	Upfront
    RE Tax Reserve	Upfront
    Ins. Reserve
	1	Column Financial, Inc.	Actual/360	No	0.00000%	Fee	No	No	Western A Midwest,
    LLC, Western A South, LLC, Western A West, LLC, Western A East, LLC, Western B Southeast, LLC, Western B Northwest, LLC, Western
    B South, LLC, Western B West, LLC, Western B East, LLC, Western C REIT, LLC, Western C NR, LLC	No	 	$1,281,668	 	 	 	 
	1.001	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.002	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.003	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.004	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.005	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.006	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.007	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.008	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.009	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.010	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.011	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.012	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.013	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.014	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.015	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.016	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.017	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.018	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.019	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.020	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.021	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.022	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.023	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.024	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.025	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.026	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.027	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.028	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.029	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.030	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.031	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.032	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.033	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.034	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.035	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.036	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.037	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.038	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.039	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.040	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.041	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.042	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.043	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.044	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.045	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.046	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.047	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.048	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.049	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.050	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.051	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.052	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.053	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.054	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.055	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.056	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.057	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.058	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.059	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.060	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.061	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.062	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.063	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.064	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.065	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.066	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.067	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.068	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.069	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.070	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.071	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.072	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.073	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.074	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.075	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.076	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.077	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.078	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.079	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.080	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.081	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.082	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.083	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.084	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.085	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.086	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.087	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.088	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.089	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.090	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.091	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.092	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.093	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.094	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.095	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.096	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.097	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.098	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.099	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.100	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.101	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.102	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.103	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.104	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.105	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.106	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.107	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.108	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.109	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.110	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.111	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.112	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.113	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.114	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.115	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.116	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.117	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.118	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.119	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.120	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.121	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.122	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.123	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.124	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.125	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.126	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.127	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.128	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.129	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.130	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.131	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.132	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.133	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.134	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.135	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.136	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.137	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.138	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.139	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.140	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.141	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	1.142	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	2	BSP	Actual/360	Yes	0.00000%	Fee	No	No	Joseph L. Zink; Irene
    T. Gruber; David A. Capobianco	No	 	 	 	 	$66,729	$65,612
	3	Column Financial, Inc.	Actual/360	No	0.00000%	Fee	No	No	Simon Property Group,
    L.P.	No	 	 	 	$38,699	 	 
	4	BNYM	Actual/360	No	0.00000%	Fee	No	No	Asher Roshanzamir	No	$1,947,494	$52,506	 	$3,592,892	$115,906	 
	4.1	BNYM	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	4.2	BNYM	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	4.3	BNYM	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	4.4	BNYM	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	4.5	BNYM	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5	Column Financial, Inc.	Actual/360	No	0.00000%	Fee	No	No	Western A Midwest,
    LLC,Western A South, LLC,Western A West, LLC,Western A East, LLC,Western B Southeast, LLC,Western B Northwest, LLC,Western
    B South, LLC,Western B West, LLC,Western B East, LLC,Western C REIT, LLC,Western C NR, LLC	No	 	$1,177,541	 	 	 	 
	5.001	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.002	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.003	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.004	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.005	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.006	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.007	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.008	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.009	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.010	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.011	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.012	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.013	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.014	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.015	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.016	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.017	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.018	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.019	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.020	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.021	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.022	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.023	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.024	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.025	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.026	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.027	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.028	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.029	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.030	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.031	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.032	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.033	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.034	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.035	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.036	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.037	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.038	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.039	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.040	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.041	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.042	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.043	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.044	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.045	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.046	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.047	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.048	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.049	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.050	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.051	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.052	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.053	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.054	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.055	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.056	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.057	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.058	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.059	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.060	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.061	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.062	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.063	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.064	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.065	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.066	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.067	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.068	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.069	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.070	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.071	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.072	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.073	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.074	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.075	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.076	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.077	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.078	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.079	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.080	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.081	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.082	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.083	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.084	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.085	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.086	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.087	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.088	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.089	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.090	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.091	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.092	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.093	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.094	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.095	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.096	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.097	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.098	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.099	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.100	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.101	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.102	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.103	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.104	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.105	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.106	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.107	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.108	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.109	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.110	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.111	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.112	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.113	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	5.114	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	6	Column Financial, Inc.	Actual/360	No	0.00000%	Leasehold	No	No	James M. Jacobson
    Jr.	No	 	 	 	 	$216,821	$14,389
	7	BNYM	Actual/360	No	0.00000%	Fee	No	No	The Edna Mary
    Dyer Revocable Trust; Hal R. Dyer; The H. Suzanna Bruning Trust, Dated October 11, 1995; H. Suzanne Bruning; The Madje Family
    Trust; David E. Madje; Patricia A. Madje; The Keen Family Trust, Dated July 21, 1992; Robert L. Keen; Catherine C. Keen; Jerome
    Jessee; Susan Jessee; 19620 Sherman Way LLC; Fredda L. Rose; Carl F. Worden, III; The Shirley Barasch Trust Dated September
    22, 2010, As Amended; The Michael G. Wilson & Laura E. Renaud-Wilson Living Trust, Dated August 17, 1988; Michael G. Wilson;
    Laura E. Renaud-Wilson; Donald Lieberman; L & W Realty Company; Allan L. Levey; Barbara K. Levey; Mittman Associates,
    Inc.; Ellen S. Davis; Los Alamos, LLC; Sandra M. Arciniaga; The Roy E. Rute & Alice M. Rute Family Trust, Dated January
    10, 1984; Roy E. Rute; Alice M. Rute; Peter J. Martinelli; The Jung Che Kim and Soon Min Kim 1995 Trust; Jung C. Kim; Soon
    M. Kim; The Emily Nichols Trust; Sheri Leela Nichols; Claude R. Swarthout; Linda A. Swarthout; Juan M. Venegas; Alicia Venegas;
    The Gustafson Family Trust, Dated October 27, 1995; Lee E. Gustafson; Joy L. Gustafson; Diane Howard Belding; Crist Property
    Company; Frank L. Crist, III; The Booth Family Trust; June G. Booth; Ramsey Charles II LLC; The John R. Saunders Trust, Dated
    July 14, 1987; John R. Saunders; CORE Realty Holdings Management, Inc.	No	$1,500,000	 	 	 	$145,062	$54,514
	8	MC - Five Mile	Actual/360	No	0.00000%	Fee	No	No	Kimberlie L. Glaser,
    Jarred V. Scutti and Jay C. Scutti	No	 	$29,063	 	$139,360	$414,898	$48,925
	9	BNYM	Actual/360	No	0.00000%	Fee	No	No	Albert Taban	No	 	 	 	$395,000	 	 
	10	Column Financial, Inc.	Actual/360	No	0.00000%	Fee	No	No	SOF-IX U.S. Holdings,
    L.P.	No	$244,725	$1,121,206	 	 	 	 
	10.01	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.02	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.03	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.04	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.05	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.06	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.07	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.08	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.09	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.10	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.11	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.12	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.13	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.14	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.15	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.16	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.17	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.18	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.19	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.20	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.21	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.22	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.23	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.24	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.25	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.26	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.27	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.28	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.29	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.30	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.31	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.32	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.33	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.34	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.35	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.36	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.37	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.38	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.39	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.40	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.41	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.42	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.43	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.44	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.45	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.46	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.47	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.48	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.49	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	10.50	Column Financial, Inc.	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	11	BSP	Actual/360	No	0.00000%	Fee	No	No	Sidra Real Estate,
    Inc.	No	 	$145,980	 	 	$323,865	 
	12	Column Financial, Inc.	Actual/360	No	0.00000%	Fee	No	No	Avi Brosh; Ramin Kolahi	No	 	 	 	 	$11,714	$4,062
	13	BNYM	Actual/360	No	0.00000%	Fee	No	No	R-Roof Assets, LLC	No	 	 	 	 	$63,333	 
	14	BSP	Actual/360	No	0.00000%	Fee	No	No	Joseph G. Lubeck;
    Mitchell B. Robbins; Steven R. Robbins	No	$1,732,846	$67,154	 	 	$27,082	$29,086
	15	BSP	Actual/360	No	0.00000%	Fee	No	No	Raymond Clifford Stanton	No	 	 	 	 	$69,820	$15,600
	16	MC - Five Mile	Actual/360	No	0.00000%	Fee	No	No	Cross K. Moceri and
    John J. Griggs	No	 	 	 	 	$226,940	$20,738
	17	Column Financial, Inc.	Actual/360	No	0.00000%	Fee	No	No	Ronald I. Eisenberg
    	No	$5,700	$30,500	 	 	$74,924	$79,429
	18	Column Financial, Inc.	Actual/360	No	0.00000%	Fee	No	No	Alan Jay Kaufman	No	 	 	 	 	 	 
	19	BSP	Actual/360	No	0.00000%	Fee	No	No	Asad M. Malik	No	 	 	 	 	$147,906	 
	20	MC - Five Mile	Actual/360	No	0.00000%	Fee	No	No	Chowdary Yalamanchili	No	 	$28,119	 	 	$50,969	$44,773
	21	The Bancorp Bank	Actual/360	No	0.00000%	Fee	No	No	KDI Investments, Inc.	No	 	$9,375	 	 	$16,561	$5,834
	22	The Bancorp Bank	Actual/360	No	0.00000%	Fee	No	No	Prakash Rajamani,
    Tejal Desai & Andrew Winn	No	 	 	 	 	$11,101	$7,591
	23	MC - Five Mile	Actual/360	No	0.00000%	Fee & Leasehold	No	No	Gregg Perelman and
    Todd E. Reidbord	No	 	$38,513	 	 	$69,000	$1,795
	24	Hunt	Actual/360	No	0.00000%	Fee	No	No	Shlomoh Ben-David	No	 	$69,125	 	 	$11,568	$2,071
	25	Column Financial, Inc.	Actual/360	No	0.00000%	Fee	No	No	David M. Conwill;
    Steven B. Kimmelman; Steven B. Kimmelman, as Trustee of the Jerome Kimmelman Gift Trust; Leslie Leohr; Leslie Leohr, as Trustee
    of the Phyllis E. Leohr Gift Trust	No	$3,042	 	$3,250	 	$76,005	$4,414
	26	The Bancorp Bank	Actual/360	No	0.00000%	Fee	No	No	Edward M. Corrigan;
    Helen Corrigan	No	 	$96,438	 	 	$47,311	$4,799
	27	BSP	Actual/360	No	0.00000%	Fee	No	No	Leslie Ng	No	 	 	 	 	 	 
	28	MC - Five Mile	Actual/360	No	0.00000%	Fee	No	No	Jefferson T. Ratliff	No	 	$54,194	 	 	$78,464	$9,334
	28.1	MC - Five Mile	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	28.2	MC - Five Mile	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	28.3	MC - Five Mile	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	28.4	MC - Five Mile	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	28.5	MC - Five Mile	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	29	Hunt	Actual/360	No	0.00000%	Fee	No	No	Steven Passov; Bradley
    T. Kowit	No	 	 	 	 	$28,028	$10,591
	30	Column Financial, Inc.	Actual/360	No	0.00000%	Fee	No	No	Leonard Pagon; David
    M. Conwill; Steven B. Kimmelman; Steven B. Kimmelman, as Trustee of the Jerome Kimmelman Gift Trust	No	$2,125	 	 	 	$88,765	$1,510
	31	Hunt	Actual/360	No	0.00000%	Fee	No	No	Billie J. Minton;
    Rikki R. Rhoten	No	 	$124,500	 	 	$68,779	$28,393
	32	MC - Five Mile	Actual/360	No	0.00000%	Fee	No	No	James P. Lighthizer
    and Robert W. Neighoff	No	$150,000	$39,094	 	 	$62,062	$1,873
	33	The Bancorp Bank	Actual/360	No	0.00000%	Fee	No	No	Greggory Belzberg	No	 	 	 	$200,000	$38,479	$3,478
	34	Hunt	Actual/360	No	0.00000%	Fee	No	No	J. Daniel Schmidt	No	 	$1,875	$5,000	 	$2,915	$7,595
	35	MC - Five Mile	Actual/360	No	0.00000%	Fee	No	No	Joseph D. Rando	No	 	$1,813	 	 	 	$22,813
	36	Hunt	Actual/360	No	0.00000%	Fee	No	No	D. Kimbrough King,
    Jr.	No	 	$2,500	 	 	$39,495	$2,216
	37	MC - Five Mile	Actual/360	No	0.00000%	Fee	No	No	Gregg Perelman and
    Todd E. Reidbord	No	 	 	 	 	$20,335	$2,083
	38	MC - Five Mile	Actual/360	No	0.00000%	Fee	No	No	Lawrence Maio and
    Sam Talpalatsky	No	 	 	 	 	$105,102	$14,590
	39	MC - Five Mile	Actual/360	No	0.00000%	Fee	No	No	Nivea Developments
    Limited, Ardena Holdings Inc. and Pavona Lane LTD.	No	 	$5,000	 	 	 	$3,389
	40	The Bancorp Bank	Actual/360	No	0.00000%	Fee	No	No	Abdulaziz H. Fahad	No	 	 	 	 	$44,176	$3,154
	41	Hunt	Actual/360	No	0.00000%	Fee	No	No	Maribeth Maxey; Ellis
    Maxey	No	 	$91,025	 	 	 	$35,869
	42	MC - Five Mile	Actual/360	No	0.00000%	Fee	No	No	Lawrence Maio and
    Sam Talpalatsky	No	 	$40,938	 	 	$12,242	$14,590
	43	MC - Five Mile	Actual/360	No	0.00000%	Fee	No	No	Joseph R. Pryzant	No	 	$26,750	 	 	 	$73,952
	44	The Bancorp Bank	Actual/360	No	0.00000%	Fee	No	No	Milton Cail &
    Faith Kaplan	No	$239,581	 	$675,848	 	$6,933	$1,639
	45	MC - Five Mile	Actual/360	No	0.00000%	Fee	No	No	James R. Wiss	No	 	$18,175	 	 	$13,633	$14,394
	46	Column Financial, Inc.	Actual/360	No	0.00000%	Fee	No	No	Daniel C. Fischer	No	 	 	 	 	$10,339	$5,953
	47	MC - Five Mile	Actual/360	No	0.00000%	Fee	No	No	Alex N. Pananides	No	 	$5,750	 	 	$4,644	$8,324
	48	Hunt	Actual/360	No	0.00000%	Fee	No	No	Nancy Mina	No	 	 	 	 	 	 
	49	MC - Five Mile	Actual/360	No	0.00000%	Fee	No	No	Brian Boehmcke and
    Hugh Cohen	No	 	$35,125	 	 	$1,956	$1,737
	49.1	MC - Five Mile	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	49.2	MC - Five Mile	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	49.3	MC - Five Mile	 	 	 	Fee	 	 	 	 	 	 	 	 	 	 
	50	Column Financial, Inc.	Actual/360	No	0.00000%	Fee	No	No	Madeleine S. Gross	No	$342	$2,625	 	 	$385	$590


  






     


    	 



    




 


	Loan
    ID #	Originator/Loan
    Seller	Upfront
    Debt Service Reserve	Upfront
    Other Reserve	Monthly
    Capex Reserve	Monthly
    Envir. Reserve	 Monthly
    TI/LC Reserve 	 Monthly
    RE Tax Reserve 	 Monthly
    Ins. Reserve 	 Monthly
    Debt Service Reserve 	 Monthly
    Other Reserve 	Grace
    (Late Payment)	Cash-Management
    Account or Lockbox In-place	General
    Property Type	Defeasance
    Permitted	Final
    Maturity Date
	1	Column
    Financial, Inc.	 	 	Springing	 	Springing	Springing	Springing	 	 	0	Springing	Industrial	No	11/6/2022
	1.001	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.002	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.003	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.004	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.005	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.006	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.007	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.008	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.009	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.010	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.011	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.012	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.013	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.014	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.015	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.016	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.017	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.018	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.019	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.020	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.021	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.022	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.023	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.024	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.025	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.026	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.027	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.028	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.029	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.030	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.031	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.032	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.033	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.034	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.035	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.036	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.037	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.038	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.039	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.040	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.041	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.042	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.043	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.044	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.045	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.046	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.047	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.048	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.049	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.050	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.051	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.052	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.053	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.054	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.055	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.056	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.057	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.058	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.059	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.060	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.061	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.062	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.063	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.064	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.065	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.066	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.067	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.068	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.069	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.070	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.071	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.072	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.073	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.074	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.075	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.076	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.077	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.078	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.079	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.080	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.081	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.082	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.083	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.084	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.085	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.086	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.087	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.088	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.089	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.090	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.091	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.092	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.093	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.094	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.095	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.096	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.097	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.098	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.099	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.100	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.101	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.102	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.103	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.104	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.105	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.106	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.107	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.108	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.109	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.110	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.111	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.112	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.113	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.114	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.115	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.116	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.117	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.118	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.119	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.120	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.121	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.122	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.123	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.124	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.125	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.126	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.127	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.128	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.129	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.130	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.131	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.132	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.133	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.134	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.135	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.136	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.137	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.138	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.139	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.140	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.141	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	1.142	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	2	BSP	 	$240,000	$6,772	 	Springing	$66,729	$13,122	 	Springing	0	Springing	Office	Yes	4/6/2031
	3	Column Financial, Inc.	 	 	Springing	 	$38,699	Springing	Springing	 	 	0	Springing	Retail	Yes	5/1/2026
	4	BNYM	 	$217,925	$11,671	 	Springing	$115,906	Springing	 	 	0	Springing	Office	No	1/6/2026
	4.1	BNYM	 	 	 	 	 	 	 	 	 	 	 	Office	 	 
	4.2	BNYM	 	 	 	 	 	 	 	 	 	 	 	Office	 	 
	4.3	BNYM	 	 	 	 	 	 	 	 	 	 	 	Office	 	 
	4.4	BNYM	 	 	 	 	 	 	 	 	 	 	 	Office	 	 
	4.5	BNYM	 	 	 	 	 	 	 	 	 	 	 	Office	 	 
	5	Column
    Financial, Inc.	 	 	Springing	 	Springing	Springing	Springing	 	 	0	Springing	Industrial	No	11/6/2025
	5.001	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.002	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.003	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.004	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.005	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.006	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.007	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.008	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.009	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.010	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.011	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.012	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.013	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.014	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.015	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.016	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.017	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.018	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.019	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.020	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.021	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.022	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.023	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.024	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.025	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.026	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.027	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.028	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.029	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.030	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.031	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.032	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.033	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.034	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.035	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.036	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.037	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.038	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.039	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.040	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.041	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.042	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.043	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.044	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.045	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.046	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.047	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.048	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.049	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.050	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.051	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.052	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.053	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.054	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.055	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.056	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.057	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.058	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.059	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.060	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.061	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.062	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.063	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.064	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.065	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.066	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.067	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.068	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.069	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.070	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.071	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.072	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.073	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.074	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.075	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.076	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.077	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.078	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.079	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.080	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.081	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.082	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.083	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.084	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.085	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.086	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.087	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.088	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.089	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.090	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.091	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.092	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.093	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.094	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.095	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.096	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.097	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.098	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.099	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.100	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.101	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.102	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.103	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.104	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.105	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.106	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.107	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.108	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.109	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.110	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.111	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.112	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.113	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	5.114	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 
	6	Column Financial, Inc.	 	$145,833	$5,138	 	$38,838	$72,274	$7,194	 	 Ground
    Lease ($145,833); FBI and IAI Maturity Reserve (Springing) 	0	Springing	Office	Yes	3/6/2026
	7	BNYM	 	 	$14,300	 	 	$24,177	$13,629	 	 	0	Springing	Multifamily	Yes	3/6/2026
	8	MC - Five Mile	 	$1,823,934	$5,057	 	$16,667	$59,725	$4,966	 	 	0	Springing 	Retail	Yes	2/6/2026
	9	BNYM	 	 	$1,411	 	$6,080	$30,083	Springing	 	 	0	Springing	Office	No	1/6/2026
	10	Column
    Financial, Inc.	 	$6,500,000	4%
    of gross income from operations for the calendar month which is 2 months prior to the applicable payment date	 	 	Springing	Springing	 	 	0	Springing	Hotel	Yes	7/6/2020
	10.01	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.02	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.03	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.04	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.05	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.06	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.07	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.08	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.09	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.10	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.11	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.12	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.13	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.14	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.15	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.16	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.17	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.18	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.19	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.20	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.21	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.22	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.23	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.24	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.25	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.26	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.27	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.28	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.29	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.30	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.31	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.32	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.33	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.34	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.35	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.36	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.37	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.38	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.39	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.40	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.41	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.42	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.43	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.44	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.45	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.46	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.47	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.48	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.49	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	10.50	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 
	11	BSP	 	$6,689,991	Springing	 	 	$48,083	Springing	 	Seasonality
    Reserve: ($34,000); PIP Reserve (Springing) 	0	Springing	Hotel	Yes	3/6/2021
	12	Column Financial, Inc.	 	 	1/12 of 4%
    of gross revenues over the trailing twelve month period 	 	 	$11,714	$4,062	 	 	0	In Place	Hotel	Yes	1/6/2026
	13	BNYM	 	$4,000,000	Springing	 	 	$15,833	Springing	 	 	0	Springing	Hotel	Yes	3/6/2021
	14	BSP	 	 	Springing	 	 	$27,082	$5,817	 	 	0	Springing	Multifamily	Yes	12/6/2025
	15	BSP	 	 	$6,667	 	 	$13,964	$7,800	 	 	0	Springing	Multifamily	Yes	2/6/2026
	16	MC - Five Mile	 	$400,000	$3,250	 	 	$20,631	$3,456	 	 	0	Springing 	Multifamily	Yes	11/6/2025
	17	Column Financial, Inc.	 	 	$5,700	 	 	$10,703	$6,619	 	 	0	Springing	Multifamily	Yes	2/6/2021
	18	Column Financial, Inc.	$660,000	$205,000	Springing	 	Springing	Springing	Springing	 	Springing	0	Springing	Office	Yes	5/6/2026
	19	BSP	 	$1,266,700	Springing	 	 	$21,197	Springing	 	Seasonality
    Reserve ($37,145); PIP Reserve and Condominium Common Charge (Springing)	0	Springing	Hotel	Yes	4/6/2026
	20	MC - Five Mile	 	 	$5,270	 	 	$25,485	$6,396	 	 	0	Springing 	Multifamily	Yes	3/6/2026
	21	The Bancorp Bank	 	$53,196	$1,395	 	$6,340	$16,561	$1,945	 	 	0	Springing	Office	Yes	2/5/2026
	22	The Bancorp Bank	 	$3,204,953	1/12 of an
    amount equal to 4% of rents provided borrower shall have no obligation to make the monthly deposit on a payment date prior
    to completion of the PIP work	 	 	$11,101	$1,898	 	 	0	Springing	Hotel	Yes	2/5/2026
	23	MC - Five Mile	 	 	$592	 	$5,000	$11,500	$1,795	 	 	0	Springing 	Retail	Yes	12/6/2025
	24	Hunt	 	 	$4,979	 	 	$11,568	$2,071	 	 	0	Springing	Multifamily	Yes	2/6/2026
	25	Column Financial, Inc.	 	 	$1,521	 	 	$12,667	$883	 	 	0	Springing	Multifamily	Yes	3/6/2026
	26	The Bancorp Bank	 	$10,617	$672	 	$3,733	$9,462	$2,399	 	Springing	0	Springing	Retail	Yes	5/5/2026
	27	BSP	 	$250,000	1/12th of 2%
    until 12/3/2016 and 4% thereafter of the greater of (i) gross revenues in the preceding calendar year or (ii) the projected
    gross revenues for the current calendar year	 	 	$4,285	Springing	 	Seasonality
    Reserve: ($22,500); PIP Reserve (Springing) 	0	Springing	Hotel	Yes	12/6/2025
	28	MC -
    Five Mile	 	 	$4,250	 	 	$7,133	$4,667	 	 	0	Springing
    	Multifamily	Yes	11/6/2025
	28.1	MC -
    Five Mile	 	 	 	 	 	 	 	 	 	 	 	Multifamily	 	 
	28.2	MC -
    Five Mile	 	 	 	 	 	 	 	 	 	 	 	Multifamily	 	 
	28.3	MC -
    Five Mile	 	 	 	 	 	 	 	 	 	 	 	Multifamily	 	 
	28.4	MC -
    Five Mile	 	 	 	 	 	 	 	 	 	 	 	Multifamily	 	 
	28.5	MC -
    Five Mile	 	 	 	 	 	 	 	 	 	 	 	Multifamily	 	 
	29	Hunt	 	 	$799	 	$2,084	$9,343	$815	 	Springing	0	Springing	Office	Yes	2/5/2026
	30	Column Financial, Inc.	 	 	$1,063	 	 	$11,096	$503	 	 	0	Springing	Multifamily	Yes	1/6/2026
	31	Hunt	 	$50,000	$6,672	 	 	$8,418	$4,056	 	 	0	Springing	Multifamily	Yes	9/1/2025
	32	MC - Five Mile	 	$889,895	$1,677	 	$4,193	$12,413	$1,873	 	 	0	Springing 	Retail	Yes	2/6/2026
	33	The Bancorp Bank	 	 	$1,147	 	$7,645	$9,620	$3,478	 	 	0	Springing	Office	Yes	3/5/2026
	34	Hunt	 	 	$1,166	 	 	$1,458	$949	 	 	0	Springing	Multifamily	Yes	1/5/2026
	35	MC - Five Mile	 	 	$457	 	$3,333	$6,308	$3,802	 	 	0	Springing 	Retail	Yes	3/6/2026
	36	Hunt	 	 	$333	 	$1,734	$11,420	$1,108	 	Springing	0	Springing	Retail	Yes	1/5/2023
	37	MC - Five Mile	 	 	$248	 	$1,667	$3,389	$1,042	 	 	0	Springing 	Retail	Yes	12/6/2025
	38	MC - Five Mile	 	$190,898	$179	 	$1,667	$8,758	$1,824	 	 	0	Springing 	Retail	Yes	12/6/2025
	39	MC - Five Mile	 	 	$493	 	$2,500	$11,535	$1,694	 	 	0	Springing 	Retail	Yes	12/6/2025
	40	The Bancorp Bank	 	 	$426	 	Springing	$6,311	$1,577	 	 	0	Springing	Office	Yes	1/5/2026
	41	Hunt	 	 	$3,660	 	 	$12,782	$3,587	 	 	5	NAP	Multifamily	Yes	11/1/2025
	42	MC - Five Mile	 	$121,551	$164	 	$1,250	$8,149	$1,824	 	 	0	Springing 	Retail	Yes	1/6/2026
	43	MC - Five Mile	 	 	$5,900	 	 	$13,859	$9,244	 	 	0	Springing 	Multifamily	Yes	12/6/2025
	44	The Bancorp Bank	 	 	$797	 	$2,656	$2,311	$1,639	 	 	0	Springing	Retail	Yes	4/5/2026
	45	MC - Five Mile	 	 	$432	 	$1,619	$2,727	$1,200	 	 	0	Springing 	Retail	Yes	12/6/2025
	46	Column Financial, Inc.	 	 	$392	 	 	$3,446	$541	 	 	0	NAP	Manufactured
    Housing	Yes	1/6/2026
	47	MC - Five Mile	 	 	$556	 	 	$4,644	$1,665	 	 	0	Springing 	Office	Yes	12/6/2025
	48	Hunt	 	$113,333	 	 	 	Springing	Springing	 	Springing	0	Springing	Office	Yes	1/5/2026
	49	MC -
    Five Mile	 	 	$1,275	 	 	$1,956	$869	 	 	0	Springing
    	Multifamily	Yes	12/6/2025
	49.1	MC -
    Five Mile	 	 	 	 	 	 	 	 	 	 	 	Multifamily	 	 
	49.2	MC -
    Five Mile	 	 	 	 	 	 	 	 	 	 	 	Multifamily	 	 
	49.3	MC -
    Five Mile	 	 	 	 	 	 	 	 	 	 	 	Multifamily	 	 
	50	Column Financial, Inc.	 	 	$342	 	 	$385	$295	 	 	0	Springing	Manufactured
    Housing	Yes	4/6/2026


  



     


    	 



    







 


EXHIBIT
C


 


FORM
OF INVESTMENT REPRESENTATION LETTER


  


Wells
Fargo Bank, National Association

as Certificate Administrator


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention:
CMBS – CSAIL 2016-C6


 


Credit
Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	Transfer
                                         of CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
                                         Series 2016-C6



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Torchlight
Loan Services, LLC, as Special Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating
Advisor, on behalf of the holders of CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2016-C6 (the “Certificates”) in connection with the transfer by _________________ (the “Seller”)
to the undersigned (the “Purchaser”) of $_______________ aggregate Certificate Balance of Class ___ Certificates
(the “Certificate”). Capitalized terms used and not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.          Check
one of the following:*


           


☐          The
Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution that is an “accredited investor”
(an “Institutional Accredited Investor”) within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation
D under the Securities Act of 1933, as amended (the “Securities Act”) or any entity in which all of the equity
owners come within such paragraphs and has such knowledge


 





 



 





*
Purchaser must include one of the following two certifications.


  






    	 	 Exhibit C-1	 



     


    

 


and experience in financial and business matters as to be capable of
evaluating the merits and risks of its investment in the Certificates, and the Purchaser and any accounts for which it is acting
are each able to bear the economic risk of the Purchaser’s or such account’s investment. The Purchaser is acquiring
the Certificates purchased by it for its own account or for one or more accounts, each of which is an Institutional Accredited
Investor, as to each of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse
the Trust Fund for any costs incurred by it in connection with this transfer.


 


		☐	The
Purchaser is a “qualified institutional buyer” (a “QIB”) within the meaning of Rule 144A (“Rule
144A”) under the Securities Act. The Purchaser is aware that the transfer is being made in reliance on Rule 144A,
and the Purchaser has had the opportunity to obtain the information required to be provided pursuant to paragraph (d)(4)(i) of
Rule 144A.



 


2.          The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view
to, or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate)
to Institutional Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate
Registrar of a letter substantially in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel
acceptable to the Trustee and Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities
Act, (y) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such
reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws and (z) a written
undertaking to reimburse the Trust Fund for any costs incurred by it in connection with the proposed transfer. The Purchaser understands
that the Certificate (and any subsequent Certificate) has not been registered under the Securities Act, by reason of a specified
exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature
of the Purchaser’s investment intent (or intent to reoffer, resell, pledge or transfer the Certificate only to certain investors
in certain exempted transactions) as expressed herein.


 


3.          The
Purchaser has reviewed the Preliminary Prospectus and the Prospectus relating to the Offered Certificates (collectively, the “Prospectus”)
(and, with respect to Offered Private Certificates, the Preliminary Private Placement Memorandum and the Final Private Placement
Memorandum related to such Offered Private Certificates) and the agreements and other materials referred to therein and has had
the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the
Prospectus.


 


4.          The
Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate
cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption
from such registration or qualification is available.


 






    	 	 Exhibit C-2	 



     


    

 


5.          The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as
an owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects
as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.          The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03
of the Pooling and Servicing Agreement.


 


7.          Check
one of the following:**


 


		☐	The
Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal Revenue Service (“IRS”)
Form W-9 (or successor form).



 


		☐	The
Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof, no taxes will be required to be withheld
by the Certificate Registrar (or its agent) with respect to distributions to be made on the Certificate. The Purchaser has attached
hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form, as applicable), which identifies such
Purchaser as the beneficial owner of the Certificate and states that such Purchaser is not a U.S. Tax Person, (ii) IRS Form W-8IMY
(with all appropriate attachments) or (iii)]*** two duly executed copies of IRS Form W-8ECI (or successor form),
which identify such Purchaser as the beneficial owner of the Certificate and state that interest and original issue discount on
the Certificate and Permitted Investments is, or is expected to be, effectively connected with a U.S. trade or business. The Purchaser
agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI,
[as the case may be,]*** any applicable successor IRS forms, or such other certifications as the Certificate Registrar may reasonably
request, on or before the date that any such IRS form or certification expires or becomes obsolete, or promptly after the occurrence
of any event requiring a change in the most recent IRS form of certification furnished by it to the Certificate Registrar.



 


For
purposes of this paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation
or partnership (except to the extent provided in applicable Treasury Regulations) or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District of Columbia, including any entity treated as a corporation
or partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless
of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or, to
the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be
treated as U.S. Tax Persons).


 





 



 





**
Each Purchaser must include one of the two alternative certifications.


 


*** Does not apply
to a transfer of Class R Certificates.


 






    	 	 Exhibit C-3	 



     


    

  


8.          Please
make all payments due on the Certificates:****


 


☐          (a)          by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:


 


		 	Bank:___________________________________________________________






		 	ABA
                                                                                  #:_________________________________________________________






		 	Account
                                                                                  #:______________________________________________________






		 	Attention:_______________________________________________________



 


☐          (b)          by
mailing a check or draft to the following address:  


		 	_______________________________________________________________
	 	 	_______________________________________________________________
	 	 	_______________________________________________________________





 


9.          If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a
partnership for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more
partnerships, trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.





 


	 	Very truly yours,
	 	 
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated:


 





 



 


 ****Only
to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates,
wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance
or Notional Amount, as applicable, of at least U.S. $5,000,000.


 






    	 	 Exhibit C-4	 



     


    

  


EXHIBIT
D-1


 


Form
of Transferee Affidavit


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113 


Attention:
CMBS – CSAIL 2016-C6


 


		Re:	CSAIL
                                         2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2016-C6 (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of May
                                         1, 2016, by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
                                         KeyBank National Association, as Master Servicer, Wells Fargo Bank, National Association,
                                         as Certificate Administrator and as Trustee, Torchlight Loan Services, LLC, as Special
                                         Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and
                                         as Operating Advisor



 





	STATE
OF	)	 
	 	)	ss.:
	COUNTY OF	)	 



  


I,
[______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:


 


1.          I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.          The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i)  “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D of the
Internal Revenue Code of 1986 (the “Code”).


 


3.          The
Purchaser is not a Disqualified Organization (as defined below), and that the Purchaser is not acquiring the Class R Certificates
for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record or beneficial ownership
thereof, to a Disqualified Organization. For the purposes hereof, a “Disqualified Organization” is any of the
following: (i) the United States, any State or political subdivision thereof, any possession of the United States or any
agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities
are subject to tax and, except


 






    	 	 Exhibit D-1-1	 



     


    

 


for Freddie Mac, a majority of its board of directors is not selected by such governmental unit),
(ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing, (iii) any
organization which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the
Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect
to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership”,
as defined in Section 775 of the Code and (vi) any other Person so designated by the Trustee or the Certificate Administrator
based upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator (at no expense to the Trustee or
the Certificate Administrator) that the holding of an Ownership Interest in a Class R Certificate by such Person may cause either
Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding or any Person having an Ownership
Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code
that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The
terms “United States,” “State” and “international organization” shall have the meanings set
forth in Section 7701 of the Code or successor provisions.


 


4.          The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.          The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.          No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.          The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.          Check
the applicable paragraph:


 


☐          The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)          the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)         the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)        the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 






    	 	 Exhibit D-1-2	 



     


    

 


For
purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b)
of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in
Section 11(b) of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code
in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate)
and (ii) present values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by the Purchaser.


 


☐          The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)          the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as
to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)         at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)         the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and
(iii) and Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)         the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐          None
of the above.


 


9.          The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.          The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.          The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 






    	 	 Exhibit D-1-3	 



     


    

 


12.          The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain
a Permitted Transferee.


 


13.          The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.          The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.          The
Purchaser consents to the designation of the Certificate Administrator as the agent of the “tax matters person” and
“partnership representative” of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


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


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this
___day of _________, 20__.


 





	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    	 	 Exhibit D-1-4	 



     


    

 


On
this ____ day of _______20__, before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned
and sworn, personally appeared ______________________ and ________________________, known or proved to me to be the same persons
who executed the foregoing instrument and to be _____________________________ and ___________________________, respectively, of
the Purchaser, and acknowledged to me that they executed the same as their respective free acts and deeds and as the free act
and deed of the Purchaser.


 





	 	 
	 	NOTARY PUBLIC in and for the

State of _______________






 


[SEAL]


 


My
Commission expires:




___________________ 


 






    	 	 Exhibit D-1-5	 



     


    

 


EXHIBIT
D-2


 


FORM
OF TRANSFEROR LETTER


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113 


Attention:
CMBS – CSAIL 2016-C6


 


		Re:	CSAIL
2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C6 (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 May 1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial
Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, Torchlight Loan Services, LLC, as Special Servicer, and Park Bridge Lender Services
LLC, as Asset Representations Reviewer and as Operating Advisor. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, that:


 


(1)          No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)          The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained
therein is false.


 


(3)          The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
has determined that the Transferee has historically paid its debts as they became due and has found no significant evidence to
indicate that the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that
the transfer of the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue
to be liable


 






    	 	 Exhibit D-2-1	 



     


    

 


for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 


	 	Very truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 






    	 	 Exhibit D-2-2	 



     


    

 


EXHIBIT
E


 


FORM
OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan Information
	 	Name of Mortgagor:	 

        

	 	 	 
	 	[Master Servicer] 	 

        

	 	[Special Servicer] 	 
	 	Loan No.:	 
	 	 	 
	Custodian

                                               

	 	Name:	Wells Fargo Bank, National Association
	 	 	 
	 	Address:	9062
        Old Annapolis Road

        

        Columbia,
        Maryland 21045

        

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

        

	 	 	 
	 	Custodian/Trustee

                                    Mortgage
                                    File No.:
	 

        

	 
	Depositor

                                               

	 	Name:	Credit Suisse Commercial Mortgage Securities
    Corp.
	 	 	 
	 	Address:	11
                                         Madison Avenue

                                         New York, New York 10010

        

	 	 	 
	 	Certificates:	CSAIL 2016-C6 Commercial Mortgage Trust, Commercial
    Mortgage Pass Through Certificates, Series 2016-C6


 


The
undersigned [Master Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian
(the “Custodian”) on behalf of Wells Fargo Bank, National Association, as trustee (the “Trustee”),
for the Holders of CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C6, 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 May 1, 2016, by and among Credit
Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator and as Trustee, Torchlight Loan Services, LLC, as Special Servicer, and Park
Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor (the “Pooling and Servicing Agreement”).


 






    	 	 Exhibit E-1	 



     


    

 


(
)          ___________________________


 


(
)          ___________________________


 


(
)          ___________________________


 


(
)          ___________________________


 


The
undersigned [Master Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1) The
[Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee,
solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)          The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims,
liens, security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer]
assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise
provided in the Pooling and Servicing Agreement.


 


(3)          The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless
the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)          The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control.


 





	 	[____________]
	 	 
	 	By:	 
	 	 	Name:

Title:



 


Date:
_________


 






    	 	 Exhibit E-2	 



     


    

 


EXHIBIT
F-1


 


FORM
OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells
Fargo Bank, National Association,

as Certificate Administrator





Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113





Attention:
CMBS – CSAIL 2016-C6


 


Credit
Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	Transfer
                                         of CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
                                         Series 2016-C6



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US$[___] aggregate Certificate Balance in the CSAIL 2016-C6
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C6, Class [E][F][NR] Certificates issued
pursuant to that certain Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Torchlight Loan Services, LLC, as Special
Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized terms used
and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


1.          The
Purchaser is not and will not become (a) an employee benefit plan subject to the fiduciary responsibility provisions of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of
ERISA), a church plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code,
or any other plan subject to any federal, state or local law (“Similar Law”) which is, to a material extent,
similar to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person acting on behalf
of or using the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment
in the entity by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by
Section 3(42) of ERISA), other than an insurance company using the assets of its “insurance


 






    	 	 Exhibit F-1-1	 



     


    

 


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 and class Z CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Administrator





Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113





Attention:
CMBS – CSAIL 2016-C6


  


[Transferor]





[______]





[______]





Attention:
[______]


 


		Re:	CSAIL
                                         2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2016-C6



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [__]% Percentage Interest in the CSAIL 2016-C6 Commercial
Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C6, Class [R][Z] Certificates (the “Class
[R][Z] Certificate”) issued pursuant to that certain Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Torchlight
Loan Services, LLC, as Special Servicer and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating
Advisor. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Class [R][Z] Certificate,
the Purchaser is not an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of
1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other plan
that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA
or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such
Plan or using the assets of a Plan (including any entity whose underlying assets include Plan assets by reason of investment in
the entity by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section
3(42) of ERISA) to purchase such Class [R][Z] Certificate.


 






    	 	 Exhibit F-2-1	 



     


    

 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


 





	 	Very truly yours,
	 	 	 
	 	[The Purchaser]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    	 	 Exhibit F-2-2	 



     


    

 


EXHIBIT
G


 


FORM
OF DISTRIBUTION DATE STATEMENT



[See Annex B to the Prospectus]


 






    	 	 Exhibit G-1	 



     


    




 


EXHIBIT
H


 


FORM
OF OMNIBUS ASSIGNMENT


 


[NAME
OF CURRENT ASSIGNOR] having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable
consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and
conveys, without recourse, representation or warranty, express or implied, unto “Wells Fargo Bank, National Association,
as Trustee for the registered holders of CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2016-C6” (the “Assignee”), having an office at 9602 Old Annapolis Road, Columbia, Maryland 21045-1951,
its successors and assigns, all right, title and interest of the Assignor in and to:


 


That
certain mortgage and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or
similar security instrument (the “Security Instrument”), and that certain Promissory Note (the “Mortgage
Note”), for each of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and
that certain assignment of leases and rents given in connection therewith and all of the Assignor’s right, title and interest
in any claims, collateral, insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds,
demands, causes of action and any other collateral arising out of and/or executed and/or delivered in or to or with respect to
the Security Instrument and the Mortgage Note, together with any other documents or instruments executed and/or delivered in connection
with or otherwise related to the Security Instrument and the Mortgage Note.


 


IN
WITNESS WHEREOF, the Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].


 





	 	[NAME OF CURRENT ASSIGNOR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 






    	 	 Exhibit H-1	 



     


    

 


EXHIBIT
I


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Temporary Regulation S Book-Entry Certificate

during Restricted Period


 


(Exchanges
or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





Sixth
Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSAIL 2016-C6


 


		Re:	CSAIL
                                         2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2016-C6, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Torchlight Loan Services, LLC, as Special
Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States;


 





 



 


*Select
appropriate depository.


  






    	 	 Exhibit I-1	 



     


    

 


[(2)          at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)          the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 


Dated:
_______


 


cc:
Credit Suisse Commercial Mortgage Securities Corp.


 





 



 


**     Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    	 	 Exhibit I-2	 



     


    

 


EXHIBIT
J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange
or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





Sixth
Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSAIL 2016-C6


 


		Re:	CSAIL
                                         2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2016-C6, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Torchlight Loan Services, LLC, as Special
Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate
of such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States,


 






    	 	 Exhibit J-1	 



     


    

 


[(2)          at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)          the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated:
________


 


cc:
Credit Suisse Commercial Mortgage Securities Corp.


 





 



 


*     Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


  






    	 	 Exhibit J-2	 



     


    

 


EXHIBIT
K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange
or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


Sixth
Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSAIL 2016-C6


 


		Re:	CSAIL
                                         2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2016-C6, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Torchlight Loan Services, LLC, as Special
Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository in the
name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer
of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws
of any state of the United States or other applicable jurisdiction.


 





 



 


*     Select
appropriate depository.


 






    	 	 Exhibit K-1	 



     


    

 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


Dated:
_______


 


cc:
Credit Suisse Commercial Mortgage Securities Corp.


 






    	 	 Exhibit K-2	 



     


    

 


EXHIBIT
L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges
pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





Sixth
Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSAIL 2016-C6


 


		Re:	CSAIL
                                         2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2016-C6, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Torchlight Loan Services, LLC, as Special
Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For
purposes of acquiring a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the
expiration of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate
of the Class specified above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry
Certificate of the Class specified above issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person
as defined by Regulation S under the Securities Act of 1933, as amended.


 


We
undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification
relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such
date.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding.


 





 



 


*     Select,
as applicable.


 






    	 	 Exhibit L-1	 



     


    

 


This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	Dated: ___________________
	 	 	 
	 	By:	 
	 	 	as, or as agent for, the holder of a beneficial
interest in the Certificates to which this certificate relates.





 






    	 	 Exhibit L-2	 



     


    

 


EXHIBIT
M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





Sixth
Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSAIL 2016-C6


 


		Re:	CSAIL
2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C6, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Torchlight Loan Services, LLC, as Special
Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States;


 





 



 


*     Select
appropriate depository.


  






    	 	 Exhibit M-1	 



     


    

 


[(2)          at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)          the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated:
________


 


cc:
Credit Suisse Commercial Mortgage Securities Corp.


 





 



 


**Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    	 	 Exhibit M-2	 



     


    

 






 


EXHIBIT
N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSAIL 2016-C6


 


		Re:	CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2016-C6, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and
among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator and as Trustee, Torchlight Loan Services, LLC, as Special Servicer,
and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)            the offer of the
Certificates was not made to a person in the United States,


 


[(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,]*


 





 



 


*      Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    	Exhibit N-1 



    	 



    

 


[(2)         the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no “directed
selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements of
Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)          the transaction
is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 





Dated: _______


 


cc: Credit Suisse Commercial Mortgage Securities Corp.


 




    	Exhibit N-2 



    	 



    

 


EXHIBIT
O


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSAIL 2016-C6


 


		Re:	CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2016-C6, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and
among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator and as Trustee, Torchlight Loan Services, LLC, as Special Servicer,
and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we


 






    	Exhibit O-1 



    	 



    

 


irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: Credit Suisse Commercial Mortgage Securities Corp.


 




    	Exhibit O-2 



    	 



    

 


EXHIBIT
P-1A


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or 

a Controlling Class Certificateholder)


 


[Date]


 



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

CSAIL 2016-C6 Commercial Mortgage Securities Trust 


Email: trustadministrationgroup@wellsfargo.com;


           cts.cmbs.bond.admin@wellsfargo.com

 


	Re:	CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2016-C6



 


In accordance with
the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and
among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator and as Trustee, Torchlight Loan Services, LLC, as Special Servicer,
and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned
is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder (or any
investment advisor or manager or other representative of the foregoing).


 


2.          The undersigned
is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.          In the case that
the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the undersigned
has received a copy of the Prospectus.


 


4.          The undersigned
is not a Borrower Party.


 


5.          The undersigned
is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are


 






    	Exhibit P-1A-1 



    	 



    

 


assisting
it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not,
without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners,
employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole
or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.          The undersigned
shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          The undersigned
shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


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


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 




    	Exhibit P-1A-2 



    	 



    

 


EXHIBIT
P-1B


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class


Certificateholder)


 


[Date] 


 


	
        Wells Fargo Bank,
National Association, 

        Sixth Street and Marquette Avenue 

        Minneapolis, Minnesota 55479-0113

        Attention: Corporate Trust Services (CMBS)

        CSAIL 2016-C6 Commercial Mortgage Securities Trust

        

         
	 	
        Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

CSAIL 2016-C6 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 2016-C6-Surveillance
Manager 

        Email: cmbs.notices@parkbridgefinancial.com
	 	
        KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211 

        Attention: Diane Haislip

	 	 	 
	
        Torchlight Loan Services, LLC

701 Brickell Avenue 

        Suite 2200

Miami, Florida 33131 

        Attention: William A. Clarkson, CSAIL 2016-C6

        Email: wclarkson@torchlightinvestors.com

         
	 	
         

         

         

         



CSAIL 2016-C6
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C6          


 


In accordance with
the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and
among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator and as Trustee, Torchlight Loan Services, LLC, as Special Servicer,
and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 






    	Exhibit P-1B-1 



    	 



    

 


1.          The undersigned
is [the Directing 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 Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.          At any time the
undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver the certification
attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.          The undersigned
shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


8.          [For use with
any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of this certification
in [paper][electronic


 






    	Exhibit P-1B-2 



    	 



    

 


click-through]
form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information
provider listed above [(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


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


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 




    	Exhibit P-1B-3 



    	 



    

 


EXHIBIT
P-1C


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or 

a Controlling Class Certificateholder)


 


[Date] 


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

CSAIL 2016-C6 Commercial Mortgage Securities Trust 


Email: trustadministrationgroup@wellsfargo.com;

            cts.cmbs.bond.admin@wellsfargo.com




 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: CSAIL 2016-C6 Asset Manager


 


CSAIL 2016-C6
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C6          


 


In accordance with
the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and
among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator and as Trustee, Torchlight Loan Services, LLC, as Special Servicer,
and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned
is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder (or any
investment advisor or manager or other representative of the foregoing).


 


2.          The undersigned
is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.          In the case that
the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the undersigned
has received a copy of the Prospectus.


 


4.          The undersigned
is a Borrower Party.


 






    	Exhibit P-1C-1 



    	 



    

 


5.          The undersigned
is requesting access to the Distribution Date Statements pursuant to the Pooling and Servicing Agreement. In consideration of the
disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the Distribution
Date Statements confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Distribution Date Statements will not, without the prior written consent of the
Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives
(collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however,
that the obligations of the undersigned to keep any such Distribution Date Statements confidential shall expire one year following
the date that the undersigned receives such Distribution Date Statements (with respect to a prospective purchaser only) or is no
longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Distribution Date Statements in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.          The undersigned
shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          The undersigned
shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statements on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


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


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 




    	Exhibit P-1C-2 



    	 



    

 


EXHIBIT
P-1D


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class


Certificateholder)


 


[Date]


  


	
        Wells Fargo Bank,
National Association, 

        Sixth Street and Marquette Avenue 

        Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

CSAIL 2016-C6 Commercial Mortgage Securities Trust
	 	
        Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

CSAIL 2016-C6 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 2016-C6-Surveillance
Manager 

        Email: cmbs.notices@parkbridgefinancial.com 
	 	
        KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211 

        Attention: Diane Haislip 

	 	 	 
	
        Torchlight Loan Services, LLC

701 Brickell Avenue 

        Suite 2200

Miami, Florida 33131 

        Attention: William A. Clarkson, CSAIL 2016-C6

        Email: wclarkson@torchlightinvestors.com

         
	 	
         

         

         

         



Re:          CSAIL 2016-C6
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C6          


 


In accordance with
the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and
among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer, Torchlight
Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee and 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:


 






    	Exhibit P-1D-1 



    	 



    

 


1.  The undersigned
is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder].


 


2.          The undersigned
is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY [EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan. 


 


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


 


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


 


5.          Except with respect
to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling and Servicing
Agreement to certain information (the “Information”) on the Certificate Administrator’s Website [and/or
is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant
to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information,
or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting
it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not,
without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners,
employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole
or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.          The undersigned
hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined in the
Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s 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-1D-2 



    	 



    

 


7.          The undersigned
shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


8.          To the extent
the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


9.          The undersigned
shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


10.          The undersigned
hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered in accordance
with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight
courier or (b) mailed by registered mail, postage prepaid].


 


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


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 




    	Exhibit P-1D-3 



    	 



    

 


EXHIBIT
P-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER


 


[Date]


 


	
        Wells Fargo Bank,
National Association, 

        Sixth Street and Marquette Avenue 

        Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

CSAIL 2016-C6 Commercial Mortgage Securities Trust 
	 	
        Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

CSAIL 2016-C6 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 2016-C6-Surveillance
Manager 

        Email: cmbs.notices@parkbridgefinancial.com 
	 	
        KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211 

        Attention: Diane Haislip

	 	 	 
	
        Torchlight Loan Services, LLC

701 Brickell Avenue 

        Suite 2200

Miami, Florida 33131 

        Attention: William A. Clarkson, CSAIL 2016-C6

        Email: wclarkson@torchlightinvestors.com

         
	 	
         

         

         

         






		Re:	CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2016-C6



 


THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE CSAIL
2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C6 REQUIRING ACTION BY YOU
AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE POOLING AND SERVICING AGREEMENT.


 






    	Exhibit P-1E-1 



    	 



    

 


In accordance with
Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.          The undersigned
is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.          The undersigned
has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded Loan][Excluded
Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If applicable] For
the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.] The
undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


3.          As of
the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information to
the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things,
the Certificate Administrator’s determination as to whether a Consultation Termination Event or Control Termination Event
is in effect with respect to the Excluded Controlling Class Mortgage Loans listed in paragraph 2 if any such mortgage loan is an
Excluded Loan:


 


	CUSIP	Class	Outstanding Certificate Balance	Initial Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    	Exhibit P-1E-2 



    	 



    

 


4.          Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.          The undersigned
hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined in the
Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website


 






    	Exhibit P-1E-3 



    	 



    

 


or
otherwise receives access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the
Pooling and Servicing Agreement.


 


6.          The undersigned
shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          To the
extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.          The undersigned
shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


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


 






    	Exhibit P-1E-4 



    	 



    

 


10.          The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the related
Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of
the Pooling and Servicing Agreement.


 


11.          The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
listed in Paragraph 2 above.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Directing Certificateholder][Holder
of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: Credit Suisse Commercial Mortgage Securities Corp.


 




    	Exhibit P-1E-5 



    	 



    

 


EXHIBIT
P-1F


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER TO


CERTIFICATE ADMINISTRATOR


 


[Date]


 


	
        Via: Email

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS)

        CSAIL 2016-C6 Commercial Mortgage Securities Trust

        trustadministrationgroup@wellsfargo.com;

        cts.cmbs.bond.admin@wellsfargo.com

         

        with a copy to:

         

        Wells Fargo Bank,
National Association, 

        8480 Stagecoach Circle

Frederick, Maryland 21701-4747 

        Attention: CSAIL 2016-C6 Commercial Mortgage Securities Trust

         



		Re:	CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2016-C6



 


In accordance with Section 3.13(b) of the
Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the
undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.          The undersigned is [the Directing
Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder] as of the date hereof.


 


2.          The undersigned has become a Borrower
Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded Loan][Excluded Controlling
Class Loan](s)”):


 






    	Exhibit P-1F-1 



    	 



    

 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


3.          The following USER IDs for CTSLink
are affiliated with the undersigned and access to any information on the Certificate Administrator’s Website with respect
to the CSAIL 2016-C6 Commercial Mortgage Securities Trust securitization should be revoked as to such users:


 








	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 


4.          The undersigned acknowledges that
it is not permitted to access and shall not access any Excluded Information with respect to such [Excluded Loan][Excluded Controlling
Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is no longer an Excluded Controlling Class
Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii) has delivered notice of the termination of
the related Excluded Controlling Class Holder status and (iii) has submitted an investor certification in the form of Exhibit P-1B
to the Pooling and Servicing Agreement.


 


Capitalized terms used but not defined herein
have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 






    	Exhibit P-1F-2 



    	 



    

 





	 	[Directing Certificateholder][Holder
of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: Credit Suisse Commercial Mortgage Securities Corp.


 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


 





	 	 
	Name:	 
	Title:	 






 




    	Exhibit P-1F-3 



    	 



    

 


EXHIBIT
P-1G


 


Form
of Certification of the Directing Certificateholder


 


[Date]


 


	
        Wells Fargo Bank,
National Association, 

        Sixth Street and Marquette Avenue 

        Minneapolis, Minnesota 55479-0113

        Attention: Corporate Trust Services (CMBS)

        CSAIL 2016-C6 Commercial Mortgage Securities Trust

        

         
	 	
        Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

CSAIL 2016-C6 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 2016-C6-Surveillance
Manager 

        Email: cmbs.notices@parkbridgefinancial.com
	 	
        KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211 

        Attention: Diane Haislip

	 	 	 
	
        Torchlight Loan Services, LLC

701 Brickell Avenue 

        Suite 2200

Miami, Florida 33131 

        Attention: William A. Clarkson, CSAIL 2016-C6

        Email: wclarkson@torchlightinvestors.com

         
	 	
         

         

         

         



		Re:	CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2016-C6



 


In accordance with
Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned
has been appointed to act as the Directing Certificateholder.


 


2.          The undersigned
is not a Borrower Party.


 






    	Exhibit P-1G-1 



    	 



    

 


3.          If the undersigned
becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver the certification
attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


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


 


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


 


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 





	 	[Directing Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: Credit Suisse Commercial Mortgage Securities Corp 


 




    	Exhibit P-1G-2 



    	 



    

EXHIBIT
P-2


 


FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSAIL 2016-C6


 


Attention:          CSAIL 2016-C6 Commercial
Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C6          


 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2016 (the
“Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
KeyBank National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Trustee and as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer
and as Operating Advisor, with respect to the certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


		1.	The undersigned is a (a) Rating Agency hired by the Depositor to provide ratings on the Certificates;
or (b) a Nationally Recognized Statistical Rating Organization (“NRSRO”); and has provided the Depositor with
the appropriate certifications under Exchange Act 17g-5(e);



 


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



 


		3.	Agrees that any confidentiality agreement applicable to the undersigned with respect to information
obtained from the Depositor’s 17g-5 website shall also be applicable to information obtained from the 17g-5 Information Provider’s
Website.



 






    	Exhibit P-2-1 



    	 



    

 


The undersigned shall be deemed to have
recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s Website and
the 17g-5 Information Provider’s Website.


 


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


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 


ANNEX A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with Credit Suisse Securities (USA) LLC together with its affiliates, the “Furnishing
Entities” and each a “Furnishing Entity”) furnishing certain financial, operational, structural and
other information relating to the issuance of the CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2016-C6 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2016
(the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as
Depositor, KeyBank National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Trustee and as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations
Reviewer and as Operating Advisor and the assets underlying or referenced by the Certificates, including the identity of, and
financial information with respect to borrowers, sponsors, guarantors, managers and lessees with respect to such assets (together,
the “Collateral”) to you (the “NRSRO”) through the website of Wells Fargo Bank, National
Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement, including the [section of the 17g-5 Information
Provider’s website that hosts the Depositor’s 17g-5 website after the Closing Date (as defined in the Pooling and
Servicing Agreement]. Information provided by each Furnishing Entity is labeled as provided by the specific Furnishing Entity. 


Definition of Confidential Information.
For purposes of this Confidentiality Agreement, the term “Confidential Information” shall include the following
information (irrespective of its source or form of communication, including information obtained by you through access to this
site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance or monitoring of a rating
with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements, legal documents
and other information (such information, the “Evaluation Material”) and (y)  any of the terms, conditions
or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the status thereof;
provided, however, that the term Confidential Information shall not include information which: 


was or becomes generally
available to the public (including through filing with the Securities and Exchange Commission or disclosure in an offering document)
other than as a


 






    	Exhibit P-2-2 



    	 



    

 


result
of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i) below) in violation of this Confidentiality
Agreement; 


was or is lawfully obtained
by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably believed by you to be under
no obligation to maintain the information as confidential and (ii) provides it to you without any obligation to maintain
the information as confidential; or is independently developed by the NRSRO without reference to any Confidential Information. 


Information to Be Held in Confidence. 


You will use the Confidential
Information solely for the purpose of determining or monitoring a credit rating on the Certificates and, to the extent that any
information used is derived from but does not reveal any Confidential Information, for benchmarking, modeling or research purposes
(the “Intended Purpose”). 


You acknowledge that
you are aware that the United States and state securities laws impose restrictions on trading in securities when in possession
of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO Representative
who is informed of the matters that are the subject of this Confidentiality Agreement to that effect. 


You will treat the Confidential
Information as private and confidential. Subject to Section 4, without the prior written consent of the applicable Furnishing
Entity, you will not disclose to any person any Confidential Information, whether such Confidential Information was furnished
to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing, you may: 


disclose the Confidential Information
to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives, agents and advisors (each, a “NRSRO
Representative”) who, in the reasonable judgment of the NRSRO, need to know such Confidential Information in connection
with the Intended Purpose; provided, that, prior to disclosure of the Confidential Information to a NRSRO Representative,
the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that such NRSRO Representative will act in
accordance with this Confidentiality Agreement; 


solely to the extent required
for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information to the NRSRO’s password
protected website; and 


use information derived from
the Confidential Information in connection with an Intended Purpose, if such derived information does not reveal any Confidential
Information. 


Disclosures Required by Law.
If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena, civil investigatory
demand, request for information or documents, deposition or similar process relating to any legal proceeding, investigation, hearing
or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity with notice as soon
as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation, and otherwise to
the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request to disclose
the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective order or other
reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses. Unless otherwise
required by a court or other governmental or regulatory authority to do so, and provided that you been informed by written notice
that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential treatment with
respect to the


 






    	Exhibit P-2-3 



    	 



    

 


requested Confidential Information, you
agree not to disclose the Confidential Information while the Furnishing Entity’s effort to obtain such a protective order
or other reasonable assurance for confidential treatment is pending. You agree to reasonably cooperate with each Furnishing Entity
in its efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded to the
portion of the Confidential Information that is being disclosed, at the sole expense of such Furnishing Entity; provided,
however, that in no event shall the NRSRO be required to take a position that such information should be entitled to receive
such a protective order or reasonable assurance as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective
order or other remedy, you agree to comply with its terms with respect to the disclosure of the Confidential Information, at the
sole expense of such Furnishing Entity. If a protective order or other remedy is not obtained or if the relevant Furnishing Entity
waives compliance with the provisions of this Confidentiality Agreement in writing, you agree to furnish only such information
as you are legally required to disclose, at the sole expense of the relevant Furnishing Entity. 


Obligation to Return Evaluation
Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material or documents,
including copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned to the relevant
Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any document or other material
containing Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s
internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain any portion
of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other documents prepared
by the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation Material so retained
by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality
Agreement. 


Violations of this Confidentiality
Agreement. The NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or
any NRSRO Representative. 


You agree promptly to advise each relevant
Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use by any person of the Confidential Information
which may come to your attention and to take all steps reasonably requested by such Furnishing Entity to limit, stop or otherwise
remedy such misappropriation, or unauthorized disclosure or use. 


You acknowledge and agree that the Furnishing
Entities would not have an adequate remedy at law and would be irreparably harmed in the event that any of the provisions of this
Confidentiality Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly
agreed that each Furnishing Entity shall be entitled to specific performance and injunctive relief to prevent breaches of this
Confidentiality Agreement and to specifically enforce the terms and provisions hereof, in addition to any other remedy to which
a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed that no failure to or delay in exercising
any right, power or privilege hereunder shall preclude any other or further exercise of any right, power or privilege. 


Term. Notwithstanding
the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided a credit rating
on a Security, your obligations under this Confidentiality Agreement will survive indefinitely. 


Governing Law. This
Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the relationships
of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed
in


 






    	Exhibit P-2-4 



    	 



    

 


accordance with the laws of the State
of New York applicable to agreements made and to be performed within such State. 


Amendments. This Confidentiality
Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire Agreement.
This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating to the treatment
of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all other understandings
and agreements between us relating to such matters; provided, however, that, if the terms of this Confidentiality
Agreement conflict with another agreement relating to the Confidential Information that specifically states that the terms of such
agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent the terms of this Confidentiality
Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding acceptance by you of the terms
hereof by entry into this website.


 


Contact Information. Notices for
each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


Credit Suisse Securities (USA) LLC

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee

Email: chuck.lee@credit-suisse.com


 




    	Exhibit P-2-5 



    	 



    

 


EXHIBIT
P-3


 


ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank, National Association

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSAIL 2016-C6


 


Attention:          CSAIL 2016-C6 Commercial
Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C6          


 


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 May 1, 2016 (the
“Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
KeyBank National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Trustee and as Certificate Administrator, Park Bridge Lender Services LLC, as Asset Representations Reviewer and
as Operating Advisor, with respect to the above-referenced certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


		1.	The undersigned is an employee or agent of Bloomberg L.P., Intex Solutions, Inc., Trepp, LLC, BlackRock
Financial Management Inc., Interactive Data Corporation, CMBS.com, Inc., Markit or Thompson Reuters, a market data provider that
has been given access to the Statements to Certificateholders, CREFC® Reports and supplemental notices on www.ctslink.com
(“CTSLink”) by request of the Depositor.



 


		2.	The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified
that the representation above remains true and correct.



 


		3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports
on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any
other person without the written consent of the Depositor.



 


		4.	The undersigned shall be fully liable for any breach of this agreement by itself or any of its
Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability or expense



 






    	Exhibit P-3-1 



    	 



    

 





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


 


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



 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 




    	Exhibit P-3-2 



    	 



    

 


EXHIBIT
Q


 


CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


Re:          CSAIL 2016-C6 Commercial
Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C6          


 


Ladies and Gentlemen:


 


In accordance with Section
2.02 of the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee and as Certificate Administrator,
and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor, the undersigned, as Custodian,
hereby certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage Loan listed in the Mortgage
Loan Schedule (other than any Mortgage Loan paid in full) the Custodian has, subject to Section 2.02(b) and (c) of the Pooling
and Servicing Agreement, reviewed the documents delivered to it pursuant to Section 2.01 of the Pooling and Servicing Agreement
and has determined that (i) all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii) (or, with
respect to clause (xii), a copy of such letter of credit and the required Officer’s Certificate), if any, of the definition
of “Mortgage File,” as applicable, with respect to the Mortgage Loans are in its possession, (ii) the foregoing documents
delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by it or by a Custodian on its behalf and appear
regular on their face and appear to be executed and to relate to such Mortgage Loan and (iii) based on such examination and only
as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses
(iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


 


Capitalized words and
phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 





	 	WELLS FARGO BANK, NATIONAL
    ASSOCIATION, 

    as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	Exhibit Q-1 



    	 



    

  


SCHEDULE A


 


[APPLICABLE MORTGAGE LOAN SELLER’S NOTICE ADDRESS]


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010



Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007


 


Fitch Ratings, Inc.

One State Street Plaza

New York, New York 10004


 


Morningstar Credit Ratings, LLC

220 Gibraltar Road, Suite 300

Horsham, Pennsylvania 19044


 


Torchlight Loan Services, LLC

701 Brickell Avenue, Suite 2200

Miami, Florida 33131


Attention: William A. Clarkson

Telecopy number: (305) 209-9971

E-mail: wclarkson@torchlightinvestors.com 


with a copy to:



Torchlight Loan Services, LLC

475 Fifth Avenue

New York, New York 10017

Attention: Jacob M. K. Baron

Telecopy number: (646) 253-9753

E-mail: jbaron@torchlightinvestors.com


 


KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211


 


Wells Fargo Bank, National Association

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113


 






    	Exhibit Q-2 



    	 



    

 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045


 


[DIRECTING CERTIFICATEHOLDER’S NOTICE ADDRESS]


 




    	Exhibit Q-3 



    	 



    

 


EXHIBIT
R-1


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


 


RECORDING REQUESTED BY: 


[ADDRESS] 





	 






SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


Wells Fargo Bank, National Association, a national banking
association organized and existing under the laws of the United States and having an office at 9062 Old Annapolis Road, Columbia,
Maryland 21045-1951, not in its individual capacity but solely as Trustee (“Trustee”), hereby constitutes and
appoints Master Servicer, and in its name, aforesaid Attorney-In-Fact, by and through any duly appointed authorized representative
appointed by the Board of Directors of (“Master Servicer”), to execute and acknowledge in writing or by facsimile
stamp all documents customarily and reasonably necessary and appropriate for the tasks described in the items (1) through (11)
below; provided however, that the documents described below may only be executed and delivered by such Attorneys-In-Fact if such
documents are required or permitted under the terms of the Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling
and Servicing Agreement”) between Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Master Servicer (the “Master Servicer”), Torchlight Loan Services, LLC, as Special Servicer
(the “Special Servicer”), Wells Fargo Bank, National Association, as Certificate Administrator, Paying Agent,
Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, on
behalf of CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C6 (the “Trust”)
and no power is granted hereunder to take any action that would be adverse to the interests of Wells Fargo Bank, National Association.


 


		1.	Demand, sue for, recover, collect and receive each and every sum of
money, debt, account and interest (which now is, or hereafter shall become due and payable) belonging
to or claimed by the Trustee, and to use or take any lawful means for recovery by legal process or otherwise, including but not
limited to the substitution of trustee serving under a Deed of Trust, the preparation and issuance of statements of breach, notices
of default, and/or notices of sale, accepting deeds in lieu of foreclosure, evicting (to the extent allowed by federal, state or
local laws) and foreclosing on the properties under the Security Instruments by judicial or non-judicial foreclosure, actions for
temporary restraining orders, injunctions, appointments of receiver, suits for waste, fraud and any and all other tort, contractual
or other claims of whatever nature, including execution of any evidentiary affidavits or verifications in support thereof, as may
be necessary or advisable in any bankruptcy action, state or federal suit or any other action.



 






    	Exhibit R-1-1 



    	 



    

 


		2.	Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee in litigation
and to resolve any litigation where the Master Servicer has an obligation to defend the Trustee, including but not limited to dismissal,
termination, cancellation, rescission and settlement.



 


		3.	Transact business of any kind to preserve the Trustee’s interest in the Mortgage Loans and the Mortgaged Properties.



 


		4.	Obtain an interest in the Mortgage Loans, Mortgaged Properties and/or buildings thereon, as the Trustee’s act and deed,
to contract for, purchase, receive and take possession and evidence of title in and to the property and/or to secure payment of
a promissory note or performance of any obligation or agreement.



 


		5.	Execute, complete, indorse or file bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments
regarding the Borrowers, the Mortgage Loans and/or the Mortgaged Properties, including but not limited to the execution of estoppel
certificates, financing statements, continuation statements, releases, satisfactions, assignments, loan modification agreements,
payment plans, waivers, consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements, property
adjustment agreements, management agreements, listing agreements, purchase and sale agreements, non-disturbance and attornment
agreements, leasing agreements and other instruments pertaining to Mortgages or Deeds of Trust, and execution of deeds and associated
instruments, if any, conveying the Mortgaged Properties, in the interest of the Trustee.



 


		6.	Endorse on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned
and draw upon, replace, substitute, release or amend letters of credit as Property securing the Mortgage Loans.



 


		7.	For Master Servicer: Execute any document or perform any act described in items (3), (4), and (5) in connection with the termination
of any Trust as necessary to transfer ownership of the affected Loans to the entity (or its designee or assignee) possessing the
right to obtain ownership of the Loans.



 


		8.	Such other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish
the Master Servicer’s duties and responsibilities under the Pooling and Servicing Agreement.



 


		9.	Subordinate the lien of a mortgage, deed of trust, or deed to secure debt (i) for the purpose of refinancing Loans, where applicable,
or (ii) to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain, including
but not limited to the execution of partial satisfactions and releases and partial reconveyances reasonably required for such purpose,
and the execution or requests to the trustees to accomplish the same.



 


		10.	Convey the Property to the mortgage insurer, or close the title to the Property to be acquired as real estate owned, or convey
title to real estate owned property (“REO Property”).



 






    	Exhibit R-1-2 



    	 



    

 


		11.	Execute and deliver the following documentation with respect to the sale of REO Property acquired through a foreclosure or
deed-in-lieu of foreclosure, including, without limitation: listing agreements; purchase and sale agreements; grant / limited or
special warranty / quit claim deeds or any other deed, but not general warranty deeds, causing the transfer of title of the property
to a party contracted to purchase same; escrow instructions; and any and all documents necessary to effect the transfer of REO
Property.



 


The undersigned gives said Attorney-in-Fact full power and authority
to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power
or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do as of [date].


 


This appointment is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to,
and it is not to be construed as a general power of attorney.


 


The Master Servicer hereby agrees to indemnify and hold Wells
Fargo Bank, National Association, as Trustee, and its directors, officers, employees and agents harmless from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind
or nature whatsoever incurred by the Trustee and its directors, officers, employees and agents by reason or result of the misuse
of this Limited Power of Attorney by the Master Servicer. The foregoing indemnity shall survive the termination of this Limited
Power of Attorney and the Pooling and Servicing Agreement or the earlier resignation or removal of Wells Fargo Bank, National Association,
as Trustee under the Agreement.


 


IN WITNESS WHEREOF, Wells Fargo Bank, National Association,
as Trustee for the benefit of the registered Holders of CSAIL 2016-C6 Commercial Mortgage Trust Commercial Mortgage Pass Through
Certificates, Series 2016-C6 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 ____________.


 





	 	Wells
Fargo Bank, National Association, 

as Trustee for the benefit of the registered Holders of CSAIL 2016-C6 Commercial Mortgage Trust
Commercial Mortgage Pass Through Certificates, Series 2016-C6
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Witness:


____________________


 






    	Exhibit R-1-3 



    	 



    

 


Witness:


_____________________



 






    	Exhibit R-1-4 



    	 



    

 





	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 



 


On ________________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under 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-1-5 



    	 



    

 


EXHIBIT
R-2


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER


 


RECORDING REQUESTED BY: 


[ADDRESS]


	 









SPACE ABOVE THIS LINE FOR RECORDER’S
USE


  


LIMITED POWER OF ATTORNEY


 


Wells Fargo Bank, National Association, a national banking
association organized and existing under the laws of the United States and having an office at 9062 Old Annapolis Road, Columbia,
Maryland 21045-1951, not in its individual capacity but solely as Trustee (“Trustee”), hereby constitutes and
appoints Special Servicer, and in its name, aforesaid Attorney-In-Fact, by and through any duly appointed authorized representative
appointed by the Board of Directors of (“Special Servicer”), to execute and acknowledge in writing or by facsimile
stamp all documents customarily and reasonably necessary and appropriate for the tasks described in the items (1) through (11)
below; provided however, that the documents described below may only be executed and delivered by such Attorneys-In-Fact if such
documents are required or permitted under the terms of the Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling
and Servicing Agreement”) between Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Master Servicer (the “Master Servicer”), Torchlight Loan Services, LLC, as Special Servicer
(the “Special Servicer”), Wells Fargo Bank, National Association, as Certificate Administrator, Paying Agent,
Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, on behalf
of CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C6 (the “Trust”)
and no power is granted hereunder to take any action that would be adverse to the interests of Wells Fargo Bank, National Association.


 


		1.	Demand, sue for, recover, collect and receive each and every sum of
money, debt, account and interest (which now is, or hereafter shall become due and payable) belonging
to or claimed by the Trustee, and to use or take any lawful means for recovery by legal process or otherwise, including but not
limited to the substitution of trustee serving under a Deed of Trust, the preparation and issuance of statements of breach, notices
of default, and/or notices of sale, accepting deeds in lieu of foreclosure, evicting (to the extent allowed by federal, state or
local laws) and foreclosing on the properties under the Security Instruments by judicial or non-judicial foreclosure, actions for
temporary restraining orders, injunctions, appointments of receiver, suits for waste, fraud and any and all other tort, contractual
or other claims of whatever nature, including execution of any evidentiary affidavits or verifications in support thereof, as may
be necessary or advisable in any bankruptcy action, state or federal suit or any other action.



 






    	Exhibit R-2-1 



    	 



    

 


		2.	Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee in litigation
and to resolve any litigation where the Special Servicer has an obligation to defend the Trustee, including but not limited to
dismissal, termination, cancellation, rescission and settlement.



 


		3.	Transact business of any kind to preserve the Trustee’s interest in the Mortgage Loans and the Mortgaged Properties.



 


		4.	Obtain an interest in the Mortgage Loans, Mortgaged Properties and/or buildings thereon, as the Trustee’s act and deed,
to contract for, purchase, receive and take possession and evidence of title in and to the property and/or to secure payment of
a promissory note or performance of any obligation or agreement.



 


		5.	Execute, complete, indorse or file bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments
regarding the Borrowers, the Mortgage Loans and/or the Mortgaged Properties, including but not limited to the execution of estoppel
certificates, financing statements, continuation statements, releases, satisfactions, assignments, loan modification agreements,
payment plans, waivers, consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements, property
adjustment agreements, management agreements, listing agreements, purchase and sale agreements, non-disturbance and attornment
agreements, leasing agreements and other instruments pertaining to Mortgages or Deeds of Trust, and execution of deeds and associated
instruments, if any, conveying the Mortgaged Properties, in the interest of the Trustee.



 


		6.	Endorse on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned
and draw upon, replace, substitute, release or amend letters of credit as Property securing the Mortgage Loans.



 


		7.	For Special Servicer: Execute any document or perform any act described in items (3), (4), and (5) in connection with the termination
of any Trust as necessary to transfer ownership of the affected Loans to the entity (or its designee or assignee) possessing the
right to obtain ownership of the Loans.



 


		8.	Such other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish
the Special Servicer’s duties and responsibilities under the Pooling and Servicing Agreement.



 


		9.	Subordinate the lien of a mortgage, deed of trust, or deed to secure debt (i) for the purpose of refinancing Loans, where applicable,
or (ii) to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain, including
but not limited to the execution of partial satisfactions and releases and partial reconveyances reasonably required for such purpose,
and the execution or requests to the trustees to accomplish the same.



 


		10.	Convey the Property to the mortgage insurer, or close the title to the Property to be acquired as real estate owned, or convey
title to real estate owned property (“REO Property”).



 






    	Exhibit R-2-2 



    	 



    

 


		11.	Execute and deliver the following documentation with respect to the sale of REO Property acquired through a foreclosure or
deed-in-lieu of foreclosure, including, without limitation: listing agreements; purchase and sale agreements; grant / limited or
special warranty / quit claim deeds or any other deed, but not general warranty deeds, causing the transfer of title of the property
to a party contracted to purchase same; escrow instructions; and any and all documents necessary to effect the transfer of REO
Property.



 


The undersigned gives said Attorney-in-Fact full power and authority
to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power
or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do as of [date].


 


This appointment is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to,
and it is not to be construed as a general power of attorney.


 


The Special Servicer hereby agrees to indemnify and hold Wells
Fargo Bank, National Association, as Trustee, and its directors, officers, employees and agents harmless from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind
or nature whatsoever incurred by the Trustee and its directors, officers, employees and agents by reason or result of the misuse
of this Limited Power of Attorney by the Special Servicer. The foregoing indemnity shall survive the termination of this Limited
Power of Attorney and the Pooling and Servicing Agreement or the earlier resignation or removal of Wells Fargo Bank, National Association,
as Trustee under the Agreement.


 


IN WITNESS WHEREOF, Wells Fargo Bank, National Association,
as Trustee for the benefit of the registered Holders of CSAIL 2016-C6 Commercial Mortgage Trust Commercial Mortgage Pass Through
Certificates, Series 2016-C6 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 ____________.


 





	 	Wells
Fargo Bank, National Association, 

as Trustee for the benefit of the registered Holders
of CSAIL 2016-C6 Commercial Mortgage Trust Commercial Mortgage Pass Through Certificates, Series 2016-C6
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Witness:


____________________


 






    	Exhibit R-2-3 



    	 



    

 





Witness:


_____________________


 




    	Exhibit R-2-4 



    	 



    

 


 


State of Delaware} 


County of ____} 


On ________________________, before me,


_________________________________Notary
Public, personally appeared


___________________________,
who proved to me on the basis of 


satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her
signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY OF PERJURY under the laws of the State
of Delaware that the foregoing paragraph is true and correct. 


Witness my hand and official seal.





	 	 
	Notary signature	 



 




    	Exhibit R-2-5 



    	 



    

 



 


EXHIBIT
S


 


INITIAL COMPANION HOLDERS 


 


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

        

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

         

        Notice Address:



9062 Old Annapolis Road, Columbia, Maryland 21045-1951 

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

         

        NOTE A-3-2

        

        Column Financial, Inc.

         

        Notice Address:

        

        11 Madison Avenue, 4th Floor, New York, New York 10010, Attention: Dante La Rocca

         

        NOTE A-4

         

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

         

        Notice Address:

        

        9062 Old Annapolis Road, Columbia, Maryland 21045-1951

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

         




 






    	Exhibit S-1 



    


    

 


	Quaker Bridge Mall Loan	
        NOTE A-1

        

        Wells Fargo Bank, National Association for the Holders of JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial Mortgage
        Pass-Through Certificates, Series 2016-C2

         

        Notice Address:

         

9062 Old Annapolis Road, Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – JPMDB 2016-C2

         

        NOTE B-1 and B-2

         

        Teachers Insurance and Annuity Association of America

         

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

        

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

         

        Notice Address:

        

        9062 Old Annapolis Road, Columbia, Maryland 21045-1951

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

         

        NOTE A-3-1

        

        Wells Fargo Bank, National Association for the Holders of CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
        Certificates, Series 2016-C5

         

        Notice Address:

        

        9062 Old Annapolis Road, Columbia, Maryland 21045-1951

         





 






    	Exhibit S-2 



    


    

 


	 	

        Attention: Corporate Trust Services (CMBS) – CSAIL 2016-C5

         

        NOTE A-4

        

        U.S. Bank National Association for the Holders of Mortgage Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage
        Pass-Through Certificates, Series 2016-C28

         

        Notice Address:

         

        190 S. LaSalle Street, 7th Floor

Mail Code MK-IL-SL7C 

        Chicago, Illinois 60603 

        Attention: MSBAM 2016-C28

         

    
	Jay Scutti Plaza Loan	
        NOTE A-2

        

        MC-Five Mile Commercial Mortgage Finance LLC

         

        Notice Address:

         

        1330 Avenue of the Americas

        New York, New York 10019

        Attention: Matthew Philip, Managing Director

         

	Starwood Capital Extended Stay Portfolio Loan	
        NOTE A-1-A

         

        Wells Fargo Bank, National Association for the Holders of CSAIL
        2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3

         

        Notice Address:

        

        9062 Old Annapolis Road, Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS) – CSAIL 2015-C3

         

        NOTE A-2 and A-3 

        

        Wells Fargo Bank, National Association for the

        



 






    	Exhibit S-3 



    


    

 


	 	
    Holders of CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
        Certificates, Series 2016-C5

         

        Notice Address:

        

        9062 Old Annapolis Road, Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS) – CSAIL 2016-C5

         

    


 






    	Exhibit S-4 



    


    

 


EXHIBIT
T


 


FORM OF NOTICE RELATING TO THE NON-SERVICED
MORTGAGE LOAN


 


[Date]


 


[NON-SERVICED MORTGAGE LOAN PARTIES]


 


[ADDRESSES]


 


VIA FACSIMILE


 


		Re:	CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2016-C6



 


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 May 1, 2016 (the “CSAIL 2016-C6 Pooling
Agreement”) by and among Credit Suisse Commercial Mortgage Securities Corp., as depositor, KeyBank National Association,
as Master Servicer (in such capacity, the “[NON-SERVICED WHOLE LOAN] Mortgage Loan Master Servicer”), Torchlight
Loan Services, LLC, as special servicer, Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”)
and as Certificate Administrator (in such capacity, the “Certificate Administrator”), and Park Bridge Lender
Services LLC, as asset representations reviewer and as Operating Advisor. The Certificate Administrator hereby directs the Non-Serviced
Master Servicer, as follows:]


 


The Non-Serviced Master
Servicer shall remit to the [NON-SERVICED WHOLE LOAN] Mortgage Loan Master Servicer all amounts payable to, and forward, deliver
or otherwise make available, as the case may be, to the [NON-SERVICED WHOLE LOAN] Mortgage Loan Master Servicer all reports, statements,
documents, communications, and other information that are to be forwarded, delivered or otherwise made available to, the holder
of the [NON-SERVICED WHOLE LOAN] Mortgage Loan (as such term is defined in the CSAIL 2016-C6 Pooling Agreement) under the [NON-SERVICED
WHOLE LOAN] Intercreditor Agreement (as defined in the CSAIL 2016-C6 Pooling Agreement).


 


Thank you for your attention
to this matter.


 






    	Exhibit T-1 



    


    

 





	 	 	 	 	 	 
	Date:	 	 	 	 
	 	 
	 	Wells Fargo Bank, National Association,
    as Certificate Administrator for the Holders of the CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass Through
    Certificates, Series 2016-C6
	 	 	 
	 	By: 	 	 
	 	 	Name:
	 	 	Title:


 






    	Exhibit T-2 



    


    

 


EXHIBIT
U


 


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	Moody’s Investors Service, Inc.

7 World Trade Center

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

Fax number: (212) 553-0300



 


Morningstar Credit Ratings, LLC


220 Gibraltar Road, Suite 300


Horsham, Pennsylvania 19044


Attention: CMBS Surveillance


E-mail: cmbsratings@morningstar.com


 


			Fitch Ratings, Inc.

One State Street Plaza, 28th Floor

New York, New York 10004

Attention: US CMBS Surveillance



 


		From:	KeyBank National Association, in its capacity as Master Servicer under the Pooling and Servicing Agreement dated as of May
1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, KeyBank National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Trustee and as Certificate Administrator, and Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer.



 


		Date:	_________, 20___



 


		Re:	CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C6



Mortgage Loan (the “Mortgage Loan”) identified by loan number _____ [and loan number [_______]] on the Mortgage
Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on
the Mortgage Loan Schedule by the following names:____________________

       ____________________



 






    	Exhibit U-1 



    


    

 





Reference is made to
the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to
such terms in the Pooling and Servicing Agreement.


 


As Servicer under the
Pooling and Servicing Agreement, we hereby:


 


(a)  Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


 


____  a full defeasance of the
entire principal balance of the Mortgage Loan; or


 


____  a partial defeasance of
a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________ or _______%
of the entire principal balance of the Mortgage Loan;


 


(b)         Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect on
the Mortgage Loan or the defeasance transaction:


 


(i)          The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


 


(ii)         The
defeasance was consummated on __________, 20__.


 


(iii)        The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance
Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity
cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)        The
Master Servicer received an opinion of counsel (from counsel approved by the Servicer in accordance with the Servicing Standard)
that the defeasance will not result in an Adverse REMIC Event.


 


(v)         The
Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy
remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance
collateral and real property securing Mortgage Loans included in the pool.


 



    	Exhibit U-2 



    


    




 


(vi)        The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.


 


(vii)       The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of
the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified
in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated
loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the
“Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv)
permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after the
Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the
defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other
than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor.


 


(viii)      The
Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved by the
Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without taking
into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments after
the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a partial
defeasance) on its Maturity Date (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 (or the allocated portion thereof in a partial
defeasance) for such year.


 


(ix)         The
Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below). The
entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of pool
balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent Distribution
Date Statement received by us (the “Current Report”).


 






    	Exhibit U-3 



    


    

 


(x)          The
Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid, perfected first
priority security interest in the defeasance collateral and that the documents executed in connection with the defeasance are enforceable
in accordance with their respective terms.


 


(c)          Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)         Certify
that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute
a Servicing Officer as of the date of the defeasance described above.


 


(e)          Agree
to provide copies of all items listed in Exhibit B to you upon request.


 






    	Exhibit U-4 



    


    

 


IN WITNESS WHEREOF, the
Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.





	 	 	 
	 	[________________]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	Exhibit U-5 



    


    

 


EXHIBIT
V


 


FORM OF OPERATING ADVISOR ANNUAL REPORT1


 


Report Date: After the occurrence and during the continuance
of a Control Event, this report will be delivered annually no later than [INSERT DATE], pursuant to the terms and conditions of
the Pooling and Servicing Agreement.          

Transaction:CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C6          

Operating Advisor: Park Bridge Lender Services LLC          

Special Servicer: Torchlight Loan Services, LLC

Directing Certificateholder: Torchlight Investors, LLC


 


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



 


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



 


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



 


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



 


		II.	Executive Summary



 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in
accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken
a limited review of the Special Servicer’s operational activities to service certain Specially Serviced Loans in accordance
with the Servicing Standard. Based on such limited review, the Operating Advisor [does, does not] believe there are material violations
of the Special Servicer’s compliance with its obligations under the Pooling and Servicing Agreement. In addition, the Operating
Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


 



 


1
 This report is an indicative report and does not reflect the final form of annual report to be used in any particular year.
The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject
to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to
Privileged Information.


 






    	Exhibit V-1 



    


    

 


In connection with the
assessment set forth in this report, the Operating Advisor:


 


		1.	Reviewed the Asset Status Reports, the Special Servicer’s assessment of compliance report,
attestation report by a third party regarding the Special Servicer’s compliance with its obligations and net present value
calculations and Appraisal Reduction Amount calculations and [LIST OTHER REVIEWED INFORMATION] for the following [·]
Specially Serviced Loans: [List applicable Mortgage Loans]



 


		2.	Consulted with the Special Servicer as provided under the Pooling and Servicing Agreement. The
Operating Advisor’s analysis of the Asset Status Reports (including related net present value calculations and Appraisal
Reduction Amount calculations) related to the Specially Serviced Loans should be considered a limited investigation and not be
considered a full or limited audit. For instance, we did not review each page of the Special Servicer’s policy and procedure
manuals (including amendments and appendices), re-engineer the quantitative aspects of their net present value calculator, visit
any property, visit the Special Servicer, visit the Directing Certificateholder or interact with any borrower. In addition, our
review of the net present value calculations and Appraisal Reduction Amount calculations is limited to the mathematical accuracy
of the calculations and the corresponding application of the non-discretionary portions of the applicable formulas, and as such,
does not take into account the reasonableness of the discretionary portions of such formulas.



 


		III.	Specific Items of Review



 


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



 


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



 


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



 


		4.	The Operating Advisor [received/did not receive] information necessary to recalculate and verify
the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portions of the applicable
formulas required to be utilized in connection with any Appraisal Reduction Amount or net present value calculations used in the
special servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially
Serviced Loan prior to the utilization by the Special Servicer.



 






    	Exhibit V-2 



    


    

 


		a.	The Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the
application of the applicable non-discretionary portions of the formula] required to be utilized for such calculation.



 


		b.	After consultation with the special servicer to resolve any inaccuracy in the mathematical calculations
or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations, such
inaccuracy [has been/ has not been] resolved.



 


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



 


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



 


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



 


		1.	The Operating Advisor did not participate in, or have access to, the Special Servicer’s and
Directing Certificateholder’s discussion(s) regarding any Specially Serviced Loan. The Operating Advisor does not have authority
to speak with the Directing Certificateholder directly. As such, the Operating Advisor generally relied upon the information delivered
to it by the Special Servicer as well as its interaction with the Special Servicer, if any, in gathering the relevant information
to generate this report.



 


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



 


		3.	Confidentiality and other contractual limitations limit the Operating Advisor’s ability to
outline the details or substance of the discussions held between it and the Special Servicer regarding any Specially Serviced Loans
and certain information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this
report may not reflect all the relevant information that the Operating Advisor is given access to by the Special Servicer.



 


		4.	There are many tasks that the Special Servicer undertakes on an on-going basis related to Specially
Serviced Loans. These include, but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve
changes, etc. The Operating Advisor does not participate in any discussions regarding such actions. As such, Operating Advisor
has not assessed the Special Servicer’s operational compliance with respect to those types of actions.



 


		5.	The Operating Advisor is not empowered to speak with any investors directly. If the investors have
questions regarding this report, they should address such questions to the Certificate Administrator through the Certificate Administrator’s
website.



 






    	Exhibit V-3 



    


    

 


Terms used but not defined herein have
the meaning set forth in the Pooling and Servicing Agreement dated May 1, 2016.


 






    	Exhibit V-4 



    


    

 


EXHIBIT
W


 


Form
of Notice from Operating Advisor Recommending 

Replacement of Special Servicer


 


Wells Fargo Bank, National Association

as Trustee


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attention: Corporate Trust Services
– CSAIL 2016-C6

 


Wells Fargo Bank, National Association

as Certificate Administrator


Sixth Street and Marquette Avenue


Minneapolis, Minnesota 55479-0113


Attention: CMBS – CSAIL
2016-C6


 


Torchlight
Loan Services, LLC

701 Brickell Avenue

Suite 2200

Miami, FL 33131

Attention: William A. Clarkson



Torchlight Loan Services, LLC

475 Fifth Avenue 

New York, New York 10017

Attention: Jacob M. K. Baron 


 


		Re:	CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
                                                                               Series 2016-C6, 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 May 1, 2016 (the “Pooling and Servicing
Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association,
as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee and
as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor,
on behalf of the holders of CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C6
(the “Certificates”) regarding the replacement of the


 






    	Exhibit W-1 



    


    

 


Special Servicer. Capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


Based upon our review
of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.23 of the Pooling
and Servicing Agreement, it is our assessment that Torchlight Loan Services, LLC, in its current capacity as Special Servicer,
is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard]. The
following factors support our assessment: [________].


 


Based upon such assessment,
we further hereby recommend that Torchlight Loan Services, LLC be removed as Special Servicer and that [________] be appointed
its successor in such capacity.


	 	 	 	 
	 	Very truly yours,
	 	 
	 	 	[The Operating Advisor]
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 





 






    	Exhibit W-2 



    


    

 


EXHIBIT
X


 


Form
of CONFIDENTIALITY Agreement


 


KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Diane Haislip


 


Torchlight Loan Services, LLC

701 Brickell Avenue

Suite 2200

Miami, FL 33131

Attention: William A. Clarkson



Torchlight Loan Services, LLC

475 Fifth Avenue 

New York, New York 10017

Attention: Jacob M. K. Baron


 


		Re:	Access to Certain Information Regarding CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2016-C6



 


Ladies and Gentlemen:


 


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


 


KeyBank National Association (“_____”)/
Torchlight Loan Services, LLC (“_____”)] understands that [____] (the “Company”) is requesting certain
confidential or non-public information relating to the Mortgage Loans to which the Company has continuing rights as a Certificateholder.
The Company is requesting such information for the purpose of analyzing asset performance and evaluating any continuing rights
the Company may have under the Trust (the “Permitted Purpose”). The Company agrees that the Permitted Purpose
shall not include the use or disclosure of the Confidential Information (as defined below) in any manner that violates any applicable
law, the Pooling and Servicing Agreement or the related mortgage loan documents.


 


(“_____”) will provide the
Company with certain confidential, non-public servicing information (the “Confidential Information”) pertaining
to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges that the Confidential Information






    	Exhibit X-1 



    


    

 


[_____] [__], 20[__]

Page 2


 


(a) includes or may be based upon information provided to (“_____”) by third parties, (b) may not have been
verified by (“_____”), and (c) may be incomplete or contain inaccuracies. The Company agrees that (“_____”),
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) (“_____”)’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 (“_____”);
(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 (“_____”); (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 (“_____”)’s election): (i) responses to reasonable written inquiries received from
the Company, (ii) conference calls conducted on a reasonably scheduled basis with (“_____”)’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”). (“_____”) 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) (“_____”)
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. (“_____”) shall cease to provide the Company with Confidential Information if (“_____”) has actual
knowledge that the Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents and (“_____”)
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. (“_____”)’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 shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding the






    	Exhibit X-2 



    


    

 


[_____] [__], 20[__]

Page 3


 


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, (“_____”) 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 (“_____”)’s
rights or obligations under the Pooling and Servicing Agreement. This letter agreement may be executed in counterparts and by facsimile/Portable
Document Format (PDF); each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall
constitute one agreement.


 


This agreement shall terminate with respect
to the information received by the Company one year after the Company receives such information or ceases to be a Certificateholder.
Company agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding confidentiality
of Confidential Information agreed to in connection with accessing the System whether agreed to in accessing the System before
or after signing this letter agreement.


 






    	Exhibit X-3 



    


    

 


Please have an authorized signatory countersign
in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set forth herein.





	 	 	 
	 	Very truly yours,
	 	 	 
	 	KeyBank National Association
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





	 	 	 
	 	TORCHLIGHT
LOAN SERVICES, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





	 	 	 
	CONFIRMED AND AGREED TO:	 
	 	 	 
	[COMPANY NAME]	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 






    	Exhibit X-4 



    


    

 


EXHIBIT
Y


 


FORM CERTIFICATION TO BE PROVIDED WITH
FORM 10-K


 


CERTIFICATION


 


I, [identifying the certifying
individual], certify that:


 


		1.	I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in
respect of the period covered by this report on Form 10-K of the CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass
Through Certificates, Series 2016-C6 (the “Exchange Act periodic reports”);



 


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



 


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



 


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



 


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



 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: (A) KeyBank National Association,
as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, As Trustee, and
Park Bridge Lender Services LLC, as Asset Representations Reviewer and Operating Advisor; (B) KeyBank National Association, as
Non-Serviced Master Servicer, AEGON USA Realty Advisors, LLC, as Non-Serviced Special Servicer, Wells Fargo Bank, National Association,
as Non-Serviced Certificate Administrator, and Wells Fargo Bank, National Association, as Non-Serviced Trustee of the GLP Industrial
Portfolio B Mortage Loan; (C) Wells Fargo Bank, National Association, as Non-Serviced Master Servicer, Midland Loan Services, a
Division of PNC Bank, National Association, as Non-


 






    	Exhibit Y-1 



    


    

 


Serviced
Special Servicer, Wells Fargo Bank, National Association, as Non-Serviced Certificate Administrator, Wilmington Trust, National
Association, as Non-Serviced Trustee, and Pentalpha Surveillance LLC, as Non-Serviced Operating Advisor of the Quaker Bridge Mall
Mortgage Loan; (D) KeyBank National Association, as Non-Serviced Master Servicer, AEGON USA Realty Advisors, LLC, as Non-Serviced
Special Servicer, Wells Fargo Bank, National Association, as Non-Serviced Certificate Administrator, and Wells Fargo Bank, National
Association, as Non-Serviced Trustee of the GLP Industrial Portfolio A Mortage Loan; and (E) Midland Loan Services, a Division
of PNC Bank, National Association, as Non-Serviced Master Servicer, Rialto Capital Advisors, LLC, as Non-Serviced Special Servicer,
Wells Fargo Bank, National Association, as Non-Serviced Certificate Administrator, and Wells Fargo Bank, National Association,
as Non-Serviced Trustee of the Starwood Capital Extended Stay Portfolio Mortage Loan.





	 	 	 	 
	Date:	 	 	 
		 
	 	 
	[NAME OF OFFICER]	 
	(Senior officer in charge of securitization of the depositor)	 


 






    	Exhibit Y-2 



    


    

 


EXHIBIT
Z-1


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2016-C6, issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2016 (the
“Pooling and Servicing Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
KeyBank National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Trustee and 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 by the trustee, the custodian, the master servicer, the special servicer
and the operating advisor


 






    	Exhibit Z-1-1 



    


    

 


under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the
Form 10-K is included in the Reports;


 


          4.          I (or an officer under my supervision) am responsible
for reviewing the activities performed by the Certificate Administrator under the Pooling and Servicing Agreement and based on
my knowledge and the compliance review conducted in preparing the Certificate Administrator compliance statement required to be
delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation
AB, and except as disclosed in the Reports, the Certificate Administrator has fulfilled its obligations under the Pooling and Servicing
Agreement in all material respects; and


 


          5.          All of the reports on assessment of compliance with
servicing criteria for asset-backed securities applicable to the Certificate Administrator or any Servicing Function Participant
retained by the Certificate Administrator (the “Relevant Servicing Criteria”) and their related attestation
reports on assessment of compliance with the Relevant Servicing Criteria required to be included in the Form 10-K in accordance
with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to the Form 10-K. Any
material instances of noncompliance described in such reports have been disclosed in the Form 10-K and such assessment of compliance
is fairly stated in all material respects.


 


          This Certification is being signed by me
as an officer of the Certificate Administrator responsible for reviewing the activities performed by the Certificate Administrator
under the Pooling and Servicing Agreement.


	 	 	 
	Dated: 	 	 	 
	 	 	 
	 	 	Name:
	 	 	Title:





 






    	Exhibit Z-1-2 



    


    

 


EXHIBIT
Z-2


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2016-C6, issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2016 (the
“Pooling and Servicing Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
KeyBank National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Trustee and as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer
and as Operating Advisor.



 


I, [identity of certifying individual], hereby certify, with
the knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the
Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the
Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization, to be signed
by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley
Act of 2002:


 


          1.          I (or Servicing Officers under my supervision) have
reviewed the servicing and other information required to be provided by the Master Servicer in accordance with the Pooling and
Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form 10-K”)
and all information required to be provided by the Master Servicer in accordance with the Pooling and Servicing Agreement for inclusion
in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of the Trust (collectively,
with the Form 10-K, the “Reports”) (such information provided by the Master Servicer, collectively, the “Master
Servicer Periodic Information”);


 


          2.          Based on my knowledge, and assuming the accuracy of
the statements required to be made by each Special Servicer in the special servicer backup certificate delivered by each Special
Servicer relating to the relevant period, the Master Servicer Periodic Information, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by the Form 10-K;


 






    	Exhibit Z-2-1 



    


    

 


          3.          Based on my knowledge, and assuming the accuracy of
the statements required to be made by each Special Servicer in the special servicer backup certificate delivered by each Special
Servicer relating to the relevant period, all of servicing and other information required to be provided by the Master Servicer
under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the
Master Servicer Periodic Information;


 


4.          I (or Servicing Officers under my
supervision) am responsible for reviewing the activities performed by the Master Servicer under the Pooling and Servicing Agreement
and based on my knowledge and the compliance review conducted in preparing the Master Servicer compliance statement required to
be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation
AB, and except as disclosed in the Master Servicer Periodic Information, the Master Servicer has fulfilled its obligations under
the Pooling and Servicing Agreement in all material respects;


 


5.          The accountants that are to deliver
the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Master Servicer
with respect to the Trust’s fiscal year _____ have been provided all information relating to the Master Servicer’s
assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct a review in compliance with the
standards for attestation engagements issued or adopted by the PCAOB; and


 


          6.          All of the reports on assessment of compliance with
servicing criteria for asset-backed securities applicable to the Master Servicer or any Servicing Function Participant retained
by the Master Servicer (the “Relevant Servicing Criteria”) and their related attestation reports on assessment
of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement to be delivered for inclusion
in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18, have been delivered in
accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with the Relevant Servicing Criteria
have been disclosed in such reports and such assessment of compliance is fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Master Servicer responsible for reviewing the activities performed by the Master Servicer under the Pooling
and Servicing Agreement.





	 	 	 
	Dated: 	 	 	 
	 	 	 
	 	 	Name:
	 	 	Title:


 






    	Exhibit Z-2-2 



    


    

 


EXHIBIT
Z-3


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2016-C6, issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2016 (the
“Pooling and Servicing Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
KeyBank National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Trustee and as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer
and as Operating Advisor.



 


I, [identity of certifying individual], hereby certify, with
the knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the
Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the
Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization, to be signed
by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley
Act of 2002:


 


          1.          I (or Servicing Officers under my supervision) have
reviewed the servicing and other information required to be provided by the Special Servicer in accordance with the Pooling and
Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form 10-K”)
and all information required to be provided by the Special Servicer in accordance with the Pooling and Servicing Agreement for
inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of the
Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Special Servicer, collectively,
the “Special Servicer Periodic Information”);


 


          2.          Based on my knowledge, the Special Servicer Periodic
Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by the Form 10-K;


 






    	Exhibit Z-3-1 



    


    

 


          3.          Based on my knowledge, all servicing and other information
required to be provided by the Special Servicer under the Pooling and Servicing Agreement for inclusion in the Reports for the
period covered by the Form 10-K is included in the Special Servicer Periodic Information;


 


          4.          I (or Servicing Officers under my supervision) am
responsible for reviewing the activities performed by the Special Servicer under the Pooling and Servicing Agreement, and based
on my knowledge and the compliance review conducted in preparing the Special Servicer’s compliance statement required to
be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation
AB, and except as disclosed in the Special Servicer Periodic Information, the Special Servicer has fulfilled its obligations under
the Pooling and Servicing Agreement in all material respects;


 


          5.          The accountants that are to deliver the annual attestation
report on assessment of compliance with the Relevant Servicing Criteria in respect of the Special Servicer with respect to the
Trust’s fiscal year _____ have been provided all information relating to the Special Servicer’s assessment of compliance
with the Relevant Servicing Criteria in order to enable them to conduct a review in compliance with the standards for attestation
engagements issued or adopted by the PCAOB; and


 


          6.          All of the reports on assessment of compliance with
servicing criteria for asset-backed securities applicable to the Special Servicer or any Servicing Function Participant retained
by the Special Servicer (the “Relevant Servicing Criteria”) and their related attestation reports on assessment
of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement to be delivered for inclusion
in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18, have been delivered in
accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with the Relevant Servicing Criteria
have been disclosed in such reports and such assessment of compliance with servicing criteria is fairly stated in all material
respects.


 


          This Certification is being signed by me
as an officer of the Special Servicer responsible for reviewing the activities performed by the Special Servicer under the Pooling
and Servicing Agreement.


	 	 	 
	Dated: 	 	 	 
	 	 	 
	 	 	Name:
	 	 	Title:





 






    	Exhibit Z-3-2 



    


    

 


EXHIBIT
Z-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2016-C6, issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2016 (the
“Pooling and Servicing Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
KeyBank National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Trustee and as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer
and as Operating Advisor.



 


I, [identity of certifying individual], hereby certify, with
the knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the
Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the
Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization, to be signed
by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley
Act of 2002:


 


          1.          I (or officers under my supervision) have reviewed
the information required to be provided by the Trustee in accordance with the Pooling and Servicing Agreement for inclusion in
the annual report on Form 10-K for the period ended December 31, 20[__] (“Form 10-K”) and all information required
to be provided by the Trustee in accordance with the Pooling and Servicing Agreement for inclusion in the reports on Form 10-D
and Form 8-K required to be filed in respect of the period covered by the Form 10-K of the Trust (collectively with the Form 10-K,
the “Reports”) (such information provided by the Trustee, collectively, the “Trustee Periodic Information”);


 


          2.          Based on my knowledge, the Trustee Periodic Information,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by the Form 10-K;


 






    	Exhibit Z-4-1 



    


    

 


          3.          Based on my knowledge, all information required to
be provided by the Trustee under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the
Form 10-K is included in the Trustee Periodic Information;


 


          4.          I (or officers under my supervision) am responsible
for reviewing the activities performed by the Trustee under the Pooling and Servicing Agreement, and based on my knowledge and
the compliance review conducted in preparing the Trustee’s compliance statement to be delivered under Article XI of the Pooling
and Servicing Agreement required for inclusion in the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the
Trustee Periodic Information, the Trustee has fulfilled its obligations under the Pooling and Servicing Agreement in all material
respects; and


 


          5.          All of the reports on assessment of compliance with
servicing criteria for asset-backed securities applicable to the Trustee or any Servicing Function Participant retained by the
Trustee (the “Relevant Servicing Criteria”) and their related attestation reports on assessment of compliance
with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement to be delivered for inclusion in the Form
10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18, have been delivered in accordance
with the Pooling and Servicing Agreement. All material instances of noncompliance with the Relevant Servicing Criteria have been
disclosed in such reports and such assessment of compliance with servicing criteria is fairly stated in all material respects.


 


          This Certification is being signed by me
as an officer of the Trustee responsible for reviewing the activities performed by the Trustee under the Pooling and Servicing
Agreement.





	 	 	 
	Dated: 	 	 	 
	 	 	 
	 	 	Name:
	 	 	Title:


 






    	Exhibit Z-4-2 



    


    

 


EXHIBIT
Z-5


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2016-C6, issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2016 (the
“Pooling and Servicing Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
KeyBank National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Trustee and as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer
and as Operating Advisor.



 


I, [identity of certifying individual], hereby certify, with
the knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the
Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the
Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization, to be signed
by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley
Act of 2002:


 


          1.          I (or officers under my supervision) have reviewed
the information required to be provided by the Operating Advisor in accordance with the Pooling and Servicing Agreement for inclusion
in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form 10-K”) and all information
required to be provided by the Operating Advisor in accordance with the Pooling and Servicing Agreement for inclusion in all reports
on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of the Trust (collectively with
the Form 10-K, the “Reports”) (such information provided by the Operating Advisor, collectively, the “Operating
Advisor Periodic Information”);


 


          2.          Based on my knowledge, the Operating Advisor Periodic
Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by the Form 10-K;


 






    	Exhibit Z-5-1 



    


    

 


          3.          Based on my knowledge, all information required to
be provided by the Operating Advisor under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered
by the Form 10-K is included in the Operating Advisor Periodic Information;


 


          4.          The accountants that are to deliver the annual attestation
report on assessment of compliance with the Relevant Servicing Criteria in respect of the Operating Advisor with respect to the
Trust’s fiscal year _____ have been provided all information relating to the Operating Advisor’s assessment of compliance
with the Relevant Servicing Criteria in order to enable them to conduct a review in compliance with the standards for attestation
engagements issued or adopted by the PCAOB; and


 


          5.          All of the reports on assessment of compliance with
servicing criteria for asset-backed securities applicable to the Operating Advisor or any Servicing Function Participant retained
by the Operating Advisor (the “Relevant Servicing Criteria”) and their related attestation reports on assessment
of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement to be delivered for inclusion
in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18, have been delivered in
accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with the Relevant Servicing Criteria
have been disclosed in such reports and such assessment of compliance with servicing criteria is fairly stated in all material
respects.


 


          This Certification is being signed by me
as an officer of the Operating Advisor responsible for reviewing the activities performed by the Operating Advisor under the Pooling
and Servicing Agreement.





	 	 	 
	Dated: 	 	 	 
	 	 	 
	 	 	Name:
	 	 	Title:


 






    	Exhibit Z-5-2 



    


    

 


EXHIBIT
Z-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2016-C6, issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2016 (the
“Pooling and Servicing Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
KeyBank National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Trustee and as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer
and as Operating Advisor.



 


I, [identity of certifying individual], hereby certify, with
the knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the
Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the
Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization, to be signed
by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley
Act of 2002:


 


          1.          I (or officers under my supervision) have reviewed
the information required to be provided by the Custodian in accordance with the Pooling and Servicing Agreement for inclusion in
the annual report on Form 10-K for the period ended December 31, 20[__] (“Form 10-K”) and all information required
to be provided by the Custodian in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D
and Form 8-K required to be filed in respect of the period covered by the Form 10-K of the Trust (collectively with the Form 10-K,
the “Reports”) (such information provided by the Custodian, collectively, the “Custodian Periodic Information”);


 


          2.          Based on my knowledge, the Custodian Periodic Information,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by the Form 10-K;


 






    	Exhibit Z-6-1 



    


    

 


          3.          Based on my knowledge, all information required to
be provided by the Custodian under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the
Form 10-K is included in the Custodian Periodic Information;


 


          4.          I (or officers under my supervision) am responsible
for reviewing the activities performed by the Custodian under the Pooling and Servicing Agreement, and based on my knowledge and
the compliance review conducted in preparing the Custodian’s compliance statement to be delivered under Article XI of the
Pooling and Servicing Agreement required for inclusion in the Form 10-K under Item 1123 of Regulation AB, and except as disclosed
in the Custodian Periodic Information, the Custodian has fulfilled its obligations under the Pooling and Servicing Agreement in
all material respects; and


 


          5.          All of the reports on assessment of compliance with
servicing criteria for asset-backed securities applicable to the Custodian or any Servicing Function Participant retained by the
Custodian (the “Relevant Servicing Criteria”) and their related attestation reports on assessment of compliance
with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement to be delivered for inclusion in the Form
10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18, have been delivered in accordance
with the Pooling and Servicing Agreement. All material instances of noncompliance with the Relevant Servicing Criteria have been
disclosed in such reports and such assessment of compliance with servicing criteria is fairly stated in all material respects.


 


          This Certification is being signed by me
as an officer of the Custodian responsible for reviewing the activities performed by the Custodian under the Pooling and Servicing
Agreement.





	 	 	 
	Dated: 	 	 	 
	 	 	 
	 	 	Name:
	 	 	Title:


 






    	Exhibit Z-6-2 



    


    

 


EXHIBIT
Z-7


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2016-C6, issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2016 (the
“Pooling and Servicing Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
KeyBank National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Trustee and as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer
and as Operating Advisor.



 


I, [identity of certifying individual], hereby certify, with
the knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the
Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the
Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization, to be signed
by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley
Act of 2002:


 


1.          I (or officers under my supervision) have reviewed
the information required to be provided by the Asset Representations Reviewer in accordance with the Pooling and Servicing Agreement
for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form 10-K”) and all
information required to be provided by the Asset Representations Reviewer in accordance with the Pooling and Servicing Agreement
for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of
the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Asset Representations
Reviewer, collectively, the “Asset Representations Reviewer Periodic Information”); and


 


2.          Based on my knowledge, the Asset Representations Reviewer
Periodic Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by the Form 10-K; and


 






    	Exhibit Z-7-1 



    


    

 


3.          Based on my knowledge, all information
required to be provided by the Asset Representations Reviewer under the Pooling and Servicing Agreement for inclusion in the Reports
for the period covered by the Form 10-K is included in the Asset Representations Reviewer Periodic Information.


 


This Certification is being signed by me
as an officer of the Asset Representations Reviewer responsible for reviewing the activities performed by the Asset Representations
Reviewer under the Pooling and Servicing Agreement.


	 	 	 
	Dated: 	 	 	 
	 	 	 
	 	 	Name:
	 	 	Title:





 






    	Exhibit Z-7-2 



    


    

 



 


EXHIBIT
AA


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this
Exhibit AA, other than with respect to Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer
engaged by a Servicer or Special Servicer.


 


	Servicing
    Criteria 	applicable
    Servicing Criteria
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
Administrator

        Master
        Servicer

        Special Servicer

         

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
Administrator

        Master
        Servicer

        Special Servicer

         

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
Servicer

        Special
        Servicer

        Custodian (as applicable)

         

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
Administrator

        Master
        Servicer

        Special Servicer

         

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator
	 	 	 
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
    Servicer

    Special Servicer

    Trustee (as applicable)1



 





 



 


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


 






    	Exhibit AA-1 



    


    

 


	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
Administrator

        Master
        Servicer

        Special Servicer

         

	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
Administrator

        Master
        Servicer

        Special Servicer

         

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
Administrator

        Master
        Servicer

        Special Servicer

         

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days
    after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed
    and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling
    items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number
    of days specified in the transaction agreements.	Certificate
Administrator

        Master
        Servicer

        Special Servicer

         

	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
    other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer



 






    	Exhibit AA-2 



    


    

 


	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
        Servicer

        Operating Advisor

         

	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A


 


At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At all times that the
Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 






    	Exhibit AA-3 



    


    

 


EXHIBIT
BB


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator (or the Master Servicer, to the extent specified in Section 11.04 of the Pooling and Servicing
Agreement) any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column
to the extent such party has knowledge (and in the case of net operating income information, financial statements, annual operating
statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) of such information
(other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect
to itself that is set forth in or omitted from the Prospectus), in the absence of specific notice to the contrary from the Depositor
or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in
its capacity as such) shall be entitled to assume that there is no “significant obligor” other than a party or property
identified as such in the Prospectus and to assume that no other party or property will constitute a “significant obligor”
after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any information for
inclusion in a Form 10-D that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the Master
Servicer or the Special Servicer, as the case may be. For this CSAIL 2016-C6 Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume
that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of
Regulation AB.


 


	Item on Form 10-D	Party Responsible
	
        Item
        1A: Distribution and Pool Performance Information:

         

        ·     Item
        1121(a)(13) of Regulation AB

         
	·     Certificate Administrator
	
        Item 1B: Distribution and Pool Performance Information:

         

        ·     Item
        1121(a)(14) of Regulation AB

        ·     Item
        1121(d) of Regulation AB

        ·     Item
        1121(e) of Regulation AB

         
	
        ·     Certificate
        Administrator

         

        ·     Depositor

         

        ·     Asset
        Representations Reviewer

	
        Item
        2: Legal Proceedings:

         

        ·     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of 
	
        ·     Master
        Servicer (as to itself)

         

        ·     Special
        Servicer (as to itself)

         

        ·     Certificate
        Administrator (as to itself)



 






    	Exhibit BB-1 



    


    

 





	proceedings described therein that are material to security holders)	
        ·     Trustee
        (as to itself)

         

        ·     Depositor
        (as to itself)

         

        ·     Operating
        Advisor (as to itself)

         

        ·     Asset
        Representations Reviewer (as to itself)

         

        ·     Any
        other Reporting Servicer (as to itself)

         

        ·     Trustee/Certificate
        Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ·     Each Mortgage Loan Seller as
to itself in its capacity as a sponsor (as defined in Regulation AB)

         

        ·     Originators
        under Item 1110 of Regulation AB

         

        ·     Party
        under Item 1100(d)(1) of Regulation AB

	Item 3: Sale of Securities and Use of Proceeds



	·     Depositor
	Item 4: Defaults Upon Senior Securities



	·     Certificate Administrator
	Item 5: Submission of Matters to a Vote of Security Holders



	·     Certificate Administrator
	
        Item 6: Significant Obligors of Pool Assets:

         

        ·     Item
        1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with
        respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall 
	
        ·     Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ·     Special
        Servicer (as to REO Properties)



 






    	Exhibit BB-2 



    


    

 


 


	
        consist of such quarterly
        and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and
        quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement;
        provided, however, that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income
        for the most recent fiscal year and interim period is required and, if such information for a prior period was required but
        not previously reported, such information for such prior period; and

         

        (c) the information shall be reportable in the Form 10-D
        that relates to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared
        by the “Party Responsible” as described in clause (b) above.

         
	 
	
        Item 7: Change in Sponsor Interest in the Securities:

        

        Item 1124 of Regulation AB.

         
	Each Mortgage Loan Seller (as sponsor (as defined in Regulation AB)
	
        Item 8: Significant Enhancement Provider Information:

         

        ·     Item
        1114(b)(2) and Item 1115(b) of Regulation AB

         
	·     Depositor
	Item 9: Other Information, but only to the extent of any information that meets all the following conditions: (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K 	
        ·     Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
        Responsible” with respect to such information pursuant to Exhibit DD.

        ·     Certificate
        Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
        as of the related Distribution Date and the preceding 




 






    	Exhibit BB-3 



    


    

 





	Disclosure”.	
            Distribution Date)

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

        ·     Special
        Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date)

        ·     Any
        other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
        AB to the extent material to Certificateholders)
	 
	
        Item 9: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)
	·     Depositor	 
	
        Item 9: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	
        ·     Certificate
        Administrator

        ·     Depositor

         

        provided,
        in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Pooling and
        Servicing Agreement

        provided
        further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee
        or Certificate Administrator, then the Depositor shall be the responsible party.
	 
	
        Item 9: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)
	·     Certificate
Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies
all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and
(b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such
party (or a subcontractor or vendor engaged by such party) has caused	 



 






    	Exhibit BB-4 



    


    

 


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

         

        Published Report Regarding Matters Submitted to
a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible”
with respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects
to report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published
report.
	·     The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.	 
	
        Item 9: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated
        by reference in the Depositor’s registration statement.
	·     Depositor
	
        Item
        9: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.
	·     Certificate Administrator 
	
        Item 9: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)
	·     Not Applicable.
	
        Item 9: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).
	·     Not Applicable.
	Item 9: Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as 	·     Certificate
Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible”
for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special
Servicer constitutes a “Party Responsible” under





 






    	Exhibit BB-5 



    


    

 





	“Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	Exhibit
    DD with respect to any exhibits to a Form 10-K); provided, in each case, that in the event any reportable agreement
    is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party
    for this Item 9.


 



    	Exhibit BB-6 



    


    

 






EXHIBIT
CC


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the “Item on
Form 10-K” column to the extent such party has knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information
with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific notice to the contrary
from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the
Special Servicer (in its capacity as such) shall be entitled to assume that there is no “significant obligor” other
than a party or property identified as such in the Prospectus and to assume that no other party or property will constitute a
“significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required
to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for which the Master Servicer or the
Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be. For this CSAIL 2016-C6 Pooling
and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in
its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments
within the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item on Form 10-K	Party Responsible
	
        Item 1B: Unresolved Staff Comments

         
	·     Depositor
	
        Item 9B: Other Information, but only to the extent
of any information that meets all the following conditions:

         

        (a) such information constitutes “Additional
Form 8-K Disclosure” pursuant to Exhibit DD,

         

        (b) such information is required to be reported
as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

        (c) such information was not previously reported
as “Additional Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”
	·     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD. 


 






    	 	 Exhibit CC-1	 



     


    

 


	Item 15: Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW
	
        Instruction J(2)(b) (Significant Obligors of Pool
Assets) – Part 1 of 3 Parts:

         

        ·     Item
1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
(ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information
as “Additional Form 10-D Information”.

         
	
        ·     The
applicable Mortgage Loan Seller.

	
        Instruction J(2)(b) (Significant Obligors of Pool
Assets) – Part 2 of 3 Parts:

         

        ·     Item
1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable
Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.

         
	·     The Depositor


 






    	 	 Exhibit CC-2	 



     


    

 


	
        Instruction J(2)(b) (Significant Obligors of Pool
Assets) – Part 3 of 3 Parts:

         

        ·     Item
1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported
only with respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist
of such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as
applicable), and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received
or prepared by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing
Agreement; provided, however, that for a significant obligor described under item 1101(k)(2) of Regulation AB, only
net operating income for the most recent fiscal year and interim period is required and, if such information for a prior period
was required but not previously reported, such information for such prior period; and

         

        (c) the information shall be reportable only to
the extent that is has not previously been reported as “Additional Form 10-D Information”.

         
	
        ·     Master
Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ·     Special
        Servicer (as to REO Properties)

         

	
        Instruction J(2)(c) (Significant Enhancement Provider
Information):

         

        ·     Items
1114(b)(2) and 1115(b) of Regulation AB

         
	·     Depositor


 






    	 	 Exhibit CC-3	 



     


    

 


	
        Instruction J(2)(d) (Legal Proceedings):


         

        ·     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)

         
	
        ·     Master
        Servicer (as to itself)


         

        ·     Special
        Servicer (as to itself)


         

        ·     Certificate
        Administrator (as to itself)


         

        ·     Trustee
        (as to itself)


         

        ·     Depositor
        (as to itself)


         

        ·     Trustee/Certificate
        Administrator /Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)


         

        ·     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)


         

        ·     Originators
        under Item 1110 of Regulation AB


         

        ·     Party
under Item 1100(d)(1) of Regulation AB 

	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 1 of 2 Parts:


         

        1119(a) of Regulation AB,


         

        but only the existence and (if existent) how there is (that
        is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and
        any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4) any other
        party listed under this item as a “Party Responsible”; provided, however, that an affiliation
        need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.


         

        and


         

        ·     1119(b)
of Regulation AB,
	
        ·     Master
Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, each Special
Servicer or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

        ·     Special
Servicer

        ·     Certificate
Administrator

        ·     Trustee

        ·     Asset
Representations Reviewer

        ·     Each
party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one
or more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets
of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible”
under this item from and after the date (if any) when the Depositor notifies the parties to this Agreement to the effect that
such party 



 






    	 	 Exhibit CC-4	 



     


    

 


	

        

        but only the existence and (if existent) the general character
        of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course
        of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart
        from the Series 2016-C6 transaction) between itself (that is, the particular “Party Responsible”) or any of its affiliates,
        on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the
        Trust; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported
        only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
        understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in
        the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.


         

        and


         

        ·     1119(c)
        of Regulation AB,


         

        but only the existence and (if existent) a description
(including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2016-C6 transaction
or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the
one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust;
provided, however, that a relationship (A) must be reported only if it then exists or existed within the two prior
years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not
be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if
	
               no
longer constitutes an originator of 10% or more of the assets of the Trust).

        ·     Each
party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the
assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the parties
to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K
is due.

        ·     Each
party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction”
(or substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
under this item from and after the date (if any) when the Depositor notifies the parties to this Agreement to the effect that
such party no longer constitutes a material party for purposes of Regulation AB.

        ·     Each
        party (if any) that that is specifically identified as an “other material party to the securities or transaction for purposes
        of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice delivered by the Depositor
        to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which
        the Form 10-K is due.

         



 






    	 	 Exhibit CC-5	 



     


    

 


	
        it was previously reported as “Additional Form 10-K
        Disclosure”.


         
	 
	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 2 of 2 Parts:


         

        1119(a) of Regulation AB,


         

        But only the existence and (if existent) how there is any
        affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the
        parties listed under the preceding item as a “Party Responsible”, on the other; provided, however,
        that an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if
        it was previously reported as “Additional Form 10-K Disclosure”.


         

        and


         

        ·     1119(b)
        of Regulation AB,


         

        but only the existence and (if existent) the general
character of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the
ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated
third party (apart from the Series 2016-C6 transaction) between itself (that is, the particular “Party Responsible”),
on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
on the other; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must
be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an
investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it
was disclosed in the Prospectus or if it was 
	
        ·     The
Depositor

        ·     Each
        Mortgage Loan Seller

         



 






    	 	 Exhibit CC-6	 



     


    

 


	
        previously reported as “Additional Form 10-K Disclosure”.


         

        and


         

        ·     1119(c)
        of Regulation AB,


         

        but only the existence and (if existent) a description
(including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2016-C6 transaction
or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the
one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the
other; provided, however, that a relationship (A) must be reported only if it then exists or existed within the
two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C)
need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
as “Additional Form 10-K Disclosure”. 
	 
	
        Item 15: Exhibits (no. 2):


         

        Plan of acquisition, reorganization, arrangement,
liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K) 
	·     Depositor
	
        Item 15: Exhibits (no. 3):


         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	·     Depositor


 






    	 	 Exhibit CC-7	 



     


    

 


	
        Item 15: Exhibits (no. 4):


         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ·     Trustee

        ·     Certificate
Administrator

        ·     Depositor


         

        provided, in each case, that this shall
in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement provided further, in each case, that
in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor
shall be the responsible party. 
	 
	
        Item 15: Exhibits (no. 10):


         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	·     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.	 
	
        Item 15: Exhibits (no. 11):


         

        Statement regarding computation of per share earnings
(Exhibit No. 11 of Item 601 of Regulation S-K)
	·     Not Applicable	 
	
        Item 15: Exhibits (no. 12):


         

        Statement regarding computation of ratios (Exhibit
No. 12 of Item 601 of Regulation S-K)
	·     Not Applicable.	 
	
        Item 15: Exhibits (no. 13):


         

        Annual report to security holders, Form 10-Q and
Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)
	·     Not Applicable	 
	
        Item 15: Exhibits (no. 14):


         

        Code of Ethics (Exhibit No. 14 of Item 601 of
Regulation S-K)
	·     Not Applicable.	 
	
        Item 15: Exhibits (no. 16):


         

        Letter re change in certifying accountant (Exhibit
No. 16 of Item 601 of Regulation S-K)
	·     Not Applicable	 


 






    	 	 Exhibit CC-8	 



     


    

 


	
        Item 15: Exhibits (no. 18):


         

        Letter re change in accounting principles (Exhibit
No. 18 of Item 601 of Regulation S-K)
	·     Not Applicable.	 
	
        Item 15: Exhibits (no. 21):


         

        Subsidiaries of registrant (Exhibit No. 18 of
Item 601 of Regulation S-K)
	·     Depositor.	 
	
        Item 15: Exhibits (no. 22):


         

        Published Report Regarding Matters Submitted to
a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).
	·     Not applicable.	 
	
        Item 15: Exhibits (no. 23) – Part 1 of 2 Parts:


         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement and (b) the consent is not the consent of a
registered public accounting firm in connection with an attestation delivered pursuant to Section 11.11 of this Pooling and Servicing
Agreement.
	·     Depositor	 
	
        Item 15: Exhibits (no. 23) – Part 2 of 2 Parts:


         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of
        Item 601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm for purposes
        of any attestation report rendered with respect to the particular “Party Responsible” pursuant to Section 11.11 of
        this Pooling and Servicing Agreement.

         
	
        ·     Master
Servicer

        ·     Special
Servicer

        ·     Depositor

        ·     Any
        other Servicing Function Participant


         

        provided, however, in each case,
that such party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only to the extent
that such party is required to deliver or cause the delivery of the related attestation report.
	 
	
        Item 15: Exhibits (no. 24)


         

        Power of Attorney (Exhibit No. 24 of Item 601
of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
on behalf of a party, is signed pursuant to a power of attorney.
	·     Certificate Administrator 	 


 






    	 	 Exhibit CC-9	 



     


    

 


	
        Item 15: Exhibits (no. 31(i))


         

        Rule 13a-14(a)/15d-14(a) Certifications (Exhibit
No. 31(i) of Item 601 of Regulation S-K).
	·     Not Applicable
	
        Item 15: Exhibits (no. 31(ii))


         

        Rule 13a-14(d)/15d-14(d) Certifications (Exhibit
No. 31(ii) of Item 601 of Regulation S-K).
	·     Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 32)


         

        Section 1350 Certifications (Exhibit No. 32 of
Item 601 of Regulation S-K).
	·     Not Applicable.
	
        Item 15: Exhibits (no. 33)


         

        Report on assessment of compliance with servicing
criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).
	·     Delivery of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 34)


         

        Attestation report on assessment of compliance
with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).
	·     Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 35)


         

        Servicer compliance statement (Exhibit No. 35
of Item 601 of Regulation S-K).
	·     Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibit (no. 36)


         

        Certification For Shelf Offerings of Asset-Backed
Securities (Exhibit No. 36 of Item 601 of Regulation S-K).
	Depositor
	
        Item 15: Exhibits (no. 99)


         

        Additional exhibits (Exhibit No. 99 of Item 601
of Regulation S-K)
	·     Not Applicable.
	
        Item 15: Exhibits (no. 100)


         

        XBRL-Related Documents (Exhibit No. 100 of Item
601 of Regulation S-K).
	·     Not Applicable.


 






    	 	 Exhibit CC-10	 



     


    

 


	Item 15: Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	·     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).
	Item 15: Exhibit (no. 101)



Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).	Not Applicable
	Item 15: Exhibit (no. 102)



Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).	
        Wells Fargo Bank, National Association

        Credit Suisse Commercial Mortgage Securities Corp.

         

	Item 15: Exhibit (no. 103)



Asset Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).	
        Wells Fargo Bank, National Association

        Credit Suisse Commercial Mortgage Securities Corp.



 






    	 	 Exhibit CC-11	 



     


    

 


EXHIBIT
DD


 


FORM
8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to the Depositor
and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described in the “Item
on Form 8-K” column to the extent such party has knowledge of such information (other than information as to itself). Each
of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be
entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted
from the Prospectus), in the absence of specific notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of
the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled
to assume that there is no “significant obligor” other than a party or property identified as such in the Prospectus
and to assume that no other party or property will constitute a “significant obligor” after the Cut-off Date. In no
event shall the Master Servicer or the Special Servicer be required to provide any information for inclusion in a Form 8-K that
relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable Master Servicer or Special
Servicer, as the case may be. For this CSAIL 2016-C6 Pooling and Servicing Agreement, each of the Certificate Administrator, the
Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider
of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item on Form 8-K	Party Responsible 
	
        Item 1.01: Entry into a Material Definitive Agreement

         

         

         
	
        ·     Depositor,
        except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
        to which the registrant or a subsidiary thereof is a party).


         

        ·     Certificate
Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form
8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed
securities transaction, even if the registrant is not a party to such agreement), in each case to the extent of any amendment
or definitive agreement that satisfies all the following



 






    	 	 Exhibit DD-1	 



     


    

 


	 	       conditions: (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.
	Item 1.02: Termination of a Material Definitive Agreement– Part 1 of 2 Parts	·     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.
	Item 1.02: Termination of a Material Definitive Agreement– Part 2 of 2 Parts	·     Depositor, to the extent of any material agreement not covered in the prior item
	Item 1.03: Bankruptcy or Receivership	·     Depositor
	Item 2.04: Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	
        ·     Depositor

        ·     Certificate
        Administrator

         

	Item 3.03: Material Modification to Rights	·     Certificate Administrator


 






    	 	 Exhibit DD-2	 



     


    

 


	of Security Holders	 
	Item 5.03: Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	·     Depositor
	Item 6.01: ABS Informational and Computational Material	·     Depositor
	Item 6.02 (Part 1 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ·     Trustee

        ·     Depositor 

	Item 6.02 (Part 2 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or Special Servicer	
        ·     Certificate
Administrator

        ·     Master
Servicer or Special Servicer, as the case may be (in each case, as to itself) 

	Item 6.02 (Part 3 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ·     Master
Servicer

        ·     Special
Servicer

        ·     Certificate
Administrator

        ·     Depositor 

	Item 6.03: Change in Credit Enhancement or External Support	
        ·     Depositor

        ·     Certificate
Administrator 

	Item 6.04: Failure to Make a Required Distribution	·     Certificate Administrator
	Item 6.05: Securities Act Updating Disclosure	·     Depositor
	Item 7.01: Regulation FD Disclosure	·     Depositor
	Item 8.01: Other Events	·     Depositor
	
        Item 9.01(d): Exhibits (no. 1):


         

        Underwriting agreement (Exhibit No. 1 of Item
601 of Regulation S-K) 
	·     Not applicable
	
        Item 9.01(d): Exhibits (no. 2):


         

        Plan of acquisition, reorganization, arrangement,
liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K) 
	·     Depositor
	
        Item 9.01(d): Exhibits (no. 3):


         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K) 
	·     Depositor
	
        Item 9.01(d): Exhibits (no. 4):


         

        With respect to instruments defining the rights
of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	
        ·     Certificate
        Administrator


         

        provided, in each case, that this shall
in no event be construed to make such party  



 






    	 	 Exhibit DD-3	 



     


    

 


	 	responsible for the initial filing of this Pooling and Servicing Agreement
	
        Item 9.01(d): Exhibits (no. 7):


         

        Correspondence from an independent accountant
regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation
S-K)
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 14):


         

        Code of Ethics (Exhibit No. 14 of Item 601 of
Regulation S-K)
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 16):


         

        Letter re change in certifying accountant (Exhibit
No. 16 of Item 601 of Regulation S-K)
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 17):


         

        Correspondence on departure of director (Exhibit
No. 17 of Item 601 of Regulation S-K)
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 20):


         

        Other documents or statements to security holders
(Exhibit No. 20 of Item 601 of Regulation S-K)
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 23):


         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement.
	·     Depositor
	
        Item 9.01(d): Exhibits (no. 24)


         

        Power of Attorney (Exhibit No. 24 of Item 601
of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
on behalf of a party, is signed pursuant to a power of attorney.
	·     Certificate Administrator 
	
        Item 15: Exhibits (no. 99) 
	·     Not Applicable.


 






    	 	 Exhibit DD-4	 



     


    

 


	Additional exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)	 
	
        Item 15: Exhibits (no. 100)


         

        XBRL-Related Documents (Exhibit No. 100 of Item
601 of Regulation S-K).
	·     Not Applicable.


 






    	 	 Exhibit DD-5	 



     


    

 











EXHIBIT
EE


 


ADDITIONAL
DISCLOSURE NOTIFICATION 




**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY
BELOW**


 


Wells Fargo Bank, National Association, 


as Certificate Administrator 


Sixth Street and Marquette Avenue 


Minneapolis, Minnesota 55479-0113 


Attention: CMBS – CSAIL 2016-C6


 


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 May 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor (the “Depositor”), KeyBank National
Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Trustee and as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating
Advisor, the undersigned, as [ ], hereby notifies you that certain events have come to our attention that [will] [may] need to
be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


List of any Attachments hereto to be
included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                           ], phone number: [                           ]; email address: [                           ].





	 	 	 
	 	[NAME OF PARTY],
	 	as [role]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	cc: Depositor	 


 






    	Exhibit EE-1



     

    

 





EXHIBIT
FF


 


INITIAL
SUB-SERVICERS


 


		1.	NorthMarq Capital, LLC



 


		2.	NorthPoint Capital, L.L.C.



 






    	Exhibit FF-1



     

    

 


EXHIBIT
GG


 


SERVICING
FUNCTION PARTICIPANTS


 


None.


 






    	Exhibit GG-1



     

    

  


EXHIBIT
HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C6 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [KeyBank National Association, as Master Servicer] [Torchlight Loan Services, LLC, as Special Servicer]
[Wells Fargo Bank, National Association, as Certificate Administrator] [Wells Fargo Bank, National Association, as Trustee] (the
“Certifying Servicer”), certify to Credit Suisse Commercial Mortgage Securities Corp. and its officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


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



 


		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of
its obligations under the Pooling and Servicing Agreement in all material respects during the Reporting Period. [To my knowledge,
the Certifying Servicer has failed to fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY EACH
SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 





	Date:	 	 


 






[KeyBank National Association, as Master Servicer]

[Torchlight Loan Services, LLC, as special servicer]

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

[Wells Fargo Bank, National Association, as trustee]


 





	By:	 	 
	 	Name:	 
	 	Title:	 


 






    	Exhibit HH-1



     

    

 


 


EXHIBIT
II


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


		1.	[Name of Reporting Servicer] (the “Reporting Servicer”) is responsible for assessing
compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month
period ending December 31, 20[__] (the “Reporting Period”), as set forth in Exhibit AA to the Pooling and Servicing
Agreement. The transactions covered by this report include asset-backed securities transactions for which the Reporting Servicer
acted as [a master servicer, special servicer, trustee, certificate administrator] involving commercial mortgage loans [other
than __________________1] (the “Platform”);



 


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”) to perform specific,
limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance with the servicing
criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule A;


 


Except as set forth in paragraph 4 below,
the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;


 


The criteria listed in the column titled
“Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities
it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in
all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect
to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December
31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on
Schedule B hereto]; and


 


[____], a registered public accounting
firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing
criteria for the Reporting Period.


 



    	Exhibit II-1



     

    




 


1 Describe any permissible exclusions,
including those permitted under telephone interpretation 17.04 (i.e. transactions registered prior to compliance with Regulation
AB, transactions involving an offer and sale of asset-backed securities that were not required to be issued), if applicable.


 





	[Date of Certification]	 	 
	 	 	 
	 	[Name of Reporting Servicer] 




	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	Exhibit II-2



     

    

 





EXHIBIT
JJ


 


CREFC®
PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council”
and sent to: 


Commercial Real Estate Finance Council, Inc. 


900 7th Street, NW, Suite 820 


Washington, DC 20001 


Attn: Stephen M. Renna


 


or by wire transfer to:


 


Account Name: Commercial Real Estate Finance Council (CREFC®) 


Bank Name: Chase 


Bank Address: 80 Broadway, New York, NY 10005 


Routing Number: 021000021 


Account Number: 213597397


 






    	Exhibit JJ-1



     

    

 


 


EXHIBIT
KK


 


Form
of Notice of ADDITIONAL 





INDEBTEDNESS
NOTIFICATION


 


VIA E-MAIL:





To: Wells Fargo Bank, National Association, as Certificate
Administrator; cts.cmbs.bond.admin@wellsfargo.com and trustadministrationgroup@wellsfargo.com 


 


Ref: CSAIL 2016-C6, Additional Debt Notice for Form 10-D


 


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


  


	 	Portfolio
    Name	Mortgage
    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	1	 	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	$

        
	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	 	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	 	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	$

        
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 






    	Exhibit KK-1



     

    




 


EXHIBIT
LL


 


[RESERVED]


 






    	Exhibit LL-1



     

    

 


EXHIBIT
MM


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO: 

cts.sec.notifications@wellsfargo.com


 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association

         as Certificate Administrator





Sixth Street and Marquette Avenue 


Minneapolis, Minnesota 55479-0113 


Attention: CMBS – CSAIL 2016-C6


 


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 May 1, 2016 (the “Pooling and Servicing Agreement”), by and among
Credit Suisse Commercial Mortgage Securities Corp., as Depositor (the “Depositor”), KeyBank National Association,
as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee and
as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor,
the undersigned, as [ ], hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed
on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


[With respect to the Collection Account and REO Account balance
information:


 


	Account
    Name	Beginning
        Balance as of

        MM/DD/YYYY
	Ending
        Balance as of

        MM/DD/YYYY

	    Collection Account	 	 
	    REO
    Account	 	 





  






    	Exhibit MM-1



     

    

 





 


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                            ],
phone number: [                            ];
email address: [                            ]. 





	 	 	 
	 	[NAME OF PARTY],

    as [role]
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 


cc: Depositor


 






    	Exhibit MM-2



     

    

 


EXHIBIT
NN


 


Form
of Transferee NOTICE PURSUANT TO 3.23(a)


 


[Date]


 


Wells Fargo Bank, National Association

          as Certificate Administrator

Sixth Street and Marquette Avenue 


Minneapolis, Minnesota 55479-0113 


Attention: CMBS – CSAIL 2016-C6


 


CSAIL
2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C6 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of May 1,
2016, by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee and as Certificate Administrator,
and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor


 


This letter is delivered to you, pursuant
to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”)
to us (the “Transferee”) of $__________________ original principal balance in the Class [__] Certificates, representing
[_____]% of the Class [__] Certificates. The Certificates were issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:



 


________________________


 


________________________


 


________________________


  


Contact Info: [Tel/Email]


 


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
that we are purchasing a majority interest in the Class [__] Certificates, and that we are not affiliated with the Transferor.
To the extent that any Control Event or Consultation Termination Event has occurred due to a waiver of a prior Class [__]
Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby 



 






    	Exhibit NN-1



     

    

 


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 May 1, 2016 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the ”Asset Representations Reviewer”), has performed
an Asset Review on each Delinquent Loan identified by the Special Servicer, and is hereby issuing the following Asset Review Report.


 


	 	1.	We have performed an Asset Review on each Delinquent Loan identified by the Special Servicer and our conclusion is that there is [no evidence of a failed Test][evidence of [•] failed Tests as specifically detailed on the scorecard attached hereto as Exhibit A] with respect to the Delinquent Loans.  


  


	 	2.	A conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.


 





	 	
        3.

          
	
        The Asset Representations Reviewer,
other than forwarding this report to the persons listed above, will not be required to take or participate in any other or further
action with respect to the aforementioned Asset Review Report. 

	 	 	 
	 	4.	Capitalized words and phrases used herein
        shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.








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



 


	 	By:	Park Bridge Financial LLC,
        a 



 


 



    	Exhibit OO-1



     

    




	 	 	New York limited liability company, its sole member


 





	 	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 May 1, 2016 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the ”Asset Representations Reviewer”), has performed
an Asset Review on each Delinquent Loan identified by the Special Servicer, and is hereby issuing the following Asset Review Report
Summary.


 


	 	1.	We have performed an Asset Review on each Delinquent Loan identified by the Special Servicer and our conclusion is that there is [no evidence of a failed Test][evidence of [•] failed Tests as identified on the summary scorecard attached hereto as Exhibit A] with respect to the Delinquent Loans.


 


	 	2.	A conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.


 





	 	3.	The Asset Representations Reviewer, other than forwarding this Asset Review Report Summary to the parties listed above, will not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report Summary.


  


	 	4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.


 






    	Exhibit PP-1



     

    

 








	 	 	 
	 	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



  





	 	By: 	 
	 	Name: 	 
	 	Title: 	 


 


1 This report is an
indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization and content
of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation, provisions
relating to Privileged Information.


 


Exhibit A


 


Summary Scorecard

[Template Example Below]





 





	
        Test failures

         

        

	Loan #	Loan Name	Mortgage 

Loan Seller	Representations

and Warranty 

#	Representation and Warranty 

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







 


 



    	Exhibit PP-2



     

    


 


EXHIBIT
QQ


 


ASSET REVIEW PROCEDURES


 


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


 


Call for Review and Collection and
Inventory of Review Materials


 


Step 1Asset 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 2For 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 3If ARR determines
that the information made available to it in the Secure Data Room with respect to any Delinquent Loan is missing any documents
required to complete an Asset Review of such Delinquent Loan, ARR shall prepare a list of such missing documents and notify [Master
Servicer] [(with respect to Non-Specially Serviced Loans)] and [Special Servicer] [(with respect to Specially Serviced Loans) or
applicable Mortgage Loan Seller] of such missing documents. If the [Master] Servicer or Special Servicer, as applicable, does not
provide such document as provided in the Pooling and Servicing Agreement, the ARR shall notify the related Mortgage Loan Seller
of such missing information


 






    	Exhibit QQ-1



     

    



Analysis and Testing of Representations
and Warranties


 


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


 


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



 


		§	For each representation and warranty, ARR lists



 


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



 


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



 


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



 


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



 


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


 


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


 






    	Exhibit QQ-2



     

    



 


EXHIBIT
RR


 


CERTIFICATION TO CERTIFICATE ADMINISTRATOR
REQUESTING ACCESS TO SECURE DATA ROOM


 


[Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services – CSAIL 2016-C6





Email:trustadministrationgroup@wellsfargo.com]


 


		Attention:	CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2016-C6



 


In accordance with
the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of May
1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, KeyBank National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Trustee and as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations
Reviewer and as Operating Advisor, with respect to the certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


 


		1.	The undersigned is [an authorized representative of the Asset Representations
Reviewer] [authorized at the direction of the Depositor].



 


		2.	The undersigned acknowledges and agrees that (a) access to the Secure Data
Room is being granted to it solely for purposes of the undersigned carrying out its obligations under the Pooling and Servicing
Agreement (b) it will not disseminate or otherwise make information contained on the Secure Data Room available to any other person
except in accordance with the Pooling and Servicing Agreement or otherwise with the written consent of the Depositor and (c) it
will only access information relating to the Mortgage Loans to which the Asset Review relates.



 


		3.	The undersigned agrees that each time it accesses the Secure Data Room, the
undersigned is deemed to have recertified that the representations above remains true and correct.



 






    	Exhibit RR-1



     

    

  


		4.	[The undersigned not a Certificateholder, a beneficial owner or a prospective
purchaser of any Certificate.]*



 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.





	 	 	 
	 	[NAME OF PARTY],

    as [role]
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:





 


Dated:
_______





	 	 	 
	[Credit Suisse Commercial Mortgage Securities Corp.,
    as Depositor]*	 
	 	 	 
	By:	 	 
	 	[Name]	 
	 	[Title]	 






 





 



 


*     Required
                                         to the extent that a party other than the Asset Representations Reviewer is identified
                                         by the Depositor as needing access to the Secure Data Room.




 






    	Exhibit RR-2



     

    






 


EXHIBIT SS


 


FORM OF NOTICE OF [ADDITIONAL DELINQUENT
LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	
        [KeyBank National Association

        

        11501 Outlook Street, Suite 300 

        Overland Park, Kansas 66211

        

        Attention: Diane Haislip]

         
	
        

         

        

        Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CSAIL 2016-C6-Surveillance Manager 

	 	 
	[Torchlight Loan Services, LLC

701 Brickell Avenue

Suite 2200

Miami, FL  33131

Attention:  William A. Clarkson]	 
	 	 


		Attention:	CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2016-C6



 


In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, [KeyBank National Association], as Master Servicer,
[Torchlight Loan Services, LLC], as Special Servicer, [Wells Fargo Bank, National Association], as Trustee and as Certificate Administrator,
and [Park Bridge Lender Services LLC], as Asset Representations Reviewer and as Operating Advisor, the Certificate Administrator
hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 


1._____
An additional Mortgage Loan has become a Delinquent Loan.


 


2._____
A Mortgage Loan has ceased to be a Delinquent Loan.


 


3._____An
Asset Review Trigger has ceased to exist.





(check all that apply)


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 






    	Exhibit SS-1



     

    




	 	 	 
	 	Wells Fargo Bank, National Association,
as Certificate Administrator for the Holders of the CSAIL 2016-C6 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2016-C6
	 	 	 
	 	By:	
	 	 	[Name]
	 	 	[Title]


 


 



    	Exhibit SS-2



     

    




 


SCHEDULE
1


 


Mortgage
Loans with Additional Debt


 


1.         GLP Industrial Portfolio B





2.         Quaker Bridge Mall 


3.         GLP Industrial Portfolio A





4.         Jay Scutti Plaza 


5.         Starwood Capital Extended Stay Portfolio





6.         Palihouse Santa Monica


 






    	Schedule 1-1



     

    

 


SCHEDULE
2


 


CLass
A-SB Planned Principal Balance Schedule





See Annex E to the Prospectus.


 






    	Schedule 2-1



     

    

 


SCHEDULE
3


 


Mortgage
Loans With “Performance”, “Earn-out” or “Holdback” Escrows or Reserves exceeding 10% of the
initial principal balance


 


		1.	City Place Apartments



 






    	Schedule
                                         3-1